Terms of Use

01Terms; About Liquidity.Land

These Terms of Use (these “Terms”) govern your access to and use of the Liquidity.Land website located at Liquidity.land and its subdomains (including app.liquidity.land) (the “Site”) and the information, research, campaign pages, diligence materials, wallet functionality and other content, features and services made available through the Site and the memoranda, research and other materials and communications that we formally publish or distribute in connection with Liquidity.Land through designated channels such as Telegram, email, shared documents, social media and events (collectively, the “Service”).

Liquidity.Land is owned and operated by The Tie LLC, a Delaware limited liability company and wholly owned subsidiary of The Tie Inc. (“The Tie LLC,” “we,” “us” or “our”).

Liquidity.Land is a non-custodial information, discovery and attribution platform that enables users to discover and evaluate opportunities involving third-party decentralized finance protocols, vaults, strategies and other digital-asset products and services. Liquidity.Land may also provide links or other means through which users may access third-party services.

By accessing or using the Service, you acknowledge that you have read, understand and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

Certain products or services may be subject to additional terms or separately-executed agreements. If there is a conflict between these Terms and a separately-executed agreement governing a particular product or service, the separately-executed agreement will control with respect to that product or service.

02Eligibility and Access

By accessing or using the Service, you represent and warrant that you are at least 18 years of age and of legal age to enter into a binding agreement in your jurisdiction, have the legal capacity to do so, and are permitted to access and use the Service under applicable law.

Before accessing or using the Site or connecting a digital-asset wallet through the Site, you will be required to scroll through the full text of these Terms and affirmatively indicate your acceptance by clicking an “I Agree” or equivalent button (a “Scrollwrap Acceptance”). Your Scrollwrap Acceptance constitutes your electronic signature and your binding agreement to all provisions of these Terms, including the arbitration agreement and class action waiver in Section 19. Certain portions of the Service may additionally require you to connect a digital-asset wallet and verify control of a wallet address, including by signing a message. The message you sign to verify a wallet may include your acknowledgement and acceptance of these Terms. If it does, signing that message counts as a further electronic signature and confirmation of your agreement to be bound by these Terms. This is in addition to, and not a condition of, your Scrollwrap Acceptance.

Any such wallet signature is used solely for verification and authentication purposes and does not constitute or authorize a transaction, transfer, approval or other movement of digital assets. The Tie LLC does not obtain custody or control of your digital assets by virtue of your connecting or verifying a wallet.

The Tie LLC may restrict or condition access to the Service or to any particular opportunity, feature or functionality based on geographic location, eligibility requirements, legal or regulatory considerations, or other factors determined by The Tie LLC.

Certain opportunities, including opportunities involving tokenized real-world assets, are not available to U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) or to persons located in the United States, or to residents of or persons located in any other jurisdiction in which such opportunity is restricted (each, a "Restricted Person"). By accessing or participating in any such opportunity, you represent and warrant that you are not a Restricted Person and are not acting on behalf of or for the benefit of a Restricted Person.

You represent and warrant that you are not, and you covenant that for so long as you use the Service you are not and will not become (a) designated on, or owned or controlled (directly or indirectly) by any person designated on, any sanctions list maintained by a governmental authority, including the Specially Designated Nationals and Blocked Persons List (“SDN List”) maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the Consolidated List of Financial Sanctions Targets maintained by His Majesty’s Treasury, or any equivalent list maintained by the United Nations, the European Union or any other applicable jurisdiction, (b) the subject of any other economic or trade sanctions administered or enforced by the United States, the United Nations, the European Union, the United Kingdom or any other applicable jurisdiction, (c) located, organized or resident in a country or territory that is the subject of comprehensive sanctions, or (d) acting on behalf of or for the benefit of any person described in clauses (a), (b) or (c). If at any time you become subject to any of the foregoing, you must immediately cease all use of the Service. You also represent and warrant that you will not use the Service in connection with digital assets derived from unlawful activity and will not use a virtual private network or other means to circumvent any restriction on access to the Service.

03Non-Custodial Platform

The Tie LLC does not hold, custody, control, receive or take possession of user funds or digital assets and does not execute transactions on behalf of users.

When you elect to participate in an opportunity identified through the Service, you interact and transact directly with the applicable third-party protocol, smart contract or other service provider. The Service directs you to the applicable third party’s own website or application to complete any such transaction. Any deposit, withdrawal, redemption, staking, lending, liquidity provision or other transaction involving your digital assets occurs directly between you and the applicable third party and not through an account controlled by The Tie LLC.

You are solely responsible for your wallet, private keys, credentials and transactions, including verifying the address, smart contract, protocol and transaction details before authorizing any transaction.

04Informational Purposes Only; No Investment Advice

The Service and all information, research, memoranda, analyses and other content made available through the Service (collectively, “Content”) are provided for informational and research purposes.

The Tie LLC is not acting as your investment adviser, broker, dealer, fiduciary, financial planner, asset manager or other financial adviser in providing the Service or Content.

Nothing contained in or made available through the Service constitutes or should be construed as investment, financial, legal, tax or other professional advice, a solicitation, an offer to sell or a recommendation to buy or sell any digital asset or other instrument, or as a recommendation that any particular person participate in any protocol, vault, strategy, campaign or other opportunity.

Information concerning a protocol, strategy, yield, incentive or other opportunity is not prepared based on, or tailored to, your investment objectives, financial circumstances, risk tolerance, portfolio, liquidity requirements or particular needs.

You are solely responsible for deciding whether to participate in any opportunity. You should conduct your own research, independently evaluate the merits and risks of any transaction and consult your own investment, legal, tax and other professional advisers as appropriate.

05Digital Assets and Regulatory Status

Digital assets, decentralized finance protocols, smart contracts, vaults, liquidity arrangements and related products and transactions involve significant risks and may be subject to securities, commodities, banking, money transmission, tax and other laws and regulations in one or more jurisdictions.

The legal and regulatory treatment of a digital asset, protocol, vault, strategy or transaction may vary depending on its characteristics, how it is offered or used, the parties involved and applicable law.

The inclusion, description, analysis, promotion or availability of any digital asset, protocol, vault, strategy or other product or service through Liquidity.Land does not constitute a determination or representation by The Tie LLC regarding its legal or regulatory status, including whether any asset, product or transaction constitutes a security, investment contract, commodity or other regulated instrument under applicable law.

The availability of an opportunity through the Service should not be interpreted as a representation that it is lawful or appropriate for any particular person or in any particular jurisdiction.

The Tie LLC may decline to display, restrict access to, suspend or remove any opportunity at any time, including for legal, regulatory, compliance or risk-management reasons.

06Third-Party Protocols, Vaults and Strategies

Opportunities made available or discussed through Liquidity.Land may involve protocols, vaults, smart contracts, applications, networks and other products and services operated or controlled by third parties (“Third-Party Services”).

Third-Party Services are not owned, operated, or controlled by The Tie LLC, The Tie Inc., or any of their affiliates.

Your participation in an opportunity may require you to leave Liquidity.Land, access a third-party website or application, connect your wallet to a third-party protocol or smart contract, and enter into a transaction directly with a third party.

The Tie LLC does not control the operation, security, availability or performance of Third-Party Services and is not responsible for their acts or omissions.

Your use of a Third-Party Service is subject to the applicable third party’s terms, conditions, policies and smart contracts.

The Tie LLC is not responsible for any loss resulting from or relating to a Third-Party Service, including losses resulting from smart-contract vulnerabilities or exploits, hacks, cybersecurity incidents, oracle failures, bridge failures, governance actions, protocol modifications, insolvency, counterparty failure, stablecoin depegging, market movements, liquidity shortages, redemption restrictions or delays, or the loss or impairment of digital assets.

07Diligence, Memoranda and Research

The Tie LLC may review potential opportunities and make available memoranda, research, analyses, summaries, risk information or other diligence materials.

Such materials are provided for informational purposes only. Any diligence, screening, memorandum, analysis or other review performed or made available by The Tie LLC is not a guarantee, certification, audit, endorsement or representation that a protocol, strategy, vault or other opportunity is safe, suitable, profitable or free from risk.

Diligence and other Content may be based in whole or in part on information provided by protocols, networks, service providers or other third parties. The Tie LLC does not independently verify all information provided by third parties and does not guarantee that such information is accurate, complete or current.

Information may become inaccurate or outdated as protocols, smart contracts, market conditions, incentive programs or other circumstances change. The Tie LLC has no obligation to update, correct or supplement any Content previously made available through the Service.

You should independently verify information relevant to your decision before participating in any opportunity.

08Commercial Relationships and Compensation

The Tie LLC and its affiliates, including The Tie Inc., may have commercial relationships with protocols, networks or other third parties whose products or opportunities are displayed, discussed, promoted or made available through the Service, and may receive compensation in connection with those relationships. The Tie LLC and its affiliates may also provide strategy design, advisory or other services to protocols or third parties whose products are made available through the Service. The Tie LLC, its affiliates and their respective personnel may hold digital assets or positions in protocols or products made available through the Service. Such holdings are subject to applicable internal policies, which do not create any rights in, or obligations enforceable by, any third party, including any user of the Service.

Opportunities displayed, promoted or given prominence on the Service may be selected or presented based in part on such compensation. Receipt of compensation does not create an advisory, fiduciary or other duty to any user. Payment by a protocol or other third party is not a representation or guarantee by The Tie LLC or its affiliates that any protocol, product, strategy or opportunity is safe, suitable, profitable or appropriate for any user. Neither The Tie LLC nor its affiliates guarantee any yield, return or other result in connection with any opportunity.

09Yield, Rewards and Incentives

The Service may display or describe annual percentage rates, annual percentage yields, estimated or historical yields, rewards, token incentives, points, airdrops, promotional rates, fees, lock-up periods, redemption terms and other economic information relating to an opportunity. Past performance is not indicative of future results.

Such information is provided for informational purposes and may be based on information supplied by the applicable protocol or other third parties.

The Tie LLC does not fund, guarantee or undertake to pay any yield, reward, incentive, token allocation, airdrop or other return displayed or described through the Service. Where an opportunity is described as offering a “guaranteed,” “fixed” or “committed” rate, bonus or reward, any such commitment is made solely by the applicable protocol or other third party and not by The Tie LLC.

Rates, rewards and incentives may change or terminate and may be subject to eligibility conditions, caps, lock-up periods, vesting requirements, token prices, protocol rules or other conditions.

Points, miles, experience points and similar rewards are determined solely by the applicable protocol. The protocol alone determines eligibility, accrual, value and redemption, and whether such rewards are transferable, changed, discontinued or ever converted into tokens. They may have no monetary value. Neither The Tie LLC, The Tie Inc., nor any of their affiliates issues, administers or guarantees any such rewards. Any information about them displayed through the Service is provided by or derived from the protocol and may be inaccurate or out of date. Any claim relating to such rewards must be made against the applicable protocol.

Any stated APY, APR, yield, return or reward is not a guarantee or prediction of the amount you will actually receive.

10Risks

Participation in digital-asset and decentralized-finance activities involves substantial risk and may result in the loss of some or all of your assets.

Risks may include, without limitation:

• volatility and loss of value of digital assets;
• smart-contract vulnerabilities, coding errors, exploits and hacks;
• counterparty and protocol risk;
• liquidity and redemption risk;
• impermanent loss;
• leverage, looping and liquidation risk;
• risks relating to vault curators, strategy managers and other parties with discretion over deposited assets;
• for tokenized real-world assets, default or impairment of the underlying assets or borrowers, and risks relating to off-chain custodians, issuers, special-purpose vehicles and the enforceability of claims to the underlying assets;
• stablecoin or other asset depegging;
• oracle, bridge, validator and network failures;
• slashing or similar protocol penalties where applicable;
• governance decisions and protocol modifications;
• lock-up periods or restrictions on withdrawals;
• changes to yields, rewards or incentive programs;
• cybersecurity, wallet and private-key risks;
• regulatory or legal changes;
• tax consequences; and
• operational failures or insolvency of protocols or other third parties.

The foregoing is not an exhaustive list of risks. By using the Service, you acknowledge that you have reviewed and understand the risks described above, and you assume all risks associated with your participation in any opportunity. To the maximum extent permitted by applicable law, you release and waive any claim against The Tie LLC, The Tie Inc. and their affiliates arising from or relating to any such risk. You are responsible for fully understanding the risks associated with an opportunity before participating.

11Wallet Information and Attribution

Certain features of Liquidity.Land may allow you to connect a digital-asset wallet and verify control of a wallet address. Wallet verification, including the signing of a message, is used for verification and authentication purposes and does not authorize The Tie LLC to initiate or execute transactions or transfer digital assets from your wallet.

The Tie LLC may use wallet addresses, wallet-verification information and publicly-available blockchain transaction data to identify activity associated with a campaign, attribute transactions or deposits, provide analytics, measure campaign performance and prepare reports.

Connecting or verifying a wallet does not give The Tie LLC custody or control of the digital assets held in that wallet.

Blockchain transactions and wallet addresses are generally public and may remain permanently available on the applicable blockchain.

12Privacy Policy

Our collection and use of personal information in connection with the Service are governed by The Tie Privacy Policy (located at https://www.thetie.io/legal/privacy-policy), which also covers information collected by The Tie LLC and its affiliates, as updated from time to time.

13Permitted Use and Intellectual Property

Subject to these Terms, The Tie LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Service for lawful personal, informational and research purposes and, if you access the Service on behalf of a business or organization, for its internal informational and research purposes.

Except as expressly authorized by The Tie LLC in writing or under a separate agreement, you may not:

• copy, reproduce, modify, distribute, publish, transmit, display, license, sell, rent, transfer or commercially exploit the Service or Content;
• aggregate, scrape, redistribute or make available to third parties Content obtained through the Service;
• use automated means to access, monitor, extract or copy the Service or Content;
• use Content to train, develop, improve or operate an artificial-intelligence, machine-learning or similar model or technology;
• circumvent access controls or security measures;
• reverse engineer, decompile or disassemble the Service;
• introduce malware or other harmful code;
• remove or alter proprietary notices; or
• use the Service or Content for an unlawful purpose.

Notwithstanding the foregoing, you may share (a) links to the Service, and (b) publicly available campaign pages and other materials that we designate for sharing, in each case without modification and with attribution to Liquidity.Land. This permission does not extend to memoranda or other materials marked confidential, and you may not use any shared material to direct any opportunity to a Restricted Person or to persons to whom it is not available.

The Service and Content, including its text, data, research, memoranda, graphics, software, design and compilation, are owned by or licensed to The Tie LLC, The Tie Inc. or their affiliates and are protected by applicable intellectual-property laws.

“Liquidity.Land,” “The Tie,” and associated names, logos and marks are owned by or licensed to The Tie LLC, The Tie Inc. or their affiliates.

14Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

THE TIE LLC DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, THE TIE LLC DOES NOT WARRANT THAT THE SERVICE, CONTENT, ANY THIRD-PARTY SERVICE OR ANY OPPORTUNITY WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, AVAILABLE, SECURE, ERROR-FREE, PROFITABLE OR SUITABLE FOR ANY PARTICULAR PURPOSE OR PERSON.

15Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TIE LLC, THE TIE INC., THEIR AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS AND INFORMATION PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY OR DIGITAL ASSETS, ARISING OUT OF OR RELATING TO THE SERVICE, CONTENT, ANY THIRD-PARTY SERVICE, ANY TRANSACTION OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE TIE LLC, THE TIE INC. AND THEIR AFFILIATES ARISING OUT OF OR RELATING TO THE SERVICE, CONTENT, ANY THIRD-PARTY SERVICE, ANY TRANSACTION OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS, IF ANY, PAID BY YOU DIRECTLY TO THE TIE LLC FOR ACCESS TO THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The foregoing limitations apply to the fullest extent permitted by applicable law and even if any remedy fails of its essential purpose.

16Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless The Tie LLC, The Tie Inc. and their affiliates and their respective officers, directors, employees and agents from and against claims, liabilities, damages, judgments, settlements, fines, penalties, losses, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to (a) your violation of these Terms; (b) your unlawful or unauthorized use of the Service or Content; (c) your violation of applicable law or a third-party right; (d) your interaction or transaction with a Third-Party Service; or (e) any misrepresentation made by you.

17Suspension; Changes to the Service

The Tie LLC may suspend, restrict or terminate your access to all or any portion of the Service if you violate these Terms, use the Service unlawfully, create security or other risks, or where restriction is reasonably appropriate for legal, regulatory, compliance, operational or risk-management reasons.

The Tie LLC may modify, suspend or discontinue any portion of the Service, Content, opportunity, feature or functionality at any time.

Sections 4 through 20, and any other provision of these Terms that by its nature should survive, will survive any suspension or termination of your access to the Service.

18Changes to These Terms

We may update these Terms from time to time.

If we make a material change, we will endeavor to provide notice through the Service or by other means we consider appropriate. Posting of revised Terms on the Site constitutes sufficient notice of any change. The “Last Updated” date above will indicate when these Terms were most recently revised.

Your continued use of the Service after revised Terms become effective constitutes your acceptance of the revised Terms.

19Governing Law and Jurisdiction

Governing Law. These Terms and any dispute, claim or controversy arising out of or relating to these Terms, the Service or your use of the Service (each, a "Dispute") will be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, except that this arbitration agreement is governed by the Federal Arbitration Act (the "FAA").

Informal Dispute Resolution. Before starting an arbitration or court proceeding, the party bringing the Dispute must send the other party a written notice describing the Dispute and the relief sought. Notices to us go to legal@thetie.io. The parties will try in good faith to resolve the Dispute informally for thirty (30) days after the notice is received.

Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS HOW YOU CAN SEEK RELIEF. Except as provided below, any Dispute not resolved informally will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA"). The AAA Consumer Arbitration Rules apply if you are an individual using the Service for personal purposes, and the AAA Commercial Arbitration Rules apply otherwise, including any applicable AAA mass arbitration rules. A single arbitrator will hear the arbitration, and the parties may participate by video or other remote means. The arbitrator will decide all issues, including the scope, validity and enforceability of this arbitration agreement, except as provided under "Class Action Waiver" below. Judgment on the award may be entered in any court of competent jurisdiction. Payment of arbitration fees will be governed by the applicable AAA rules. The arbitrator may award fees and costs to the prevailing party if the other party’s claims or defenses are found to be frivolous or brought in bad faith.

International Arbitration. If you reside outside the United States, the arbitration will be administered by the International Centre for Dispute Resolution under its International Arbitration Rules. The seat of arbitration will be Wilmington, Delaware, and the arbitration will be conducted in English.

Exceptions to Arbitration. Either party may (a) bring an individual claim in small claims court, as long as it stays there and proceeds only on an individual basis, and (b) seek injunctive or other equitable relief in court to protect its intellectual property or to stop unauthorized access to or misuse of the Service.

Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR PROCEEDING. The arbitrator may not consolidate claims of more than one person or preside over any class, consolidated or representative proceeding. If a court finds this class action waiver unenforceable as to any claim, that claim will be severed and decided by a court under "Court Proceedings" below, and will not proceed in arbitration on a class basis. Only a court may decide whether this class action waiver is enforceable.

You may opt out of this arbitration agreement by emailing legal@thetie.io within thirty (30) days after you first accept these Terms. Your email must include your name, the wallet address or email associated with your use of the Service, and a clear statement that you are opting out. Opting out does not affect any other part of these Terms, including the class action waiver and jury trial waiver, which will remain in full force and effect.

Court Proceedings. Any Dispute that is not subject to arbitration will be brought exclusively in the state or federal courts located in the State of Delaware, and you consent to the personal jurisdiction and venue of those courts. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDING.

Time Limit. To the maximum extent permitted by applicable law, any Dispute must be commenced within one (1) year after the cause of action accrues, or it is permanently barred.

20Miscellaneous

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

The Tie LLC’s failure to enforce any provision of these Terms will not constitute a waiver.

You may not assign or transfer these Terms or any rights under them without The Tie LLC’s prior written consent. The Tie LLC may assign or transfer these Terms or its rights or obligations hereunder, including to an affiliate or in connection with a merger, acquisition, reorganization, sale of assets or similar transaction.

These Terms, together with any additional terms expressly applicable to your use of the Service, constitute the entire agreement between you and The Tie LLC concerning the subject matter addressed herein.

21Contact Us

Questions regarding these Terms may be directed to: