Terms of Use
GPRS User Agreement: Terms of Use and Terms of Purchase (“Terms of Use”)

The following Terms of Use govern your the use of Gilman, Pope, Scribner and Robles’ (“GPSR”) services, including the purchase and/or use of those services purchased on www.shop.gilmanpope.com, (the “Services”), and the websites www.gilmanpope.com and www.shop.gilmanpope.com (collectively, the “Site”). You should review frequently and regularly the terms and conditions posted on the Services and/or Site, as they are subject to change.

1. General Terms and Conditions

All use of the Services (including the purchase of the Services on www.shop.gilmanpope.com) and/or Site is subject to the terms and conditions set forth herein. By accessing, purchasing and/or using the Services and/or Site, you acknowledge, accept, and agree to all the terms, conditions, and privacy policy described or incorporated by reference below, and otherwise contained on or referenced in the Services and/or Site (the “Agreement” or “Terms and Conditions“). These Terms and Conditions represent a binding contract between you and GPRS, its subsidiaries, affiliates, assignees and its and their officers, directors, employees and agents (“GPSR“), and are in addition to any other agreements between you and GPSR, including any other agreements that govern your use of products, services, content, tools, and information available on the Services and/or Site. If you do not agree with any of these Terms and Conditions, please do not submit information to, access information from, or otherwise utilize and/or purchase the Services and/or Site. GPSR reserves the right to change the terms of this Agreement at any time without notice to you. Use of, and/or the purchase of, the Services and/or Site following the posting of any changes to this Agreement shall be deemed to be acceptance thereof by you. In this Agreement, we may refer to a customer/reader as “you” or as a “User”. You agree to keep business information and trade secrets of GPSR, including, but not limited to the terms and pricing set forth in this Agreement, and any user account information, confidential until such information becomes known to the public generally and except to the extent that disclosure may be required by law, regulation or legal process.

2. Use of the Services and/or Site; Limitations; Acceptable Use

The Services and/or Site are designed to source or list businesses for sale and for buyers to express interest in and learn more about those businesses. The listing or sourcing of businesses for sale 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. GPSR is not involved in the actual transaction between buyers and sellers. None of the information contained in the Services and/or Site constitutes a solicitation, offer, opinion, or recommendation by GPSR 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. GPSR has not made any recommendations regarding the merit of any company identified on, or related to, the Services and/or Site, made any recommendation regarding the purchase or sale of any security, or endorsed or sponsored any company identified on, or related to, the Services and/or Site. For that reason all Users of the Services and/or Site agree to be responsible for their own due diligence and the legal and regulatory compliance of any transaction they enter into, and GPSR makes no representation or assurance about such compliance.

Users of the Services and/or Site are required to provide true and accurate information about their businesses, and to update and maintain such information, but GPSR cannot and does not confirm the accuracy of information provided. If GPSR permits you to input or provide information for the Services and/or Site, you may not input or provide any information or content that: is promotional in nature, including solicitations for funds or businesses, without the prior written authorization of GPSR; 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, is racially, ethnically or otherwise 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 inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); 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.

GPSR reserves the right to edit, restrict or remove any content a User provides for any reason at any time. In addition, GPSR does not control the information provided by other Users that is made available through the Services and/or Site. GPSR reserves the right to refuse service, terminate relationships, and/or cancel orders in its discretion.

3. Transaction Status Updates; Marketing of Names

You agree to notify GPSR promptly when opportunities discovered through or on the Services and/or Site progress to any of the following stages: letter of intent executed; transaction expected to close; and/or transaction closed. When you announce closed transactions via your website or press release or other broad disclosure methods, GPSR may disseminate its own release to its constituents indicating its association with said transaction. GPSR may add your entity name to GPSR’s member roster, which is professionally presented from time to time on its website and in marketing materials.

4. Intellectual Property; Copyright

The contents of the Services and/or Site and any products or services provided or sold by GPSR, including the Services and/or Site’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 Services and/or Site, are the property of GPSR or its content suppliers, and are subject to the copyright or other intellectual property rights of GPSR and to the terms of licenses held by GPSR. Such intellectual property is protected by federal and state law. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the content and software on this Services and/or Site, or of any products or services sold by GPSR, is strictly prohibited. Users may copy information from the Services and/or Site only as may be strictly necessary for Users’ own use to view, save, print, or transmit it. Otherwise, no portion of the Services and/or Site may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by GPSR.

By submitting information or other material to us, you grant GPSR a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right to use, reproduce, modify, adapt, publish, create derivative works, and distribute such materials or portions of such materials, in any form or medium known or later developed, in furtherance of the terms of this Agreement and the actions and transactions contemplated hereby.

You agree that you will not and will not allow others to decompile, disassemble, reverse engineer, copy, use, merge, disclose, sell or transfer the underlying source code or structure or sequence of GPSR’s technology or delete or alter author attributes or copyright notices. You shall use the Services and/or Site solely for your own use and shall not allow others to use the Services and/or Site under or through your account.

Nothing from the Services and/or on the Site or elsewhere should be construed to grant any license or right to use, implied or otherwise, any mark displayed on the Services and/or Site without the written permission of GPSR or the third party owner of the mark. GPSR reserves the right, in its sole discretion, to remove any material that infringes or appears to infringe on intellectual property rights owned by others. If you believe that any material contained in the Services and/or Site infringes your intellectual property, you should notify GPSR of the alleged infringement in accordance with the below procedure.

Send any notification of claimed copyright infringement to GPSR’s designated Agent for Notice of Claims to the address listed at www.gilmanpope.com. To be effective, the notification must be in writing and include the following information: physical or electronic signature of the owner or authorized agent of the owner of the allegedly infringed work; identification of the allegedly infringed work; identification of the material that is claimed to be infringing and reasonably sufficient information for GPSR to locate the material; contact information of the notifying party, such as address, telephone number and email; a statement that the notifying party has a good faith belief that the use of the material in the manner complained of is not authorized by the owner of the allegedly infringed work, its agent or the law; and a statement, under penalty of perjury that the information in the notification is accurate and the notifying party is the owner or authorized agent of the allegedly infringed work.

5. Privacy Policy

Under this Agreement, you agree to the following privacy policy of GPSR (“Privacy Policy”). This Privacy Policy explains how Gilman, Pope, Scribner and Robles (“GPSR,” “we” and “us”) collects, uses, shares and protects information obtained from Members and from visitors to its website. If you are a customer GPSR, which means, without limitation, you have purchased a Service (“Customer”), or you are a User of the Site, you have agreed and are additionally subject to the Terms of Use, which incorporates this Privacy Policy by reference. If you are not a Customer, by visiting the website, you consent to the collection and use of your information under the terms of this Privacy Policy.

A. Key Elements of GPSR’s Privacy Policy. We gather personal information about our Customers and Users in order to provide services, comply with laws, and improve our offerings. We do not share your information with unaffiliated companies for marketing purposes without your prior permission. Unless you opt-out, we may share information about you among companies affiliated with us to inform you about additional products, services or promotions that may be of interest to you. You can control the method and the content of the communications we send to you.

B. Personal Information and Other Data We Collect. GPSR collects information that you voluntarily provide to us, including your name and contact details. GPSR may also collect information about Customers and/or Users from our Customers and third parties. When you use our Services and/or Site, we send one or more cookies (a small file containing a string of characters) to your computer that uniquely identifies your browser. Cookies make it easier for you to log on to and use the Services and/or Site during future visits. You can configure your browser to accept all cookies, reject all cookies, or notify you when a cookie is set. (Each browser is different, so check the “Help” menu of your browser to learn how to change your cookie preferences.) GPSR’s servers automatically record information when you use our Services and/or visit our Site.

These servers’ logs include information such as your web request and Internet Protocol address. Collectively, the information that GPSR collects about you, including personal information, is referred to in this Privacy Policy as “your information.”

C. Use of Your Information. We use your information to process and administer details of your membership, to communicate with you, to provide you with opportunities, and to keep you up to date with new developments at GPSR. We also use and analyze the information we collect so that we can administer, support, improve and develop our business. GPSR may contact you using information you voluntarily provide.

D. Disclosure of Your Information. GPSR may disclose your information in response to legal process, to protect our rights, as otherwise required by law, or for the prevention or detection of a crime. If we sell our company or any part of it, or our business enters into a joint venture with another business entity, GPSR may disclose your information to our new business partners or owners who may then provide you with information about their products and services.GPSR is committed to keeping our Customers’ and Users’ information confidential. GPSR does not sell, license, lease or otherwise disclose your information to any third party for purposes of marketing by the third party, or for any reason, except as described below:

i. In order to administer or process a transaction, product or service in accordance with a Service or related agreement.

ii. We may disclose personal information about you to third parties or to government entities as required by law or regulation or in response to subpoenas, to credit bureaus and collection agencies, or when necessary to protect your rights or property or that of GPSR.

iii. To help us improve our services to you, we may engage another business to help us to carry out certain internal functions such as account processing, fulfillment, member service, member satisfaction surveys or other data collection activities relevant to our business. We may also provide a party with member information from our database to help us to analyze and identify member needs and notify members of product and service offerings. Use of the information shared is strictly limited to the performance of the task we request and for no other purpose.

All third parties with which we share personal information are required to protect personal information in a manner similar to the way we protect personal information. If we propose to share information in a manner not covered in this Privacy Policy, we will notify you of this change by posting an addendum on the Site and, if appropriate, provide you an opportunity to opt-out of such use.

E. Your Ability to Opt-Out of Information Collection & Use. You may choose not to provide personal information to GPSR. You may set up your computer to reject cookies. However, in that case, you may not be able to use certain features for our Services and/or on our Site.

F. Security & Information Retention. We employ security measures to protect your information both online and offline from access by unauthorized persons and against unlawful processing, accidental loss, destruction and damage. We will retain your information for a reasonable period or as long as the law requires. If you are a Customer or User, GPSR may retain your information for its business purposes if you cease to work with GPSR, provided that GPSR will protect all such information about you in accordance with this Privacy Policy.

G. Risks Inherent in Sharing Information. Although we allow you to set privacy options that limit access to your information, please be aware that no security measures are perfect or impenetrable. We cannot guarantee that only authorized persons will view your information. We cannot ensure that information you share via the Services and/or on the Site will not become publicly available. We are not responsible for third party circumvention of any privacy settings or security measures on the Services and/or Site. You can reduce these risks by using common sense security practices such as choosing a strong password and using up to date antivirus software.

H. Changes to This Policy. GPSR may update this policy. Any changes to this Privacy Policy in the future will be posted to via Services and/or the Site. Your continued use of the Services and/or Site will indicate your agreement to such changes.

6. Email Notification

GPSR uses email to communicate with Users. You hereby authorize and agree that GPSR may communicate with you via email and you consent to receiving any notice required under this Agreement or any other agreement with GPSR via email. GPSR will use reasonable efforts to honor any request you may have to opt out from receiving emails, but under no circumstance will GPSR have any liability for sending any email to its Users and customers.

7. Hyperlink Policy

The Services and/or Site 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 GPSR of any information contained in any third party websites. In no event shall GPSR 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 GPSR web-based Services and/or Site.

8. No Warranty

Any material downloaded, accessed or otherwise obtained through the Services and/or Site is obtained at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results therefrom. GPSR AND ALL OF ITS THIRD-PARTY LICENSORS 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 SERVICES AND/OR SITE, INCLUDING THE INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE 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 SERVICES AND/OR SITE AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF THE SERVICES AND/OR Site IS AT YOUR OWN RISK. GPSR makes no guarantees or warranties of any kind as to the adequacy, completeness, sufficiency, timeliness or accuracy of any material available in or through the Services and/or Site. You hereby agree that any monetary claims of any kind assessed against GPSR arising out of or relating to the use of the Services and/or Site shall not exceed the total amount you (or any other User) paid to GPSR for the Services and/or Site during the previous twelve (12) months. In no event shall GPSR 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 Services and/or Site or this Agreement, 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.

9. Indemnity

You agree to indemnify and hold GPSR and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any suit, action, claim, demand, penalty or loss, including attorneys’ fees, made by or resulting from any third party due to or arising out of your use of the Services and/or Site, breach of this Agreement or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandate, or the rights of a third party.

10. Choice of Law; Disputes

This Agreement is governed by the laws of the State of California, without giving effect to its conflict of laws provisions and as if this Agreement was a contract wholly entered into and wholly performed within the State of California. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in Los Angeles County, California for any and all disputes, claims and actions arising from or in connection with the Services and/or these Terms and Conditions. In any dispute arising under these Terms and Conditions, the prevailing party will be entitled to reasonable attorneys’ fees and expenses.

11. Arbitration

Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to this Agreement or the Services and/or Site, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration held in Los Angeles, California under the rules of the American Arbitration Association in effect from time to time. The claims shall be governed by laws of the State of California, without regard to California’s conflict of law rules, and the enforceability of this arbitration agreement shall be governed by the Federal Arbitration Act. The language to be used in the arbitral proceeding will be English. 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 arbitral proceeding.

12. Miscellaneous

This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter herein. You may not assign this Agreement, or assign, transfer or sublicense your rights, if any, in the Services and/or Site. A failure to act with respect to a breach by you or others does not waive GPSR’s right to act with respect to subsequent or similar breaches. In the event that any provision or any portion of any provision of this Agreement shall be held to be void or unenforceable, the remaining provisions of this Agreement (and the balance of any provisions held void or unenforceable in part only) shall continue in full force and effect.

If you do not agree with any part of these terms and conditions, or you have dispute or claim against GPSR or its supplier or affiliates with respect to this agreement, you should immediately refrain from using the Services and/or Site.