Terms of Service

Last updated: 2026/06/17

These Terms of Use (“Terms”) govern access to and use of the Liqvity website, platform, software, data rooms, communications tools, APIs, and related services (collectively, the “Platform”) provided by Liqvity [legal entity name] (“Liqvity,” “we,” “us,” or “our”).

By accessing or using the Platform, you agree to be bound by these Terms. If you access or use the Platform on behalf of an entity, you represent and warrant that you are authorized to bind that entity, and “you” includes both you and that entity.

If you do not agree to these Terms, you must not access or use the Platform.

1. The Platform

Liqvity provides a technology platform and related infrastructure for private markets fund secondaries and related liquidity workflows, including LP-led and GP-led transaction processes, counterparty connectivity, diligence collaboration, and related workflow tools.

The Platform is intended for professional and institutional use only.

2. Eligibility and Access

You may use the Platform only if:

  • You are at least 18 years old (by using this service you confirm you are at least 18 years old);

  • you are using the Platform in a professional or institutional capacity;

  • you have authority to act on behalf of yourself or the relevant institution;

  • your access and use comply with applicable laws, regulations, and contractual restrictions.

  • The Platform does not knowingly collect personal information from children or minors. If you become aware that a minor has provided personal information through the Platform, please contact us immediately.

Liqvity may require account approval, identity or institutional verification, eligibility checks, or additional onboarding before granting or maintaining access. We may accept, reject, restrict, suspend, or revoke access at our discretion where necessary to protect the Platform, comply with law, or maintain trust and integrity.

You are responsible for:

  • maintaining the confidentiality of your login credentials;

  • restricting access to your account;

  • ensuring that all information you provide is accurate and up to date;

  • all activity occurring under your account.

If you are a U.S. person, or are accessing the Platform from within the United States, you must qualify as an ‘Accredited Investor’ as defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933. Liqvity may request information to verify your status as an Accredited Investor at any time, and may suspend or revoke access if such status cannot be confirmed.

You must notify us promptly of any unauthorized access or suspected security incident involving your account.

3. Institutional Users and Authority

If you access the Platform on behalf of an institution, you represent and warrant that:

  • you are authorized to act for that institution;

  • the institution is responsible for your use of the Platform;

  • any information, materials, instructions, permissions, or communications submitted through your account are authorized by the institution, unless clearly stated otherwise.

Liqvity may treat actions taken through an authorized account as actions of the relevant user and, where applicable, the represented institution.

4. No Investment Advice; No Offer; No Agency

The Platform is an information, workflow, and connectivity platform only.

Liqvity does not:

  • provide investment, legal, tax, accounting, regulatory, or other professional advice;

  • recommend any investment, transaction, structure, counterparty, or course of action;

  • act as a broker, dealer, placement agent, investment adviser, fiduciary, or agent for any user;

  • negotiate, execute, clear, settle, or guarantee any transaction unless expressly agreed in writing in a separate agreement.

Nothing on the Platform constitutes:

  • an offer to sell or a solicitation of an offer to buy any security or other investment;

  • investment advice or a recommendation;

  • a representation that any user, opportunity, or transaction is suitable, lawful, or available in any jurisdiction.

You acknowledge that neither Liqvity, or any of its representatives will be deemed an agent or acting on behalf of you or any users on the platform.

Any transaction, investment decision, diligence review, negotiation, or reliance on Platform content is solely your responsibility. You must conduct your own independent review and obtain your own legal, tax, accounting, regulatory, and investment advice as appropriate.

Liqvity does not prepare or provide advice on the preparation of offering materials, assist in the negotiation of securities transactions, effect any securities transactions, hold any user funds or securities, or make any recommendations regarding securities. Information about any investment opportunity published on or made available through the Platform may not contain all relevant risk factors, and the merit of any particular transaction depends on the specific facts and circumstances of that transaction.

Forward-Looking Statements

Certain information available through the Platform may contain forward-looking statements, which are subject to risks and uncertainties and speak only as of the date on which they are made. Words such as ‘believe,’ ‘expect,’ ‘anticipate,’ ‘intend,’ ‘aim,’ ‘will,’ or similar expressions are intended to identify forward-looking statements. Liqvity undertakes no obligation to update or revise any forward-looking statements.

Past Performance

Any performance data or commentary made available through the Platform is indicative of past performance only. Past performance is not indicative of future results. No representation is made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. You may lose all or part of any investment you learn about or pursue through the Platform.

5. Member-to-Member Interactions

The Platform may enable users to identify, communicate with, share information with, and evaluate other users, institutions, counterparties, opportunities, or transaction processes.

Liqvity is not a party to any discussions, negotiations, arrangements, agreements, or transactions between users unless expressly agreed in writing. Users are solely responsible for:

  • assessing the identity, authority, suitability, and qualifications of counterparties;

  • the accuracy and completeness of content they provide;

  • negotiating and documenting transactions;

  • complying with all confidentiality, securities, sanctions, competition, marketing, and other legal requirements.

6. Acceptable Use

You may use the Platform only for lawful, authorized, and legitimate professional purposes consistent with these Terms.

You must not, and must not permit any third party to:

  • use the Platform for any unlawful, fraudulent, misleading, manipulative, or deceptive purpose;

  • upload or share false, inaccurate, misleading, infringing, defamatory, or unauthorized content;

  • misrepresent your identity, affiliation, authority, or intentions;

  • use the Platform to market or distribute opportunities in violation of applicable securities, marketing, or private placement laws;

  • scrape, crawl, harvest, copy, mirror, frame, or systematically extract data or content from the Platform;

  • reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform;

  • interfere with, disrupt, or circumvent the security, authentication, rate limits, access controls, or operation of the Platform;

  • upload malware, malicious code, or harmful content;

  • use the Platform to compete with, benchmark, or replicate the Platform without our prior written consent;

  • access another user’s account or restricted content without authorization;

  • use the Platform in a manner that could damage Liqvity, other users, or the integrity of private market processes.

When you access the Platform as an institutional user, you represent and warrant that you have in place internal procedures to implement anti-money laundering and counter-terrorism financing obligations, including: identification and verification procedures; staff training on money laundering risks; archiving of identification information; and internal monitoring to ensure compliance. Such procedures must comply with applicable law and, where relevant, the recommendations published by the Financial Action Task Force (FATF). You must be able to identify beneficial owners of relevant entities upon request. You must not use the Platform in connection with any transaction that involves proceeds of unlawful activity or that would violate applicable sanctions programs, including those administered by OFAC or equivalent authorities.

We may monitor compliance with these Terms and take appropriate protective measures.

7. Content and Data

Your Content

You retain ownership of content, data, documents, communications, and other materials you submit to or through the Platform (“User Content”).

You grant Liqvity a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, display, process, and otherwise use User Content solely as necessary to:

  • operate, provide, secure, support, and improve the Platform;

  • enable Platform features and workflows;

  • comply with law;

  • enforce these Terms;

  • protect the rights, safety, security, and integrity of Liqvity, users, and the Platform.

You represent and warrant that you have all rights, permissions, and legal bases necessary to submit and share User Content and that doing so does not violate law, confidentiality obligations, or third-party rights.

Platform Content

The Platform, including its software, design, structure, functionality, trademarks, text, graphics, analytics, workflows, and all related intellectual property, is owned by or licensed to Liqvity and is protected by applicable law.

Except for the limited right to use the Platform in accordance with these Terms, no rights are granted to you.

Feedback

If you provide feedback, ideas, or suggestions regarding the Platform, Liqvity may use them without restriction or compensation.

8. Confidentiality and Controlled Access

Because the Platform may be used in connection with private, confidential, and transaction-sensitive workflows, you agree to treat non-public information obtained through the Platform as confidential unless:

  • the information is publicly available without breach;

  • disclosure is authorized by the relevant owner;

  • disclosure is required by law, regulation, or valid legal process.

You are responsible for configuring sharing settings, permissions, recipients, and disclosures carefully. Access to content on the Platform does not create any right to further disclose, distribute, or use that content beyond the permitted purpose.

Separate confidentiality agreements, NDAs, transaction documents, or institutional policies may also apply.

Your confidentiality obligations under this Section 8 shall survive the termination or expiry of your access to the Platform for a period of six (6) years.

9. Verification, Compliance, and Restrictions

Liqvity may, but is not obligated to, conduct onboarding, verification, eligibility, sanctions, compliance, fraud, or risk-based checks on users or institutions.

Liqvity may impose restrictions by user type, jurisdiction, institution, workflow, or transaction type. You are solely responsible for ensuring that your access to and use of the Platform is lawful in each relevant jurisdiction and context.

Where the Platform is provided by Liqvity to users within the European Economic Area, users will be categorized as ‘Professional Clients’ as defined under Directive 2014/65/EU (MiFID II) and applicable implementing measures, to the extent they are not already categorized as ‘Eligible Counterparties.’ By accessing the Platform, you confirm your acceptance of this classification and acknowledge that you will benefit from the regulatory protections afforded to Professional Clients under applicable law. If you believe you have been incorrectly classified, you must notify us promptly.

The Platform may integrate with or link to third-party services, software, data providers, storage providers, identity providers, or other tools. Those third-party services are governed by their own terms and policies.

Liqvity is not responsible for third-party services, content, or availability, except as required by applicable law or expressly agreed otherwise.

11. Fees and Paid Services

Certain Platform features may be offered on a paid basis under an order form, subscription agreement, commercial proposal, or other written agreement.

Unless otherwise agreed in writing:

  • fees are non-cancellable and non-refundable once due;

  • you must pay all amounts when due, without set-off except where required by law;

  • taxes are your responsibility, excluding taxes based on Liqvity’s net income;

  • late payments may result in suspension or restriction of access.

If there is any conflict between these Terms and a separately executed commercial agreement, the commercial agreement will control to the extent of that conflict.

12. Privacy and Data Processing

Our processing of personal data is described in our Privacy Policy.

Where Liqvity processes personal data on behalf of a customer or institution, the parties may enter into a separate data processing agreement or similar terms.

13. Service Changes, Availability, and Beta Features

Liqvity may modify, update, improve, suspend, or discontinue any part of the Platform at any time.

We do not guarantee that the Platform will be uninterrupted, error-free, or available at all times. Scheduled and emergency maintenance may affect availability.

Any beta, preview, pilot, early-access, or experimental features are provided “as is,” may change at any time, and may be withdrawn without notice.

13A. Force Majeure

Liqvity shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including natural disasters, pandemic or public health emergency, war, terrorism, civil unrest, governmental action, change in law or regulation, power failure, internet or communications disruption, or failure of third-party service providers.

14. Suspension and Termination

Liqvity may suspend, restrict, or terminate your access to all or part of the Platform immediately, with or without notice, if:

  • you breach these Terms;

  • we reasonably suspect unlawful, fraudulent, abusive, or unauthorized activity;

  • your use creates legal, regulatory, security, reputational, or operational risk;

  • we are required to do so by law, regulator, court order, or third-party provider;

  • fees remain unpaid where applicable;

  • we discontinue the Platform or relevant services.

You may stop using the Platform at any time. If you have a paid subscription or commercial agreement, termination rights are governed by the applicable agreement.

Upon termination or suspension:

  • your right to access and use the Platform ceases to the extent specified;

  • we may disable access to User Content, subject to applicable law and contract;

  • provisions that by their nature should survive will survive, including provisions relating to confidentiality, intellectual property, disclaimers, liability, governing law, and dispute resolution.

15. Disclaimers

The Platform and all content, data, materials, and functionality made available through it are provided “as is” and “as available.”

To the maximum extent permitted by law, Liqvity disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, security, accuracy, completeness, reliability, and suitability.

Liqvity does not warrant that:

  • the Platform will meet your requirements;

  • any content is accurate, complete, current, lawful, or suitable;

  • any user, institution, or opportunity is genuine, qualified, creditworthy, authorized, or appropriate;

  • any transaction will be completed;

  • the Platform will be uninterrupted, secure, or error-free.

16. Limitation of Liability

To the maximum extent permitted by law, Liqvity and its affiliates, officers, directors, employees, contractors, and licensors will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, or for any loss of profits, revenue, business, opportunity, goodwill, data, or anticipated savings, arising out of or related to the Platform or these Terms.

To the maximum extent permitted by law, Liqvity’s aggregate liability arising out of or relating to the Platform or these Terms will not exceed:

  • for paid services, the total fees paid by you to Liqvity for the specific service giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim; or

  • for unpaid services, EUR 100.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

17. Indemnity

You will indemnify, defend, and hold harmless Liqvity and its affiliates, officers, directors, employees, contractors, and licensors from and against any claims, liabilities, damages, losses, judgments, settlements, costs, and expenses, including reasonable legal fees, arising out of or related to:

  • your use of the Platform;

  • your User Content;

  • your breach of these Terms;

  • your violation of law or third-party rights;

  • any dispute between you and another user, institution, or third party.

18. Governing Law and Jurisdiction

These Terms are governed by the laws of Denmark, excluding its conflict of laws principles.

The courts of Copenhagen, Denmark will have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or the Platform, except that Liqvity may seek injunctive or equitable relief in any competent jurisdiction to protect its intellectual property, confidential information, or security interests.

19. Changes to These Terms

We may update these Terms from time to time. Updated Terms will become effective when posted, unless otherwise stated.

If a change is material, we may provide additional notice through the Platform, by email, or by other reasonable means. Your continued use of the Platform after the effective date of updated Terms constitutes acceptance of the updated Terms.

Complaints

If you have a complaint regarding the Platform or these Terms, please contact us at legal@liqvity.com. We will acknowledge your complaint promptly and aim to provide a substantive response within a reasonable timeframe. If you are unsatisfied with our response, you may have the right to refer your complaint to a relevant regulatory authority or dispute resolution body depending on your jurisdiction.

20. General

These Terms, together with any applicable order form, subscription agreement, data processing agreement, privacy policy, and other documents expressly incorporated by reference, form the entire agreement between you and Liqvity regarding the Platform, unless superseded by a separate written agreement.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect.

Liqvity may assign or transfer these Terms, in whole or in part, including in connection with a corporate transaction. You may not assign or transfer your rights or obligations without our prior written consent.

No waiver of any provision will be deemed a further or continuing waiver.

Electronic Signatures

By selecting an ‘I agree,’ ‘Accept,’ or equivalent checkbox or button on the Platform, you agree that such action constitutes a valid electronic signature and that the commitments undertaken are legally binding, enforceable, and non-refutable by you and, where applicable, the institution on whose behalf you are acting. You represent and warrant that you have the authority to bind yourself and any such institution to these Terms.

Class Action Waiver

To the extent permitted by applicable law, you and Liqvity agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Intellectual Property Infringement Claims

If you believe that content available on the Platform infringes your intellectual property rights, please submit a written notice to [email address] including: (a) a description of the copyrighted work or other intellectual property you claim has been infringed; (b) identification of the material you claim is infringing and its location on the Platform; (c) your contact details; (d) a statement that you have a good faith belief that the use is not authorized by the rights holder, its agent, or the law; and (e) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the rights holder or authorized to act on their behalf. Liqvity will review valid notices and may remove or disable access to infringing material at its discretion.

21. Contact

If you have questions about these Terms, please contact:

Liqvity ApS
CVR: 46570375
Email: legal@liqvity.com