Legal

GP3 Tech Platform Terms of Use

These Terms of Use (the “Terms”) are entered into between you (“you,” or “User”) and GP3 Tech, LLC. (“GP3 Tech,” “Company,” “we,” “us,” and “our”). These Terms govern your access to and use of GP3 Tech services offered through GP3 Tech Technology Platform available at app.ouraide.com (the “Platform”), and its associated or incorporated hardware and software including, without limitation, all associated computer software, media, printed materials, and online or electronic documentation (collectively, with the Platform, the “Services”) including any content or functionality offered on or through the Services. The Services is published, owned, and operated by GP3 Tech.

By accessing, browsing, submitting information to and/or using the Services, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to these Terms, please do not use the Services.

1. Purpose of the Services.

The Services is provided solely for informational purposes and the purposes of enabling communication between you and GP3 Tech. The information provided is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our products and services.

We do not warrant the accuracy, completeness, or usefulness of this information or any outputs from the Services at any particular time. Any reliance you place on such information is strictly at your own risk. GP3 Tech disclaims all liability and responsibility arising from any reliance placed on such content by you or any other visitor to our Services, or by anyone who may be informed of any of its contents. Any information you provide or that is collected by GP3 Tech through the Services shall be handled in accordance with the Service's Privacy Policy, which is hereby incorporated by reference.

2. Use of the Services.

GP3 Tech grants you a non-exclusive right to access and use the Services and the data, material, content or information herein (collectively, the “Content”) solely for your personal use. Your right to access and use the Services shall be limited to non-commercial purposes unless you are otherwise expressly authorized by GP3 Tech to use the Services for commercial purposes. You agree to use the Services only for lawful purposes, comply with all rules governing any transactions on and through the Services and comply with applicable laws.

3. User Account Responsibility.

If you are given, or if you create, an account (including any password) to access the Services, you are responsible for maintaining the confidentiality and security of your account, including all of your passwords. When creating an account, you agree to provide us with accurate and complete information and detail, as required, and to keep it up to date. You are responsible for all activities that occur under your account and you agree to notify GP3 Tech immediately of any unauthorized use of your account. GP3 Tech is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.

4. Prohibited Uses.

You agree that you will not:

Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of them;
Attempt to gain unauthorized access to any Services account, computer systems or networks associated with GP3 Tech or the Services;
Attempt to or successfully reverse engineer the Services;
Obtain or attempt to obtain any materials or information through the Services by any means not intentionally made available or provided by GP3 Tech;
Use any robot, spider, or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;
Upload or contribute any data to the Services that violates applicable law or infringes on the intellectual property rights of any party;
Upload or contribute any data to the Services in violation of the GP3 Tech Privacy Policy, including, but not limited to, Social Security numbers, personal and business financial information, Personal Information relating to children, etc.;
Upload or contribute any data to the Services that may facilitate or encourage illegal activity or bodily injury or death to a third party;
Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack; or
Impersonate or attempt to impersonate GP3 Tech, a GP3 Tech employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

5. Sanctions Compliance.

You acknowledge that GP3 Tech Services are subject to the export control and sanctions laws of the United States and European Union, including embargoes on trade with certain territories and countries, including Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called People's Republic of Luhansk, and the so-called People's Republic of Donetsk (“Sanctioned Territories”). You agree that you a) are not ordinarily a resident of a Sanctioned Territory, b) will not access GP3 Tech Services from a Sanctioned Territory; c) are not operating under the control of or on behalf of an entity in a Sanctioned Territory; or d) are not listed on any U.S. government listed of persons or entities with which U.S. persons are prohibited from transacting, including the List of Specially Designated Nationals and Blocked Person of the U.S. Office of Foreign Assets Control. If GP3 Tech determines, at its sole discretion, that you are or may be in violation of this Section, GP3 Tech may terminate your use without notice.

6. Third-party Services.

The Services may contain links to websites and platforms controlled or operated by persons and companies other than GP3 Tech (“Linked Sites”). Linked Sites are not under the control of GP3 Tech, and GP3 Tech is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. GP3 Tech is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. GP3 Tech is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by GP3 Tech of the site or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support GP3 Tech or are identified in the Services, including any delivery of and payment for goods and services.

7. Intellectual Property Notices.

The Services and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Services or Content in any manner, except as expressly permitted by GP3 Tech in these Terms. The Services and Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of GP3 Tech or applicable owner.

Copyright. You should assume that everything you see or read on GP3 Tech's Services is copyrighted unless otherwise noted and may not be used without the written permission of GP3 Tech. GP3 Tech neither warrants nor represents that your use of materials displayed on GP3 Tech's Services will not infringe the rights of third parties. Content, images, photographs, data, or illustrations displayed on GP3 Tech's Services is either property of, or used with permission by, GP3 Tech. The use of these materials by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms or specific permission provided elsewhere on GP3 Tech's Services. Any unauthorized use of any content, images, photographs, or illustrations may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Trademark. Nothing contained on GP3 Tech's Services should be construed as granting or conveying, by implication, or otherwise, any license or right to use any trademark displayed on GP3 Tech's Services without the written permission of GP3 Tech or such third party that may own a trademark displayed on GP3 Tech's Services. Your misuse of GP3 Tech's trademark(s) displayed on GP3 Tech's Services, or any other Content on GP3 Tech's Services, except as provided herein, is strictly prohibited.

Your Content. Any Content you create or own or to which you have a license and use on the Services is Your Content. In sharing Your Content on the Services, you warrant and represent you have the legal right to use Your Content and grant GP3 Tech an irrevocable, royalty-free, fully paid up, worldwide, non-exclusive license to use Your Content in providing any Services as described in these Terms and in any posted policies on the Services. The Services may also provide you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching. These and other features may require our GP3 Tech systems to access, store, and scan Your Content. You may also be able to share Your Content with others, so please think carefully about what you share.

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Services. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, GP3 Tech or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

Questions regarding the use of any intellectual property provided on the Services should be directed to info@gp3tech.com.

8. Digital Millennium Copyright Act Compliance.

Notification. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringes your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

(i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the service are covered by a single notification, a representative list of such works from the service;

(iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit GP3 Tech to locate the material;

(iv) information reasonably sufficient to permit GP3 Tech to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(vi) a statement that the information in the notification is accurate; and

(viii) under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Upon removing any allegedly infringing material, GP3 Tech will notify the alleged infringer of such takedown.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Counter Notification. If you elect to send our copyright agent a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or See 17 U.S.C. Section 512(g)(3) to confirm these requirements):

(i) a physical or electronic signature;

(ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(iii) a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

(iv) adequate information by which we can contact you, including your name, address, and telephone number; and

(v) a statement that the subscriber consents to the jurisdiction of a federal district court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which GP3 Tech may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your counter notice. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

GP3 Tech's designated copyright agent or authorized official to receive notifications and counter-notifications of claimed infringement is:

Service Provider
GP3 Tech, LLC
40 N Main Street, Suite 900
Dayton, OH 45423

Designated Agent
Outside Counsel
Taft Stettinius & Hollister LLP
40 N Main Street, Suite 900
Dayton, OH 45423
(937) 228-2838
Email: khardy@taftlaw.com; tmtaftdocket@taftlaw.com; twagner@taftlaw.com

A summary of the DMCA can be obtained from the U.S. Copyright Office.

9. United States and European Union.

GP3 Tech is based in the state of North Carolina in the United States. We make no claims that the Services or any of its contents are accessible or appropriate outside of the United States or European Economic Area (“EEA”). Access to the Services may not be legal by certain persons or in certain countries.

10. Disclaimer.

EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THESE TERMS, ALL INFORMATION, CONTENT, OR SERVICES PROVIDED BY GP3 TECH TO YOU VIA THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. GP3 TECH AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, GP3 TECH AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE SERVICES OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE SERVICES. YOU SPECIFICALLY ACKNOWLEDGE THAT GP3 TECH AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE SERVICES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER GP3 TECH NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. GP3 TECH FURTHER MAKES NO WARRANTY THAT THE SERVICES WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT GP3 TECH, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE SERVICES OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST GP3 TECH FOR DISSATISFACTION WITH THE SERVICES OR THE CONTENT IS TO CEASE YOUR USE OF THE SERVICES AND/OR THE CONTENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW. YOU, AND YOU ALONE, ARE SOLELY LIABLE FOR ANY RELIANCE YOU PLACE ON ANY OUTPUT PRODUCED BY THE PLATFORM. GP3 TECH MAKES NO WARRANTY WHATSOEVER OF ANY INFORMATION OUTPUT BY THE PLATFORM, AND YOU SHOULD CONDUCT YOUR OWN DILLIGENCE AS TO THE RELIANCE THAT SHOULD BE PLACED ON SUCH OUTPUTS.

11. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL GP3 TECH OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE SERVICES, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE SERVICES OR ANY HYPERLINKED SERVICES, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE SERVICES, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF GP3 TECH OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE SERVICES SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.” SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE SHORTEST DURATION PERMITTED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. IN ANY CASE, GP3 TECH'S AND ITS LICENSORS' ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO GP3 TECH FOR THE PLATFORM IN THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR TEN DOLLARS ($10.00), WHICHEVER IS GREATER.

12. Indemnity.

You agree to defend, indemnify and hold harmless GP3 Tech and its affiliates, directors, officers, employees, and/or agents (collectively, “GP3 Tech Indemnitees”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) that may be incurred by any of GP3 Tech Indemnitees arising out of or relating to Your Content, your violation of these Terms, your violation of any applicable laws, rules or regulations in connection with the Services, or from any other misuse of the Services. You agree that in the event any claim, allegation, suit or similar proceeding is commenced by a third party against any of GP3 Tech Indemnitees, that you will pay for the defense thereof, including reasonable attorneys' fees and costs. Notwithstanding any of the foregoing, GP3 Tech reserves the right to assume the exclusive defense and control of any proceeding that relates to GP3 Tech, the Services, or any aspects thereof, whether or not subject to indemnification hereunder, and in such case you will cooperate fully with GP3 Tech in our defense thereof.

13. Termination and Restriction of Access.

In its sole discretion, GP3 Tech may terminate or suspend your access to the Services for breach of these Terms or for any reason whatsoever, with or without notice. GP3 Tech shall not be liable for any losses or damages arising from any such termination of service.

14. Arbitration.

At its sole discretion, GP3 Tech may require you to submit any disputes arising from use of the Services, or breach of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Virginia law. By using the Services, you hereby consent to submission of any dispute to be final and binding arbitration.

15. Limitation on Time to File Claims.

Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

16. Governing Law & Jurisdiction.

These Terms are governed by the laws of the Commonwealth of Virginia. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in Arlington, Virginia, U.S.A. in all disputes arising out of or relating to the use of the Services. The parties have required that this agreement and all documents related to this agreement be drawn up in English. As to any ambiguities resulting from translation from English to any other language, provisions in the English language shall be controlling in all respects. PURSUANT TO ARTICLE 6 OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (“UN CONVENTION”), THE PARTIES AGREE THAT THE UN CONVENTION WILL NOT APPLY TO THIS AGREEMENT.

17. Changes to these Terms of Use.

GP3 Tech may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by GP3 Tech. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Services after any such change is communicated shall constitute your consent to such change(s).

18. General.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and GP3 Tech as a result of these Terms or use of the Services. You may not assign these Terms without the prior written consent of GP3 Tech in all instances. GP3 Tech may assign these Terms, in whole or in part, at any time. GP3 Tech's performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of GP3 Tech's right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by GP3 Tech with respect to such use.

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and GP3 Tech with respect to the Services, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and GP3 Tech. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

19. GP3 Tech Contact Information.

Questions can be directed to GP3 Tech at info@gp3tech.com or by mail at 1500 Wilson Blvd. Floor 5 Arlington, VA 22209.