Terms of Use – Effective 01/01/2019

The following Terms of Use govern the use of the 360 Asklogix® ™ platform through the website located at www.360Asklogix.com (the "platform") by the company, firm, institution, person or other entity identified in the 360 Asklogix Order Form executed with, attached to or linked to these Terms of Use ("you"). You should regularly review the terms and conditions posted on the website, as they are subject to change.

1.General Terms and Conditions.
All use of the platform is subject to the terms and conditions set forth herein. By accessing and using the platform or any service available through the platform, you acknowledge and agree to all the terms and conditions herein, and the privacy policy applicable to the use of the platform (collectively, the "Terms of Use").
These Terms of Use represent a binding contract between you and 360 Asklogix Group, Inc. ("360 Asklogix", "we", "us" or "our"), and are in addition to any other agreements between you and 360 Asklogix, including the 360 Asklogix Subscription Agreement and any other agreements that govern your use of products, services, content, tools, and information available on or integrated with the platform ("Other 360 Asklogix Agreements").
You also shall be responsible for the conduct of all end users of the platform acting on your behalf or using your 360 Asklogix account. If you do not agree with these Terms of Use, you may not access information or utilize the platform.
360 Asklogix reserves the right to change these Terms of Use at any time with by posting an updated version to the platform. Use of the platform following the posting of any changes shall be deemed to be acceptance thereof by you.

2.Use of the Platform; Limitations.
The platform is designed for sellers to list businesses for sale or investment and buyers to express interest in and learn more about those businesses. Anyone using the platform as a buyer must be or represent an "Accredited Investor" as defined in Rule 501 of Regulation D under the Securities Act of 1933.
The listing of businesses for sale or investment and the expressions of interest from buyers are not, and shall not be deemed to be, an offer to sell or a solicitation of an offer to buy any securities. 360 Asklogix is not involved in any actual transaction between buyers and sellers.
None of the information contained on the platform constitutes a solicitation, offer, opinion, or recommendation by 360 Asklogix to buy or sell any securities or other financial instruments or to provide legal, tax, accounting, or investment advice or services regarding the suitability or profitability of any security or investment.
360 Asklogix has not made any recommendations regarding the merit or qualifications of any company identified on the platform, made any recommendation regarding the purchase or sale of any security, or endorsed or sponsored any company identified on the platform.
It is understood and agreed that 360 Asklogix is not a registered broker-dealer (nor actual or prospective funding portal) and does not and will not perform the services of a broker-dealer or funding portal under applicable securities laws. 360 Asklogix will have no role in soliciting investors or financing for businesses listed on the platform, negotiating the terms of any sale, representing or discussing the value or nature of any third-party securities, or setting the price of any securities or assets of businesses listed on the platform.
All users of the platform agree to be responsible for their own due diligence, their own compliance with applicable securities and other laws and regulations, and the legal and regulatory compliance of any transaction they enter into, and 360 Asklogix makes no representation or assurance about such compliance. Users of the platform are required to provide true and accurate information about themselves and their businesses, and to update and maintain such information, but 360 Asklogix cannot and does not confirm the accuracy of information provided.  

3.Acceptable Conduct.
You may not input, post or transmit any information or content that:

• is fraudulent, misleading or inaccurate;
• constitutes junk mail, spam, chain letters, pyramid schemes, or the like;
• is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially or ethnically objectionable, or otherwise violates the legal rights of others;
• you do not have the right to make available under any law or under contractual or fiduciary relationships (such as insider information or confidential information);
• infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; or
• contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment.

While 360 Asklogix has no obligation to monitor information on the platform, 360Asklogix reserves the right to restrict or remove any content a user provides for any reason at any time. In addition, 360 Asklogix does not control the information provided by users that is made available through the platform and takes no responsibility therefor.

You may not use the platform to conduct business outside of the purposes described in these Terms of Use or on the platform. Prohibited transactions include, without limitation, the sale of stock or other investment vehicles or the sale of goods or services.

You may not use any device, software or routine that could interfere with the proper working of the platform or scrape content off the platform. You may not take any action, which imposes an unreasonable or disproportionately large load on the platform.

You may not use the platform to communicate with members in a manner that would violate applicable laws, including without limitation, the United States’ law known as the "CAN-SPAM Act."

4.Transaction Status Updates; Marketing of Names.
You agree to notify 360 Asklogix when opportunities discovered on the platform result in:

1. a) a signed letter of intent or similar document. Please indicate whether the signing of such document has been made public. If not public, we may announce the signing, but will keep the names of the parties confidential.
2. b) a closed transaction. When you announce closed transactions via your website or press release or other broad disclosure methods, 360 Asklogix may disseminate its own release regarding the platform's use in connection with the transaction.

You agree to use best efforts to let us know within 48 hours of the occurrence of either of (a) or (b) above.

360 Asklogix may add your company’s name to the platform member roster on its websites, marketing materials or other appropriate locations.

5.Intellectual Property; Copyright.
The content of the platform and any products or services provided or sold by 360 Asklogix, including the platform’s likeness, text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of businesses listed on the platform, are the property of 360 Asklogix or its content suppliers, and are subject to the copyright or other intellectual property rights of 360 Asklogix and its content suppliers and to the terms of licenses held by 360 Asklogix.
Such intellectual property is protected by federal, state and international law. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the content or software on the platform, or of any products or services sold by 360 Asklogix, is strictly prohibited. You may copy, transmit and share information on the platform only as permitted by the party that posted it and only as may be strictly necessary for your own internal use of the platform for its intended purposes.
Otherwise, you may not reproduce, transmit or otherwise distribute any portion of the information on the platform that has not been posted by you. By submitting information, documents or other material (collectively, "information") on the platform, you grant 360 Asklogix a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right to use, reproduce and distribute the information or portions thereof, in any form or medium known or later developed, in furtherance of the intended purposes of the platform and, if applicable, the integration of information with other 360 Asklogix products or services used by you.
You also grant 360 Asklogix the right to modify information to the extent necessary or desirable to integrate the same with other 360 Asklogix products or services that you are using or to bring information from such products or services into the platform.

You agree that you will not and will not allow others to delete or alter author attributes or copyright notices on the platform or on any information available through the platform. You agree to use the platform solely for your own use and will not allow others to use the platform under or through your account. You are responsible for maintaining the confidentiality of your login credentials and for any activities that occur through your account. You agree to immediately notify us in writing if you become aware of any unauthorized use of your account or other security breach.

Nothing on the platform or elsewhere should be construed to grant any license or right to use, implied or otherwise, any trademark or service mark displayed on the platform without the written permission of 360 Asklogix or the third-party owner of the mark. Notwithstanding the foregoing, you may use 360 Asklogix’s "" brand displayed on the platform to reference the platform in communications with others provided that such references are truthful and do not damage the goodwill of 360 Asklogix. Such communications must also be lawful and may not include spam or otherwise violate the acceptable conduct rules and other provisions of these Terms of Use.

360 Asklogix reserves the right, in its sole discretion, to remove any information that infringes or appears to infringe on intellectual property rights owned by others. If you believe that any information contained in the platform infringes your copyrights, you should provide 360 Asklogix’s Copyright Agent with a written notice (email is sufficient) that includes the following:

• an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
• identification of the copyrighted work claimed to have been infringed;
• a description of where the information that you claim is infringing is located on the platform;

your address, telephone number, and e-mail address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

6.No Confidentiality.
The platform allows you to post information for viewing by other members. You acknowledge that such information may be viewed by some or all other members with access to the platform and that you will not post any information that you expect to keep confidential.
You also understand that 360 Asklogix cannot control the use or disclosure that other members make of your information. You further agree that 360 Asklogix may use your information for any purpose, including without limitation, statistical analyses of activity on the platform or the development of other products and services, in addition to its rights under Section 5 of these Terms of Use.
360 Asklogix shall not be liable for any loss, damage, expense, harm or inconvenience resulting from the loss, interception, corruption, intervention, use, misuse or alteration of any of your information. The platform may allow you to designate certain listings as "private" and elect to have details about those listings disclosed only to selected platform users.
We will use reasonable care in the design and operation of the platform components controlled by 360 Asklogix to limit disclosure of those listing details to those designated platform users, but we do not warrant or promise information based on or relating to such listings will not be seen by other users on the platform. Nor do we restrict or control what the people who view your information may do with it.
We may reveal to other platform users certain information relating to "private" listings, including but not limited to data regarding businesses of interest to users based on the criteria they set in the platform. We further do not warrant or guarantee that information, including "private" listing information, will be 100% secure from violations of these Terms of Use by other users or third party "hacking", schemes or attacks to obtain information from the platform, nor can we guarantee the security systems by salesforce.com (SFDC). By using the platform, you also consent to the transfer of your information to the United States and/or other countries for storage, processing and use by 360 Asklogix and SFDC. By using the platform, you assume the risk of disclosure of any information posted to the platform.
360 Asklogix may collect a variety of statistics and other information regarding the use of the platform. 360 Asklogix is the sole owner of all such information it collects. We may log all internet protocol addresses accessing the platform and other information about users' access, and maintain backup copies of content indefinitely and disclose that information to law enforcement authorities as required. We further reserve the right to reveal your identity (or whatever information we know about you) in the event of a complaint, subpoena, warrant, court order or legal action.

7.Fees and Payment.
360 Asklogix provides use of the basic platform without charge. 360 Asklogix may elect to offer subscriptions to premium services and may modify the designation of which portions of the platform are accessible to users for free. If a fee applies, it must be paid in advance of your subscription term in order to receive uninterrupted access to the premium portions of the platform during the term. Payment will be in accordance with the fees and billing terms in effect at the time a fee is due and payable.
All payments are non-refundable unless expressly provided otherwise in 360 Asklogix’s cancellation policy then in effect. 360 Asklogix reserves the right to modify its fees. 360 Asklogix will automatically renew your subscription term and bill your credit card for fees then due unless you cancel, in writing, at least thirty (30) days prior to the end of your then current subscription term.
360 Asklogix’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to provide 360 Asklogix with complete and accurate billing and contact information and to promptly update the same with any changes. All costs and fees (including attorneys’ fees) incurred by 360 Asklogix to collect any unpaid fees shall be borne by you, along with interest for any late payments.

8.Termination.
You or 360 Asklogix may terminate your use of the platform at any time. 360 Asklogix also reserves the right to refuse access to the platform to any individual or entity in its discretion.

9.Email Notification and other Communications from 360 Asklogix or Third Parties.
360 Asklogix may use email to communicate any notices required under these Terms of Use or to otherwise communicate with you about the platform or other products and services.
In consideration of 360 Asklogix providing access to the basic platform without charge, 360 Asklogix, along with other members of the platform and other third parties who are authorized by 360 Asklogix to access your email address, such as 360 Asklogix’s affiliates and partners, may also use your email address and, if provided by you, your phone number, to communicate with you regarding other services and products offered by us or such third parties.
You hereby consent to such communications. If you do not wish to receive communications from us about other products and services, you can opt-out of receiving such communications by terminating your use of the platform. We cannot guaranty, however, that termination of your use of the platform will terminate communications from third parties and 360 Asklogix assumes no responsibility or liability with respect to such communications. If you do not wish to receive communications from third parties, you will need to notify such third parties directly.

10.Hyperlink Policy.
The platform may contain links to third party websites. Any such link is provided only as a convenience. The inclusion of any link does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by 360 Asklogix of any information contained in any third-party websites.
In no event shall 360 Asklogix be responsible for the information contained on that website or your use of or inability to use such website. You should also be aware that the terms and conditions of such website and the website’s privacy policy may be different from those applicable to your use of the 360 Asklogix platform. 

11.No Warranty.
Any information downloaded, accessed or otherwise obtained through the platform is obtained at your own discretion and risk, and you will be solely responsible for its use and any damage to your computer system or loss of data that results therefrom.
360 ASKLOGIX AND ALL OF ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE PLATFORM, INCLUDING THE INFORMATION CONTAINED THEREIN, OR ANY SOFTWARE, WEBSITES OR SERVICES ACCESSIBLE THEREFROM, OR THE RESULTS OBTAINED BY USE OF THE PLATFORM, SOFTWARE, WEBSITE OR SERVICES OR AS TO THE PERFORMANCE THEREOF, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPED OR ERROR-FREE ACCESS OR USE. THE PLATFORM AND ALL INFORMATION CONTAINED THEREIN AND SOFTWARE, WEBSITES OR SERVICES ACCESSIBLE THEREFROM ARE PROVIDED ON AN "AS IS" BASIS AND YOUR USE OF THE SAME IS AT YOUR OWN RISK.
360 Asklogix makes no guarantees or warranties of any kind as to the adequacy, completeness, sufficiency, timeliness or accuracy of any information available in or through the platform. You hereby agree that any monetary claims of any kind assessed against 360 Asklogix arising out of or relating to the use of the platform, including any information contained therein or any software, websites or services accessible therefrom, shall not exceed, in the aggregate, the greater of the total amount you paid to 360 Asklogix for the use of the platform under these Terms of Use during the previous six (6) months and One Hundred British pounds (GBP 100). In no event shall 360 Asklogix be liable to you, or to any third party, for any lost profits, incidental, consequential, punitive, special, or indirect damages arising out of or in connection with the platform or information contained therein or websites, software or services accessible therefrom or these Terms of Use, even if advised as to the possibility of such damages, regardless of whether the claim for such damages is based in contract, tort, strict liability or otherwise. The foregoing limitations on liability shall apply to the maximum extent permitted under applicable law.

12.Indemnity; Third Party Disputes.
You agree to indemnify and hold 360 Asklogix and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees, made by or resulting from any third party due to or arising out of your use of the platform or information contained therein or websites, software or services accessible therefrom, your breach of these Terms of Use, the information that you provide through the platform and/or your violation of any law, regulation, order or other legal mandate, or the rights of a third party.
We have no obligation to monitor, participate in and/or manage disputes between you and other platform users. If you have a dispute with other platform users, you release 360 Asklogix and hereby agree to indemnify 360 Asklogix from any and all claims, demands, and damages, costs and expenses (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

13.Arbitration.
Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to these Terms of Use or the platform, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single arbitrator in an arbitration held in London, under the rules of the American Arbitration Association in effect from time to time. The enforceability of this arbitration agreement shall be governed by the Federal Arbitration Act. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitrations arising from the same or related claims may be consolidated in one proceeding.

14.Choice of Law; Equitable Relief.
These Terms of Use are governed by the laws of the United States, without giving effect to its conflict of laws provisions. Notwithstanding Section 13 of these Terms of Use, either party may seek equitable relief in any state or federal court with jurisdiction over the dispute that sits in London.

15.Miscellaneous.
These Terms of Use (together with your Other 360 Asklogix Agreements) set forth the entire understanding and agreement between the parties with respect to the subject matter herein. In the event of a conflict between these Terms of Use and your Other 360 Asklogix Agreements, with respect to your access to and use of the platform, these Terms of Use shall govern. You may not assign these Terms of Use, or assign, transfer or sublicense your rights or obligations hereunder. Any purported assignment by you without 360 Asklogix's prior written consent shall be invalid and without force or effect. A failure to act with respect to a breach by you or others does not waive 360 Asklogix’s right to act with respect to subsequent or similar breaches. In the event that any provision or any portion of any provision of these Terms of Use shall be held to be void or unenforceable, the remaining provisions of this these Terms of Use (and the balance of any provisions held void or unenforceable in part only) shall continue in full force and effect.