Terms and Conditions

Acceptance of terms

These Terms and Conditions (the "Terms") form a binding agreement between you ("you", "your") and Liqaa, Inc. ("Liqaa", "we", "our"). By accessing or using the Service in any way, including downloading the application, creating an account, or capturing a single contact, you confirm that you have read, understood, and agreed to be bound by these Terms and our Privacy Policy.

If you do not agree to any part of these Terms, you must not access or use the Service.

Eligibility & accounts

You must be at least 18 years old, or the age of legal majority in your jurisdiction, to use the Service. By using Liqaa you represent and warrant that you meet this requirement and have the legal capacity to enter into these Terms.

Account responsibility

You are responsible for safeguarding your account credentials and for any activity that occurs under your account. You agree to provide accurate, current, and complete information at registration and to keep that information up to date. You must notify us immediately of any unauthorized access or suspected breach.

Team and workspace accounts

If you use the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and the term "you" applies to both you and that organization. Workspace administrators may manage, restrict, transfer, or delete user accounts and content within their workspace.

The Service

Liqaa provides software for capturing, organizing, and syncing professional contacts and conversation context to third-party customer relationship management ("CRM") platforms. The Service is offered "as is" and we may, at our sole discretion, modify, add, remove, or discontinue features at any time, with or without notice.

License grant

Subject to your continuous compliance with these Terms, Liqaa grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business or personal networking purposes. This license terminates automatically if you violate these Terms.

All rights not expressly granted to you are reserved by Liqaa and its licensors.

Your content

You retain all rights you have in the contacts, audio recordings, transcripts, notes, images, and other materials you submit to the Service ("User Content"). You are solely responsible for your User Content, including its legality, accuracy, and your right to upload or process it.

License you grant to us

You grant Liqaa a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, modify (for formatting and technical purposes), and create derivative works of your User Content solely to operate, maintain, secure, and improve the Service and to provide the features you request.

Your representations

You represent and warrant that (a) you have all rights, consents, and permissions necessary to submit User Content and to grant the license above; (b) the people whose information you capture have been informed and, where required by law, have consented; and (c) your User Content does not violate any law or third-party right, including privacy, publicity, intellectual property, or contractual rights.

Backups and deletion

While we take reasonable care to maintain backups, you are responsible for keeping independent copies of any data important to you. Deletion of an account may result in permanent loss of associated User Content after a reasonable retention window.

Acceptable use

You agree not to, and not to assist anyone else to:

• use the Service for any illegal, harmful, fraudulent, infringing, or unauthorized purpose;
• capture, record, or transcribe any person without first obtaining the consent required by applicable law in the jurisdiction where the capture occurs;
• send spam, unsolicited messages, or marketing communications using contacts captured via the Service in violation of any anti-spam or marketing law;
• upload viruses, malware, or any code intended to disrupt, damage, or limit the functioning of the Service or any system or network;
• attempt to gain unauthorized access to the Service, other accounts, or our infrastructure, or probe, scan, or test the vulnerability of any system without express written permission;
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent expressly permitted by law;
• resell, sublicense, lease, or otherwise commercially exploit the Service except as expressly permitted by us in writing;
• use any automated means (bots, scrapers, crawlers) to access the Service except via interfaces and rate limits we expose;
• misrepresent your identity or affiliation with any person or entity;
• circumvent or attempt to circumvent any usage limit, access control, or security feature of the Service.

We may investigate any suspected violation and take any action we consider appropriate, including suspending or terminating your access without notice.

Third-party services

The Service integrates with third-party platforms, including but not limited to HubSpot, Salesforce, Pipedrive, Attio, Apple, Google, and your device's operating system. Your use of any third-party service is governed by that party's own terms and privacy policy. Liqaa is not responsible for, and makes no warranty regarding, any third-party service or any content, data, or functionality made available through it.

If a third-party service becomes unavailable, changes its API, or terminates its relationship with us, we may modify or discontinue the related feature without liability.

Fees & billing

Certain features of the Service require payment. Pricing, billing periods, and feature scope are described at the point of purchase or in your order form. Unless explicitly stated otherwise:

• fees are non-refundable, except as required by law;
• subscriptions renew automatically at the end of each billing period at the then-current rate;
• you authorize us (and our payment processors) to charge your designated payment method for all fees and applicable taxes;
• we may change our prices on notice; changes take effect at the start of your next billing period;
• failure to pay any amount when due may result in suspension or termination of access.

You are responsible for any taxes, duties, or government charges associated with your use of the Service, other than taxes based on Liqaa's net income.

Intellectual property

The Service, including all software, designs, text, graphics, logos, trademarks, and the underlying technology, is owned by Liqaa or its licensors and is protected by copyright, trademark, and other laws. Nothing in these Terms transfers any ownership of the Service or our intellectual property to you.

"Liqaa", the Liqaa logo, and any related marks are trademarks of Liqaa, Inc. You may not use them without our prior written permission.

Feedback

If you submit ideas, suggestions, or feedback about the Service, you grant Liqaa a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and exploit that feedback for any purpose without obligation or compensation to you.

Suspension & termination

We may suspend or terminate your access to the Service, in whole or in part, at any time, with or without notice, for any reason, including suspected violation of these Terms, suspected illegal activity, non-payment, or risk to the Service, other users, or third parties.

You may terminate your account at any time through the in-app settings. Upon termination: (a) your license to use the Service ends immediately; (b) any fees already paid are non-refundable; and (c) provisions of these Terms which by their nature should survive (including ownership, indemnity, disclaimers, limitations of liability, and dispute resolution) will survive termination.

Disclaimers

We do not warrant that the Service will meet your requirements, operate without interruption, be secure, accurate, complete, free of viruses or harmful components, or that any defects will be corrected. Any reliance on the Service or its output is at your own risk.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LIQAA, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO LIQAA FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, the limitations above apply to the maximum extent permitted by law.

Indemnification

You agree to defend, indemnify, and hold harmless Liqaa, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms or any law; (d) your violation of any third-party right, including privacy, publicity, or intellectual property; or (e) your negligence or willful misconduct.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of those claims.

Governing law & disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution

Before filing any claim, you agree to first contact us at support@liqaa.app and try to resolve the dispute informally for at least sixty (60) days.

Binding arbitration & class waiver

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be settled by binding arbitration administered by a recognized arbitration body in Wilmington, Delaware, on an individual basis. You and Liqaa each waive any right to a jury trial and to participate in a class action, class-wide arbitration, or representative proceeding. Either party may seek injunctive or equitable relief in court for actual or threatened infringement of intellectual property rights.

Changes to these Terms

We may revise these Terms from time to time. The most current version will always be posted at this URL. If a change is material, we will provide reasonable notice (for example, by email or an in-app notice) before it takes effect. Your continued use of the Service after the effective date of any change constitutes your acceptance of the revised Terms.

General provisions

Entire agreement

These Terms, together with our Privacy Policy and any order form or written agreement we sign with you, constitute the entire agreement between you and Liqaa concerning the Service and supersede all prior or contemporaneous understandings.

Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.

No waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may freely assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

Force majeure

Liqaa is not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility outages, or third-party service failures.

Notices

We may provide notices to you by email, through the Service, or by posting on our website. Notices to Liqaa must be sent to support@liqaa.app.