360factors, Inc. ("360") makes available certain content on this Web site and Software (the "Software") that is subject to the following terms and conditions (the "Terms"). 360 may periodically change the Terms without notice to you, so please continue to check back with us from time to time. Any modification and new features updated on the site and the software shall also be subject to these Terms. By accessing and using this software and Site, you agree to these Terms..

1. Description of Service This Software provides a variety of resources and information for users to find, engage and manage expert networks (the "Services"). The Software does not provide medical, investment or legal advice, and no attorney-client relationship is created between users of the Services and 360 or its licensors.
2. 360Expert Content Disclaimer Some of the content on this Software and Website, including without limitation, the text, software, scripts, graphics, videos and the like ("Software Content") is created and developed by 360Experts and employees and provided to 360 under license for dissemination over the internet ("360Expert Content"). 360Expert Content includes, among other things, 360 Education Seminars' workbooks, presentations and other related materials, and 360Expert biographical and employment information. 360 cannot guarantee and makes no representations as to the accuracy or quality of 360Expert Content, all of which is offered "as is." 360 does not develop, endorse, and is not responsible for 360Expert Content. The use of a company or entity name in 360Expert biographical or employment information should not be construed as an express or implied endorsement by such company or entity of 360. 360Experts are not employees or under the supervision of 360. 360Experts have agreed to be bound by the Terms and Conditions and have represented, among other things, that they will not disclose information that is subject to a confidentiality obligation or participate in the Councils in violation of any agreements or duties owed to employers or other third parties. 360 relies on the accuracy of these representations of the 360Expert and does not necessarily seek independent verification.
3. Confidentiality Agreement 360Experts have agreed to and are bound by the Non-Disclosure provision of the Terms and Conditions. If you are not a 360Expert, you agree not to disclose or attempt to use or personally benefit from any Confidential Information, as defined below, you learn on 360factors's(360's) Regulatory Change Management Platform PREDICT360 (PREDICT360), a password protected website. This obligation shall continue until such time as the Confidential Information has become publicly known through no action of your own. Confidential Information shall include: (i) the existence, title and description of any 360 project (such as may be found on the "Open Projects" tab of the Regulatory Change Management Platform PREDICT360 website); (ii) information about actual or potential business, investment or trading decisions or transactions of any 360 Client; (iii) any other confidential information of 360 or its Clients, and (iv) any intellectual property, including without limitation any trade secrets, know-how, or copyrighted information, of 360 or its Clients. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Confidential Information, you agree to promptly and diligently notify 360 and cooperate fully with 360 in protecting such information to the extent possible under applicable law.
4. Intellectual Property Rights PREDICT360 Content and the trademarks, service marks and logos contained therein ("Marks") are owned by or licensed to 360factors, Inc, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Software Content may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without the prior written consent of the respective owners.
5. To Report A Concern About Content On The Software If you believe that any content on the Software is unlawful, defamatory, threatening, deceptive, misleading, subject to a confidentiality obligation, or constitutes material, non-public information, notify the 360 Legal Department at Legal Department, 360factors, Inc., 5910 Courtyard Drive Suite 107, Austin, TX 78731; Tel.: 866-385-2341
6. Copyright Policy 360 prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Software, please write to 360 at the address shown below, giving a written statement that contains: (a) identification of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) identification of the allegedly infringing material on the Software that is requested to be removed; (c) your name, address, and daytime telephone number, and an e-mail address if available; (d) a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorized on the owner's behalf to assert infringement of the right. 360 will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) 17 U.S.C. §512(c)(3). U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions. 360's contact for submission of notices under this Section regarding claimed copyright infringement is: Legal Department, 360factors, Inc., 5910 Courtyard Drive Suite 107, Austin, TX 78731; tel.: 866-385-2341
7. Disclaimer of Warranties THE CONTENT AND FUNCTIONALITY ON THE SOFTWARE IS PROVIDED WITH THE UNDERSTANDING THAT 360 IS NOT HEREIN ENGAGED IN RENDERING PROFESSIONAL ADVICE AND SERVICES TO YOU. ALL CONTENT AND FUNCTIONALITY ON THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 360 MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE OWNERSHIP, ACCURACY, OR ADEQUACY OF THE SOFTWARE CONTENT OR THAT THE FUNCTIONALITY ON THIS SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU HEREBY ACKNOWLEDGE THAT YOUR USE OF THIS SOFTWARE IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES SHALL 360 OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SOFTWARE OR THE INFORMATION CONTAINED ON THIS SOFTWARE OR OBTAINED FROM YOUR USE OF THIS SOFTWARE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SOFTWARE, EVEN IF 360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
8. Indemnification As a condition of your use of this Software, you agree to indemnify, defend and hold 360, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys' fees), or other expenses that arise directly or indirectly out of or from (a) your violation of the Terms; (b) your use of the Software; or (c) your violation of the rights of any third party.
9. Third-Party Web Sites We may provide links to third-party Web sites, and some of the content appearing to be on this Software is in fact supplied by third parties. 360 has no responsibility for these third-party Web sites, which are governed by the Terms of Use and privacy policies, if any, of the applicable third-party content providers.
10. Refer A Colleague & Anti-Spam Policy Use our online tool to send emails ("Referrals") to your colleagues about consulting through 360. Referral rewards are available for Projects identified on the Software as "Paid Referrals." If your colleague joins and becomes a 360expert by clicking on the unique link in your Referral and is paid for participating in a 360 Project within 6 six months, 360 will pay you the reward advertised on the Software provided you remain a 360Expert in good standing. You will need to set up a payment profile to get paid. Please note that not all referrals are paid, referral rewards may vary, and referral terms are subject to change. 360 will not sell your colleague's name or contact details to a third party. You may send Referrals only to people in your network. Referrals will be from [your name] [referrals@360factors.com]. In addition to your personal note, the Referral automatically includes information about 360 and about the Project, where applicable. Click on the "preview" link before sending the Referral. You may only send Referrals to people who have agreed to their information being used as described herein. 360 does not tolerate spamming. You are solely responsible for the Referrals you send, and you may not act unlawfully, misleadingly or unfairly when sending Referrals. 360 may store referral information in order to present other opportunities to your colleagues. Violations of these Terms may result in the immediate termination of your membership to 360's ExpertConnect membership as 360Expert Only provide a telephone number if your colleague has consented to being contacted by 360 by phone. The phone number is not included in the Referral.
11. Revenue Sharing - (a) 360Expert receives 10% revenue when they refer a customer and it turns into a sale. (b) 360Expert received 10% discount when they implement or use the software internally in their company. (c) 360Expert receives 10% revenue when they use the software in their consulting practice.
12. Exclusivity - 360Expert agrees that for the duration of this Agreement and for a period of one year after termination or expiration of this Agreement that it shall not sell or represent any online product that directly competes with Predict360 under this Agreement.
13. Noncompetition - 360Expert agrees that for the duration of this Agreement, that it cannot directly or indirectly through employee, agent or otherwise engage or participate in any transaction, negotiation or agreement with any 360factors client.
14. Governing Law; Jurisdiction These Terms are governed by the laws of the State of Texas without reference to the principles of conflicts of laws thereof. You agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Texas, County of Travis with respect to all disputes arising out of or related to these Terms. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.