Terms of Service

1. Acceptance of these terms

These Terms of Service ("Terms") govern your access to and use of the Liquid mobile app, the website at liquidwallet.co and all related services (together, the "Platform"). The Platform is operated by Liquid LLC, 8 The Green STE B, Dover, DE 19901, United States ("Liquid", "we", "our" or "us"). By creating an account, loading funds or using the Platform in any way, you agree to these Terms in full. If you do not agree, do not use the Platform.

Three documents apply to customers and should be read together:

• these Terms, which explain how Liquid, Liquid Cash, discounts, lock-in, checkout and orders work;
• the User Agreement, which covers your Liquid wallet: adding money, the card fee, limits, locking money at a spot, refunds and disputes;
• the Privacy Policy, which explains what information we collect and how we use it.

Businesses that sell through Liquid ("partner locations", "spots" or "merchants") agree to separate Merchant Terms. When you sign up, you accept the current version of each customer document. We record which version you accepted and when.

2. Eligibility

You can use Liquid only if you:

• are at least 18 years old;
• live in the United States; and
• can form a binding contract.

By registering, you represent and warrant that you are 18 or older and that all information you provide, including your name and date of birth, is accurate and complete. You may have one Liquid account. We may ask you to confirm your information, and we may decline or close any account that we reasonably believe belongs to someone under 18 or doesn't meet these requirements.

3. Your account and signing in

You can sign in with an e-mail address and password, with Sign in with Apple, or with Sign in with Google. Passwords must have at least 8 characters, including letters and numbers. We confirm your e-mail address, password resets and e-mail sign-ins with 6-digit codes that we e-mail to you and that you enter in the app. We never ask for these codes by phone, text or e-mail.

You are responsible for keeping your sign-in details and your phone secure, and for all activity that occurs under your account. The app can ask for your face, fingerprint or device passcode before you pay; this is a convenience setting on your device and doesn't replace the security of your account. Tell us right away at team@liquidwallet.co if you think someone else has used your account.

4. What Liquid is and is not

What Liquid does. Liquid is a software platform and loyalty marketplace. It lets you convert US dollars into Liquid Cash (the prepaid balance in your Liquid wallet), spend Liquid Cash at participating partner locations exclusively through the Liquid app, and get discounts automatically: flash sales, off-peak discounts, and a lock-in rate on money you lock at a spot. You can browse spots, order ahead in the app, and pick up your order with a pickup code.

What Liquid is not. Liquid is not a bank, money transmitter, financial institution or investment platform, and your wallet is not a bank account. Card payments are processed by Stripe, a licensed payment processor, and the funds behind Liquid Cash are held by Stripe in Liquid's Stripe platform account. Liquid's role is to keep your Liquid Cash ledger, calculate discounts, and instruct Stripe to pay partner locations after the applicable settlement period.

Partner locations are independent businesses. Each spot decides what it sells, its prices, its opening hours and its discounts, and each spot is responsible for the food and drink it prepares. Liquid is not the seller of what you order.

5. Liquid Cash

Conversion at deposit. When you add money, your card is charged by Stripe and your wallet is credited with the same amount of Liquid Cash that you chose. Liquid Cash is a digital unit of account denominated in US dollars that can be redeemed only as these Terms and the User Agreement describe.

Permitted use. Liquid Cash can be used only for purchases at Liquid partner locations through the Liquid app, and money you lock at a spot can be used only at that spot (section 7). It has no value outside the Platform, can't be transferred to another user, and can't be withdrawn or exchanged for cash or any other currency, except for the refunds described below.

Refunds of Liquid Cash. Deposits are final: we don't refund or reverse them, with two exceptions. If you delete your account, we refund your remaining balance, including money you have locked at a spot, to the card or cards you paid with (the card-processing fee isn't refunded). Where state law requires a cash-out, for example of a small remaining balance, we refund the amount the law requires. The User Agreement explains both in full. When a spot or Liquid support refunds an order, the money goes back into your Liquid Cash balance, never onto a card.

Wallet cap. Your Liquid Cash balance can be at most $2,000, including payments that are still processing. We may change this cap with reasonable notice. If we lower it and your balance is above the new cap, we honor your existing balance and you can keep spending it at partner locations, but you can't add money until your balance is below the new cap.

Expiration. Liquid Cash does not expire, and neither does money you lock at a spot.

6. Deposits and the card fee

You can add Liquid Cash with a debit or credit card, Apple Pay or Google Pay. Card details are entered directly into Stripe's secure payment form; Liquid never receives your full card number or security code. Your relationship with Stripe is also governed by Stripe's own terms and privacy policy.

Liquid doesn't add a service fee to your orders. The only fee you pay Liquid is a card-processing fee when you add money, so that your wallet gets exactly the amount you choose. The card charge is

charge = (amount you add + $0.30) ÷ (1 − 0.029), rounded up to a whole cent

For example, adding $10 costs $10.61 and adding $100 costs $103.30. The app shows the exact fee and total before you pay. Each deposit is between $10 and $500, and the User Agreement explains the fee in full, with more examples, and the other deposit limits.

7. Discounts

Each spot can offer three kinds of discount:

• Lock-in rate. A standing discount on what you pay for with money you have locked at that spot (see below).
• Off-peak discount. A discount that repeats every week at set times, in the spot's local time, on the spot's whole menu or on items it chooses.
• Flash sale. A one-off discount that runs for a set time, from 15 minutes up to 24 hours, on the spot's whole menu or on items it chooses.

Spots choose whole-percent discounts of up to 50%. An off-peak discount or flash sale on chosen items can also be buy one, get one: two of those items make a pair, and the cheaper item of each pair gets the discount the spot chose, up to 100% (free).

At checkout, Liquid gives each item in your order one discount: the single best discount available to that item. Discounts don't stack on an item, so different items in the same order can get different discounts. If two discounts are equal, a flash sale is applied before an off-peak discount, and an off-peak discount before a lock-in rate. Items are paired for a buy one, get one discount only when the pair saves more than the two items' other discounts, and Liquid pairs them so that your order saves the most; a pair's saving is shared between its two items in proportion to their prices.

How lock-in works. You can lock part of your Liquid Cash balance at a spot that offers lock-in. Locked money can be spent only at that spot, and orders there are paid with it first. Each spot sets its own lock-in tiers: the more you have locked there, the bigger the discount. For example, a spot might offer 5% off when you have $25 locked, 10% at $50 and 15% at $100. When you lock money, it gets the rate of the highest tier that your locked balance at that spot reaches right after the lock, and any money you already have locked there at a lower rate moves up to that rate. Your rate never goes down: spending doesn't lower it, and if the spot changes its tiers later, money you have already locked keeps its rate. Your locked money pays for the items in your order one by one, starting with the items that have the smallest other discount, and each item it pays for gets your lock-in rate when that saves more than the item's other discounts; items it doesn't pay for don't get the lock-in rate. If your order has items in a buy one, get one deal, Liquid also works out your order with your locked money offered to those items last, and uses whichever way saves you more. Flash sales and off-peak discounts are available whether or not you have money locked.

Locked money. Locked money is still your Liquid Cash: it stays in your wallet and never expires. You can't unlock it, move it to another spot or transfer it, and it can't be cashed out except as the User Agreement describes. If a spot stops taking Liquid, the money still locked there goes back to your balance, and you can spend it at any spot.

No guaranteed discount. Discounts are set by the spots, not by Liquid, and can change, start or end at any time. We don't guarantee that any particular discount will be available at any particular time or spot, except that money you have already locked keeps its rate. The discounts that apply to your order are the ones shown on the checkout screen when you confirm your order.

8. Checkout and prices

You order and pay only in the Liquid app; spots don't take Liquid payments at the counter. Liquid calculates every order on our servers from the spot's current menu: the items, the discount, sales tax and any tip. Discounts are calculated on the pre-tax amount. Your total is:

the items' prices, minus the discount, plus sales tax on the discounted amount, plus your tip.

The checkout screen shows this breakdown before you pay. Prices are held for 2 minutes. If the discount that applies changes before you pay, the app shows you the new total and asks you to confirm again; nothing is taken from your balance until you do. The total you confirm is final.

You can order only while a spot is active on Liquid, open, taking orders and able to take payments in the app. A spot may limit the size of an order (before discounts), within limits Liquid sets. Orders are paid from your Liquid Cash balance; at a spot where you have money locked, the money locked there is used first. If the money you can spend at that spot is lower than the total, you need to add money first. Liquid works online only: you can't pay without an internet connection.

9. Tips and sales tax

Tips are optional. You can choose 10%, 15% or 20% of the discounted amount, enter your own amount up to the discounted amount, or leave no tip, which is the default. Some spots don't accept tips. Tips go entirely to the spot: Liquid takes nothing from them.

Sales tax is added at the rate Liquid has configured for each location.

10. Orders and pickup

When your order is placed, the app shows a 4-character pickup code. The spot confirms your order with an estimated preparation time. If the spot doesn't confirm your order within 5 minutes, the order is canceled and refunded in full to your Liquid Cash balance. A spot can also cancel a new order that it can't make; the app shows you the spot's reason, and the order is refunded in full to your balance. When your order is ready, show your pickup code at the counter to collect it. The app shows your order's status as the spot updates it: placed, preparing, ready and picked up. Only the spot changes an order's status, except that you can mark a ready order as picked up in the app.

If an order is still waiting to be collected more than 24 hours after it was marked ready, it's shown as "unclaimed". Please collect orders promptly: spots aren't required to keep them.

If a spot closes or pauses new orders, you can't place new orders there until it reopens. If something is wrong with an order, or you want to cancel it, ask the spot first; you can also contact us from the order in the app.

11. Links to spots

Each spot has its own address on liquidwallet.co, such as liquidwallet.co/l/your-spot, that opens the spot in the Liquid app, and spots may share it, for example on their website. Liquid has no payment codes: you pay only for orders you place in the app.

Links never contain prices. The amount you pay is always the total that Liquid's servers calculate and show you before you confirm.

12. Refunds of orders

A spot can refund an order in full, or refund single items of it, to your Liquid Cash balance until the order is included in the spot's payout, and an order that a spot cancels or doesn't confirm in time is refunded in full (section 10). A refunded item returns what you paid for it, after its discount, with its share of the sales tax; refunding the last items of an order also returns the tip. After that, and for other partial refunds, Liquid support handles refunds. An order refund puts the money back into your balance, in the deposits it was paid from, and never onto a card; money that came from your lock at the spot goes back to that lock, at its rate.

Deposits can't be refunded or withdrawn except as section 5 and the User Agreement explain (account deletion and cash-outs required by state law).

13. Notifications and location

We always send notifications about your orders and your wallet, for example when money is added, when an order is ready or when an order is refunded. Deal alerts are different: they are off unless you turn them on. If you turn them on, you get an alert when a partner location in your area starts a flash sale or an off-peak discount. We may combine deals that start close together into one alert, and we may limit how many deal alerts you get in a day or hold them overnight. You can turn deal alerts off at any time in the app, and you control push notifications in your device settings.

If you allow it, the app uses your device's location while you use it to show spots near you. Liquid never tracks your location in the background. The Privacy Policy explains how we handle the information involved.

14. Acceptable use

When you use Liquid, you agree not to:

• create more than one account per person;
• transfer, share your sign-in details for, or sell your account or your Liquid Cash balance;
• use someone else's account, payment method or identity, or let someone else use yours;
• provide false information, including a false date of birth;
• use the Platform for any fraudulent, unlawful or abusive purpose, or to buy anything for someone who isn't allowed to have it;
• misuse pickup codes, links to spots or refunds, or try to get discounts, credits or refunds you aren't entitled to;
• access Liquid by automated means, overload it, probe or bypass its security, or interfere with other users;
• attempt to reverse-engineer, interfere with or circumvent any part of the Platform, except where the law allows it.

15. Partner locations

The list of partner locations on the Platform may change at any time, and a spot may stop taking Liquid. We don't guarantee the continued availability of any particular spot. If a partner location is removed, your Liquid Cash balance remains available at the other partner locations, including any money you had locked at that location, which goes back to your balance.

16. Suspension, termination and deleting your account

By you. You can delete your account at any time in the app (Profile → Delete account) or at liquidwallet.co/account/delete. When you do, we refund your remaining balance, including money you have locked at a spot, to the card or cards you paid with, as the User Agreement explains; the Privacy Policy explains what we delete and what we keep. You can also contact us at team@liquidwallet.co.

By Liquid. We may put your wallet on hold, suspend your account or close it if we reasonably believe you have broken these Terms or the User Agreement, if a payment is disputed (see the User Agreement), to prevent fraud or loss, or if the law requires it. When we can, we tell you why and how to contact us. If we close your account, your remaining balance, including money you have locked at a spot, is refunded to your card or cards in the same way as when you delete it, except any amount held because of an open card dispute or suspected fraud, and except where the law requires otherwise.

17. Our content and yours

Liquid, including the app, the website, our logos and the Liquid name, belongs to us or our licensors. We give you a personal, non-transferable, revocable license to use the app on your own devices for its intended purpose. Spots own their names, menus and photos. If you send us feedback, we may use it without owing you anything.

18. Third-party services

Liquid relies on other companies to work, including Apple and Google (app stores, sign-in and wallet payments), Stripe (card payments) and our other service providers listed in the Privacy Policy. Your use of their services may also be governed by their own terms. The app store you downloaded Liquid from is not responsible for Liquid or for supporting it.

19. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. LIQUID DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT A PARTICULAR SPOT OR DISCOUNT WILL BE AVAILABLE. THE FOOD AND DRINK THAT SPOTS SELL ARE THE RESPONSIBILITY OF EACH SPOT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LIQUID DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

20. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LIQUID'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE AMOUNT OF LIQUID CASH IN YOUR ACCOUNT AT THE TIME THE CLAIM ARISES. LIQUID IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS. Nothing in these Terms limits a liability that the law doesn't allow us to limit, or your right to the refunds of your balance described in section 5 and the User Agreement.

21. Governing law and disputes

If you have a problem with Liquid, please contact us first at team@liquidwallet.co so we can try to fix it. These Terms are governed by the laws of the State of Maryland, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or the Platform that cannot be resolved informally shall be resolved by binding arbitration on an individual (non-class) basis. You waive any right to a jury trial or to participate in a class action.

22. Changes to Liquid and to these Terms

We may update these Terms from time to time. Each version has a version number and an effective date, and every version stays available on liquidwallet.co. For a major change (for example 1.x to 2.0), we notify you in the app before it takes effect, and you must accept the new version in the app before your next deposit or order. Minor changes (for example 1.0 to 1.1) fix mistakes or clarify wording without changing your rights, and don't need a new acceptance; continuing to use the Platform after a change takes effect means you accept it.

23. Contact

Liquid LLC, 8 The Green STE B, Dover, DE 19901, United States

For all questions about these Terms: team@liquidwallet.co