Welcome and thank you for your interest in the GP Flow website (the “Website”) which is owned and operated by GP Flow LLC. (“GP Flow”, “We”, “Our”, “Us” or “Company”). By accessing or using the Website at www.gpflow.com, including our application and any subdomain thereof (the "Site"), you (the "User") signify that you have read, understand and agree to be bound by these terms of service ("Terms of Service"), regardless of whether you are a registered member of the Site.
GP Flow is an intermediary technology platform that allows companies and certain other persons to raise and manage capital through an online software-as-a-service platform. These Terms of Service govern your access and use of the Site, which includes any images, text, illustrations, designs, icons, photographs, programs, music clips, downloads, systems and methods of trading, video clips, graphics, user interfaces, visual interfaces, information, data, tools, products, written materials, services and other content (together, ”Content”), services and/or products provided through the Site (collectively, the "Service").
About the Terms of Service
If there is any contradiction between these Terms of Service and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies.
Updates and Changes to the Terms of Service
THE SERVICES ARE OFFERED ONLY TO USERS WHO ARE AT LEAST THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH THEY RESIDE OR ARE LOCATED. BY USING THE SERVICES, YOU REPRESENT THAT YOU ARE ABLE TO LEGALLY CONTRACT IN THE JURISDICTION IN WHICH YOU ARE LOCATED.
Materials on Website
You may download or copy Content only to the extent such download is expressly permitted in writing on the Website. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Website or any related software.
Unless otherwise noted, all Contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by GP Flow or by third parties who have licensed their materials to GP Flow and are protected by U.S. and international copyright laws. The compilation of all Contents on the Website is the exclusive property of GP Flow and is also protected by U.S. and international copyright laws.
You may provide access to the Services to individual users and you agree to only provide access to the Services to the number of users authorized by your subscription level (each, an “Account”).
By using our Services, you represent and warrant that you and each Account:
If at any time you cease to meet these requirements, we reserve the right to delete your account with GP Flow, to revoke any and all Credentials held by you and any of your Accounts and to delete all Content uploaded by you to GP Flow.
By creating an Account, you represent and warrant that all Registration Data for the Account that you submit is truthful and accurate. You agree not to use the Account of another user. You are solely responsible for any and all use of your Account. You agree that sharing the Services with another person or providing another person access to the Services through your Account breaches these Terms of Service and may constitute fraud or theft, for which we reserve all rights and remedies. You agree not to authorize any other individual or entity other than your authorized agents, if any, to use the Site or Services via your Account.
You may review personal information (including credit data) posted by other Users on the Site, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of other Users.
License to Use the Services
Except for the limited license to access the Services identified in the preceding paragraph, you acknowledge that nothing contained in these Terms shall be construed as granting or conferring, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property, including any (i) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know how, information, or technical data; (ii) copyright protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country; (iii) trademarks, trademark registrations, service marks, logos or applications therefor in the United States or any foreign country; (iv) trade secrets; or (v) any other tangible or intangible proprietary rights anywhere in the world.
Personal Data & Identity Verification
During registration for your Account, or at any other time deemed necessary by GP Flow, you agree to provide us with the information we request for the purposes of identity verification, use of the Site or Services, and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing the Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your personal information if we reasonably believe it is necessary in order to comply with laws or regulations. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes.
You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. Further, you authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to GP Flow or its service provider for as long as you have a Account, solely to help them identify you or your wireless device and to prevent fraud.
The Service may allow you and other users to submit, post, transmit and share content with other Users. You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other Users (collectively, the "User Content"). You agree that the Company may make User Content submitted to or through the Service available to other Users of the Service identified by you subject to these Terms of Service.
You acknowledge and agree that the Company may preserve User Content and may also disclose other content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of the Company, its Users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You agree that the Company may monitor your activities in your use of the Service and that User Content may be stored and processed in any country worldwide.
GP Flow may send you emails concerning your Account, User Content, transactions, and other operational matters. GP Flow also may send you promotional emails regarding our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email.
If you provide us with a phone number, you represent and warrant that the number you provided is your phone number, and consent to receive calls and texts made to that phone number, including calls that may be prerecorded or completed with an automatic telephone dialing system (automated calls) for such operational purposes (including security alerts), or investigating or preventing fraud, consent to receive calls and texts made to that phone number for promotional purposes, and will promptly notify GP Flow if that phone number changes.
You may opt out at any time from receiving these types of texts or calls by opting-out on your Account, or by replying “STOP” to a text, or by e-mail to firstname.lastname@example.org. Opting out of receiving operational phone calls and texts may impact the functionality that the Service provides to you. Please note, even if you opt out, we may still make other calls as permitted by law. You may continue to receive calls or text messages for a short period while GP Flow processes your request, and you may also receive text messages confirming the receipt of your opt-out request.
Our Site contains confidential information ("Confidential Information"), much of which pertains to the investments listed on our platform. Confidential Information includes all technical and non-technical data. You agree that all Confidential Information will be kept in confidence and that you will only use the Confidential Information for the purposes for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party. These restrictions will not apply to Confidential Information to the extent it (a) was in the public domain at the time of disclosure; (b) became publicly available after disclosure without breach of this agreement; (c) was lawfully received from a third-party without such restrictions; (d) was known to you without such restrictions prior to your access to it via our Site; (e) was independently developed by you without breach of this agreement; (f) was generally made available to third parties by GP Flow without such restriction; or (g) is required by applicable law.
You agree to use the Site and Service only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable law, rules or regulations. You may not:
Purchases and Subscriptions
You may have the opportunity to purchase products and services from GP Flow. If you purchase a subscription, it will automatically renew indefinitely, and you will be charged, until you cancel. By purchasing a subscription, you are explicitly consenting to an indefinitely automatically renewing subscription pursuant to these Terms.
If you are a California resident, this section serves as a clear and conspicuous notice pursuant to California's "Automatic Renewal Law" (Cal. Bus. & Prof. §17600, et seq) that discloses to you the terms of your subscription renewal, our cancellation policy, and instructions on how to cancel your subscription.
If you make purchase of Services, you agree to pay the prices displayed to you for the Services you’ve selected as well as any sales or similar taxes that may be imposed on your payments, and you authorize GP Flow to charge the payment method you provide (your “Payment Method”). GP Flow may correct any billing errors or mistakes even if we have already requested or received payment. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, GP Flow may terminate or downgrade your account immediately in its sole discretion, on the basis that you have determined that you do not want a GP Flow paid subscription.
In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. Certain users may be entitled to request a refund. See below for more information.
Generally, all purchases are final and nonrefundable, and there are no refunds or credits for partially used periods, except if the laws applicable in your jurisdiction provide for refunds.
The Website may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you and the inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by GP Flow of any information, materials, products, or services contained in or accessible through any Third-Party Site.
In no event shall GP Flow be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that GP Flow shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource.
YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.
Your access and use of the Third-Party Sites are governed by the Terms of Service and Privacy Policies of these Third-Party Sites. We strongly encourage you to carefully review the Terms of Service and the Privacy Policies of any Third-Party Sites from which you access through our Website.
Restrictions on Content and Use of the Services
We reserve the right to immediately suspend or terminate Accounts from the Services for any reason or no reason. We also reserve the right to access, read, preserve, and disclose any information or Content as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, (v) protect the rights, property or safety of GP Flow, its Users and the public, or (vi) protect our legitimate business interests.
Third-Party Products and Services
GP Flow may provide or allow users to provide information about or links to third-party products or services on the Site. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. GP Flow is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-GP Flow advertisers or third-party information on the Site.
Limitation of Liability
You acknowledge that you are solely responsible and liable for any and all of the Services by you or any Accounts, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Service. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Accounts, and any act or omission by an Account that would constitute a breach of these Terms if taken by you, will be deemed a breach of these Terms of Service by you. You are further solely responsible for compliance with all applicable laws relating to your or any Account’s use of the Services.
In no event shall GP Flow, its directors, members, employees or agents be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Service, the content or the materials contained in or accessed through the Site, including without limitation any damages caused by or resulting from reliance by user on any information obtained from GP Flow, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to GP Flow’ records, programs or services. In no event shall the aggregate liability of GP Flow, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of or inability to use the Site or Service or to these Terms of Service exceed any compensation you pay, if any, to GP Flow for access to or use of the Site.
Governing Law and Arbitration
By visiting or using the Site and/or the Service, you agree that the laws of the State of Delaware, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Service.
Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Terms or Service, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
The arbitration will be conducted in the English language before a single arbitrator in Delaware. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either GP Flow or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
To the fullest extent permissible by law, you agree to defend, indemnify, and hold GP Flow and its directors, officers, employees, and agents harmless from any claim, demand, loss, damage, liability, or expense, including attorney fees and costs, however incurred, including those incurred at trial, in any bankruptcy proceeding, on appeal, and on any petition for review (collective, “Damages”) to the extent that Damages result directly or indirectly from your use of the Site or Service.
GP Flow reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with GP Flow in the defense of any such claim, action, settlement or compromise negotiations, as requested by GP Flow.
If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Legal notices to you will be provided either to the email you provide to GP Flow during the account registration process or posted on the Website. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. You agree that all notices and other communications that GP Flow provides to you electronically (by email or by linking on the Website) satisfies any legal requirement that such notice or communication be in writing. Except as explicitly stated otherwise, legal notices to GP Flow should be emailed to email@example.com.
Neither party will be responsible for failure to perform any obligation under this Agreement due to causes beyond the reasonable control of such party, including but not limited to strikes, lockouts, riots, epidemics, war, government regulation, fire, flood, natural disasters, Acts of God, or inadequacies of equipment, or other cause beyond the reasonable control of such party.
If any provision of the Terms of Service is found unenforceable, that provision will be deemed to be modified to the extent necessary to make it enforceable, while preserving its intent. If any provision of the Terms of Service is nonetheless held unenforceable in any jurisdiction, the provision will be enforced to the maximum extent permissible in that jurisdiction, and the enforceability of the Terms of Service in any other jurisdiction and of the remaining provisions in that jurisdiction will not be affected. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
GP Flow may terminate these Terms of Service and your right to use the Service at any time and for any reason without notice. Upon termination or expiration of these Terms of Service, GP Flow may remove and discard any GP Flow Materials or User Content, and such materials and content may no longer be accessible by you. GP Flow will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party. You agree that GP Flow will not be liable to you or any third party for any such termination except as described in these Terms of Service. Upon termination or expiration of these Terms of Service, any provision, which, by its nature or express terms should survive, will survive such termination or expiration.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or Third-Party Sites posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to Company are non-confidential and shall become the sole property of Company.
Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
Digital Millennium Copyright Act Compliance
If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Service infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing GP Flow’ Designated Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
Our Designated Agent as set forth below.
Name of Designated Agent:
Full Address of Designated Agent to Which Notification should be sent:
470 Noor Ave #1142
South San Francisco, CA 94080 United States
Email Address of Designated Agent: firstname.lastname@example.org
You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by GP Flow or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
Please visit our FAQ page for more information; you may also contact us via email at email@example.com.