1.General Terms and Conditions.
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. 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 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. 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 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. 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 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 Asklogix cannot and does not confirm the accuracy of information provided.
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 Asklogix has no obligation to monitor information on the platform, Asklogix reserves the right to restrict or remove any content a user provides for any reason at any time. In addition, 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 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 Asklogix when opportunities discovered on the platform result in:
- 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.
- b) a closed transaction. When you announce closed transactions via your website or press release or other broad disclosure methods, 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.
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 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 Asklogix or its content suppliers, and are subject to the copyright or other intellectual property rights of Asklogix and its content suppliers and to the terms of licenses held by 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 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 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 Asklogix products or services used by you. You also grant Asklogix the right to modify information to the extent necessary or desirable to integrate the same with other 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.
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 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.
7.Fees and Payment.
Asklogix provides use of the basic platform without charge. 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 Asklogix’s cancellation policy then in effect. Asklogix reserves the right to modify its fees. 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. 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 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 Asklogix to collect any unpaid fees shall be borne by you, along with interest for any late payments.
You or Asklogix may terminate your use of the platform at any time. 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 Asklogix or Third Parties.
12.Indemnity; Third Party Disputes.
14.Choice of Law; Equitable Relief.