Terms And Conditions

Last updated: January 16, 2025

Please read these Terms and Conditions ("Terms," "Terms and Conditions") carefully before using the website, software, and services operated by Liquidity AI Corp ("Company," "We," "Us," or "Our"), a broker-dealer registered with the U.S. Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"), where applicable. These Terms govern Your access to and use of the Donna AI platform and all associated software, data, and services (collectively, the "Service").

By accessing or using the Service, You agree to be bound by these Terms. If You disagree with any part of these Terms, You may not access the Service.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

  • Affiliate means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest, or other securities entitled to vote for election of directors or other managing authority.

  • Country refers to: California, United States.

  • Company (referred to as either "the Company," "We," "Us," or "Our" in this Agreement) refers to Liquidity AI Corp, a broker-dealer registered with the SEC, a member firm of FINRA (CRD/BrokerCheck record available at brokercheck.finra.org), and a member of SIPC, with its principal place of business in the State of California.

  • Device means any device that can access the Service, such as a computer, a cellphone, or a digital tablet.

  • Service refers to the Donna AI website, software platform, AI agents, data enrichment tools, outreach automation, AI voice agents, and any related applications made available by the Company.

  • Terms and Conditions (also referred to as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.

  • Third-Party Social Media Service means any services or content (including data, information, products, or services) provided by a third party that may be displayed, included, or made available by the Service.

  • Client Data means any data, contact lists, investment decks, deal criteria, prior outreach records, or other information that You upload, submit, or provide to the Service.

  • Securities has the meaning given to that term under Section 2(a)(1) of the Securities Act of 1933, as amended, and Section 3(a)(10) of the Securities Exchange Act of 1934, as amended.

  • You means the individual accessing or using the Service, or the company or legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Regulatory Status and Disclosures

Liquidity AI Corp is a broker-dealer registered with the SEC and is a member of FINRA and SIPC. You may verify Our registration and disciplinary history, if any, through FINRA BrokerCheck at brokercheck.finra.org or by calling FINRA at 1-800-289-9999. A copy of the FINRA BrokerCheck brochure is also available upon request.

Nothing in these Terms shall be construed to waive any right, protection, or disclosure required to be provided to You under the Securities Exchange Act of 1934, FINRA rules, SEC Regulation Best Interest ("Reg BI") where applicable, the California Corporate Securities Law of 1968, or any other applicable federal or state securities law or regulation. In the event of any conflict between these Terms and any legally mandated disclosure, account agreement, or regulatory requirement, the legally mandated disclosure or requirement shall control.

Nature of the Service — Technology Platform Supporting Investment Banking Activities

The Service is a proprietary technology platform ("Donna AI") that uses artificial intelligence, data aggregation, and automation to support the Company's investment banking, deal origination, and capital markets advisory activities, including prospect identification, outreach automation, and engagement tracking. Use of the Service does not itself constitute the rendering of investment banking, broker-dealer, or advisory services; such services are separately governed by a signed engagement letter, placement agency agreement, or other written agreement between You and the Company (each, an "Engagement Agreement"). In the event of any conflict between these Terms and an applicable Engagement Agreement, the Engagement Agreement shall control with respect to the investment banking services described therein.

Any communications, target lists, insights, or materials generated by the Service are tools to assist the Company's registered personnel and do not constitute independent investment advice, a research report, or a recommendation to buy, sell, or hold any security absent review and approval by an appropriately registered representative of the Company.

Artificial Intelligence Disclosure and Supervisory Review

The Service utilizes artificial intelligence, including AI agents, natural language generation, and automated voice systems, to generate communications, drafts, insights, and outreach materials. Consistent with FINRA Rule 2210 (Communications with the Public) and FINRA Rule 3110 (Supervision), all AI-generated communications intended for external distribution, including to prospective investors or counterparties, are subject to review and approval by an appropriately registered principal of the Company prior to use, where required by applicable rules. AI-generated content may contain errors, omissions, or inaccuracies and must not be relied upon as a substitute for the professional judgment of registered personnel.

No Guarantee of Investment Outcomes

References to prior transaction volume, deal velocity, or other performance metrics (including in marketing materials) reflect historical results only and are not indicative of future performance. The Company does not guarantee the successful completion, timing, or terms of any capital raise, merger, acquisition, or other transaction. All securities transactions involve risk, including the possible loss of principal, and past performance is not a guarantee of future results.

Data, Privacy, Recordkeeping, and Communications Compliance

The Company retains books and records, including electronic communications generated through or in connection with the Service, in accordance with SEC Rule 17a-4 and FINRA Rule 4511 recordkeeping requirements. By using the Service, You acknowledge that communications sent or received through the platform, including AI-generated outreach, may be retained, reviewed, and produced to regulators as required by law.

Your use of data obtained through the Service must comply with all applicable laws, including the California Consumer Privacy Act ("CCPA"), the California Privacy Rights Act ("CPRA"), the CAN-SPAM Act, the Telephone Consumer Protection Act ("TCPA"), and Regulation S-P. You are solely responsible for ensuring that any outreach conducted through the Service, including to prospective investors, complies with applicable securities solicitation rules, including restrictions on general solicitation under Regulation D, where applicable to the underlying offering.

Suitability and Accredited Investor Verification

Where the Service is used to facilitate outreach in connection with a securities offering, You acknowledge that the Company and/or its registered representatives remain responsible for compliance with applicable investor qualification requirements, including verification of accredited investor status under Rule 501 of Regulation D, and suitability obligations under FINRA Rule 2111, where applicable. The Service's data and lists do not constitute a substitute for such verification.

Subscription, Fees, and Payment

Access to certain features of the Service requires payment of subscription fees as described on the Company's pricing schedule or applicable order form. Fees for use of the technology platform are distinct and separate from any transaction-based compensation, placement fees, or success fees payable under a separate Engagement Agreement for investment banking services, which shall be disclosed and agreed to independently in compliance with FINRA rules governing compensation arrangements.

Intellectual Property

The Service and its original content (excluding Client Data), features, and functionality are and will remain the exclusive property of the Company and its licensors, protected by copyright, trademark, and other applicable laws.

Confidentiality

Each party agrees to protect the other party's confidential information, including investment decks, deal criteria, and proprietary business data, using at least a reasonable degree of care

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