Terms of Use

Use of the website (collectively with all information and other materials contained therein, and all services related thereto, the “Website”) provided by Liquidnet Holdings, Inc. and its subsidiaries (collectively solely for purposes of these Terms of Use, "Liquidnet") is subject to compliance with the terms and conditions set forth below.  By using the Website, each visitor to the Website (each, a “Visitor”) accepts these Terms of Use.  From time to time at its discretion, Liquidnet may amend, revise, modify or otherwise supplement these Terms of Use, including, without limitation, as may be necessary to comply with legal and regulatory requirements.  Each use of the Website constitutes a Visitor’s agreement to be bound by the then-current version of these Terms of Use. 

RESTRICTIONS ON USE

Each Visitor may not copy, reproduce, republish, recompile, redeliver, decompile, disassemble, reverse engineer, distribute, publish, display, modify, upload, post, transmit, create derivative works from, use "frame" technology on, in any way create a misimpression or confusion with respect to sponsorship or affiliation in respect of, or exploit in any way, the Website.

EACH VISITOR MAY NOT USE THE WEBSITE FOR ANY ILLEGAL PURPOSE OR IN ANY MANNER INCONSISTENT WITH THESE TERMS OF USE.  EACH VISITOR AGREES TO USE THE WEBSITE SOLELY FOR ITS OWN NONCOMMERCIAL USE AND BENEFIT, AND NOT FOR RESALE OR OTHER TRANSFER OR DISPOSITION TO, OR USE BY OR FOR THE BENEFIT OF, ANY OTHER PERSON OR ENTITY.

NO WARRANTIES

Liquidnet makes no warranty, express or implied, concerning the Website.  The services, information and other materials provided by Liquidnet and third-party providers via the Website are on an "as is" basis and at a Visitor’s sole risk, and Liquidnet expressly disclaims any implied warranty of merchantability or fitness for a particular purpose in respect thereof, including, without limitation, any warranty with respect to correctness, quality, accuracy, completeness, reliability, performance, timeliness or continued availability.

Neither Liquidnet nor any of its third-party providers shall have any responsibility to maintain the services, information and other materials made available on the Website, or to supply any corrections, updates or releases in connection therewith.  Availability of services, information and other materials made available via the Website is subject to change without notice.

Liquidnet makes no warranty whatsoever to any Visitor, express or implied, regarding the security of the Website, including, without limitation, with respect to the ability of unauthorized persons to intercept or access information transmitted by a Visitor to the Website.

Liquidnet does not warrant that the Website, including any services, information and other materials made available via the Website, is compatible with a Visitor’s equipment or software, or that the Website, including any services, information and other materials made available via the Website, or any communications with Liquidnet or its affiliates, or their respective officers, directors, principals, partners, shareholders, agents, employees, representatives, successors and assigns, is free of errors or viruses, worms or "Trojan horses", or any other harmful, invasive or corrupted files, and no such persons or entities shall be liable for any damage that a Visitor and/or recipient, as applicable, may suffer as a result thereof.

The Website, including any services, information and other materials made available via the Website, may provide links to certain internet sites (each, a “Site”, and collectively, the "Sites") sponsored and maintained by third parties.  Liquidnet provides such links to the Sites solely as a convenience to Visitors.  Accordingly, Liquidnet makes no representations concerning any aspect, including, without limitation, the content, of the Sites.  The fact that Liquidnet has provided a link to a Site does not constitute an endorsement, authorization, sponsorship or affiliation by Liquidnet with respect to such Site, its owners or its providers.  Liquidnet has not tested any information, software or products found on any of the Sites and therefore does not make any representations with respect thereto, including, without limitation, any representations regarding the content or sponsors of the Sites, or the suitability or appropriateness of the products or transactions described therein.

NO LIABILITY

None of Liquidnet, its affiliates or any of their respective officers, directors, principals, partners, shareholders, agents, employees, representatives, successors or assigns shall have any liability, contingent or otherwise, to a Visitor or to any other third parties, or any responsibility whatsoever, for any failure, including, without limitation, the failure of any connection or communication service, to provide or maintain access to the Website, including, without limitation, any services, information and other materials made available via the Website, or for any interruption or disruption of such access or any erroneous communication related thereto, regardless of the cause, including, without limitation, whether a connection or communication service is provided by Liquidnet or a third-party service provider.  None of Liquidnet, its affiliates or any of their respective officers, directors, principals, partners, shareholders, agents, employees, representatives, successors or assigns shall have any liability, contingent or otherwise, to any Visitor or to any other third parties, for the correctness, quality, accuracy, timeliness, reliability, performance, continued availability, completeness or delays, omissions or interruptions in the delivery of the services, information and other materials made available via the Website.  In no event will Liquidnet, its affiliates or any of their respective officers, directors, principals, partners, shareholders, agents, employees, representatives, successors or assigns be liable for any special, indirect, incidental or consequential damages which may be incurred or experienced on account of any Visitor using the Website, including any services, information and other materials made available via the Website, even if Liquidnet has been advised of the possibility of such damages, and none of such persons or entities will have any responsibility to inform any Visitor of any difficulties experienced by Liquidnet or any third parties with respect to the Website or any services, information and other materials made available via the Website, or to take any action in connection therewith.

TRADEMARKS

The trademarks, service marks and logos (collectively, the "Trademarks") displayed on the Website are registered and common law trademarks of Liquidnet and/or various third parties.  Nothing contained on the Website should be construed as granting any license or right to use any of the Trademarks without the written permission of Liquidnet or such other party that may own the Trademarks.

If a Visitor submits material to the Website or to Liquidnet or its employees or representatives, unless Liquidnet indicates otherwise, such Visitor grants Liquidnet, its affiliates and representatives a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy and display such material throughout the world in any form, media or technology now known or hereafter developed.  Each Visitor also permits Liquidnet and any other Visitor to access, store and reproduce such material for its personal use.  Each Visitor grants Liquidnet, its affiliates and representatives the right to use the name that such Visitor submits in connection with such material.  Each Visitor represents and warrants that it owns or otherwise controls all of the rights to any material that it submits; that the material it submits is truthful and accurate; that use of the material it supplies does not violate these Terms of Use and will not cause injury to any person or entity; and that it will indemnify Liquidnet, its affiliates, and their respective officers, directors, principals, partners, shareholders, agents, employees, representatives, successors and assigns for all claims resulting from material it supplies.  None of Liquidnet, its affiliates, and their respective officers, directors, principals, partners, shareholders, agents, employees, representatives, successors and assigns takes any responsibility or assumes any liability for any material submitted by a Visitor or any other third party.

Liquidnet®, Liquidnet H2O®, Discovery® and Virtual High Touch® are registered trademarks of Liquidnet Holdings, Inc.

The Website, and the features, methods, products and services accessible via the Website, may be covered by one or more patents and/or pending patent applications, including, without limitation: US Patent Nos. 7,136,834, 7,747,515, 7,831,507, 8,055,576, 8,073,763, 8,359,260, 8,548,898, 8,959,031 and any corresponding foreign counterparts.

These Terms of Use shall be governed and construed in accordance with the laws of the United States and the State of New York, without giving effect to conflicts-of-law principles thereof.  Each Visitor agrees to submit to the exclusive personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to (i) any legal proceedings that may arise in connection with the Website, including any services, information and other materials made available via the Website, and (ii) any disputes as to the interpretation or breach of these Terms of Use.