Terms and Conditions
These Terms and Conditions set forth the terms and conditions between you and Georgian Partners Growth LP Inc. and its affiliates (collectively, “Georgian”) regarding your access to Georgian’s Annual General Meeting (the “AGM”). By accepting this invitation or by accessing or attending the AGM or accessing any information provided in connection with the AGM, you acknowledge and agree, for yourself and the entity, organization or other enterprise, with which you are affiliated based on the status of such entity, organization or enterprise as an investor, limited partner or prospective investor or limited partner in the Fund (“Your Company”), that you have read and understand these Terms and Conditions and you agree to be bound hereby. References herein to “you” and “your” shall be deemed to refer to you, Authorized Recipients, Your Company and any of its affiliates that are either invested in or considering a potential investment in a Georgian fund, vehicle or product (collectively, the “Fund”). In consideration of the mutual covenants and agreements below, you hereby acknowledge and agree to the following terms and conditions.
Information. Information means all materials, information and data that are made available in connection with the AGM, including but not limited to information about Georgian, the Fund, any prospective fund, vehicle or product managed by Georgian, any actual or portfolio company, any actual or potential limited partner of the Fund. Information may include, without limitation, information regarding the business, prospects, operations or financial condition of (i) the Fund (or other investors in the Fund); (ii) Georgian, any of its affiliates and any current or former member, partner, assignee, equity-holder, officer, employee or agent of any of the foregoing; (iii) the historical track record of any Fund or other investments by Georgian’s members, managers, officers, employees and other affiliates; or (iv) any current, prior, or prospective portfolio company of the Fund (each, a “Portfolio Company”).
Confidentiality. All Information is proprietary and highly confidential, whether or not marked as such. You agree to maintain the Information in strict confidence and not to publish, distribute or otherwise disclose any of the Information to any third party other than to Your Company, or to any of their respective officers, directors, managers, members, employees, agents or advisors who have a need to know for the permitted purpose and who are bound by confidentiality obligations with respect to the Information at least as strong as those set forth herein (all of the foregoing, “Authorized Recipients”). No disclosure of Information to an Authorized Recipient is permitted, however, unless it is subject to the terms and conditions set forth herein, and you agree that Your Company shall be legally responsible for any breach of these Terms and Conditions by any Authorized Recipient. You represent and warrant that you are authorized to agree to these Terms and Conditions on behalf of yourself, Your Company and each Authorized Recipient.
Restrictions. You agree to exercise all reasonable precautions necessary to prevent any unauthorized access, use or disclosure of the Information. You may use the Information solely for the purpose of evaluating your current investment and/or the possible purchase of an interest in the Fund, and not for any other purpose. You may not download, scan, print or otherwise capture any Information from the AGM. You may not copy any Information, except as necessary to accomplish the permitted purpose. You agree that Georgian may terminate your access to and use of the Information at any time. Promptly after Georgian’s request, you will return or destroy all copies of the Information and all information, records and materials developed therefrom. Any restrictions contained herein shall not apply to any Information that you can show by clear and convincing documentation either is currently or subsequently becomes generally publicly known or readily publicly available without any act, omission or breach of these Terms and Conditions by you.
Compelled Disclosure. Neither you nor any Authorized Recipient is subject to any legal, regulatory, contractual, ethical, trading exchange or other obligation or rule (including without limitation, public disclosure laws such as the Freedom of Information Act (FOIA) or any similar national, state or local disclosure law, foreign or domestic) that could result in the disclosure of Information without Georgian’s prior consent. You will (i) promptly notify Georgian upon learning of any legal or governmental order or requirement that purports to compel you to disclose any Information; (ii) cooperate with Georgian in its efforts to oppose, limit or seek confidential treatment for such disclosure (including, without limitation, by using diligent efforts to limit disclosure to only such portion of the Information that is legally required to be disclosed and to obtain confidential treatment or a protective order for such Information); and (iii) to the extent legally permitted, use reasonable efforts to allow Georgian to participate in the proceeding. You will also promptly notify Georgian upon learning of any unauthorized disclosure or use of the Information.
No Representations. You acknowledge and agree that Georgian makes no representations or warranties, express or implied, as to the quality, accuracy or completeness of the Information or otherwise; that Georgian shall have no liability with respect to any use or reliance upon any of the Information; and that Georgian owns and retains all rights, title and interests in and to the Information. No Information provided to you in connection with the AGM or otherwise should be construed as legal, business, tax, accounting, investment or other advice. You are solely responsible for consulting with your own advisors and determining whether the Information is sufficient to properly evaluate any investment in a Fund.
No Agreement. Disclosing Information to you does not constitute an obligation or commitment to enter into any transaction. Any agreement relating to an investment in any Fund will be effective only if, when and as specified in a separate written agreement that is acceptable to and executed and delivered by you and the respective Fund.
Governing Law and Miscellaneous. These Terms and Conditions are governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein. No change, consent or waiver hereunder will be effective unless in writing and signed by Georgian and you. If any provision of these Terms and Conditions is found to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that all other terms remain in full force and effect and enforceable. Unless otherwise agreed to, the obligations hereunder shall be continuing and will survive the termination of any other agreement between you and Georgian.
Third-Party Beneficiary. The Fund, all of its affiliates and the Portfolio Companies are intended third-party beneficiaries of these Terms of and Conditions and each of them has the right, power and authority to enforce its provisions.
Insider Trading. You are advised that securities laws restrict any person who has material, non-public information about a company from purchasing or selling securities of such company (including derivative securities of such company) and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. You agree not to purchase or sell such securities in violation of any such laws.
No Marketing. The Information is provided solely for informational purposes and does not constitute pre-marketing or marketing activities under the Alternative Investment Fund Managers Directive “AIFMD” or any other similar statute, regulation, directive or practice in any jurisdiction.
Privacy. The collection, use and disclosure of personal information or data provided to Georgian in connection with the AGM is governed by the Georgian Privacy Policy. By participating in the AGM, you acknowledge and agree that you have read and understand the Georgian Privacy Policy, which is available at georgian.io/privacy-policy. Should you have any questions or comments with regards to Georgian’s privacy practices, please contact Georgian at privacy@georgian.io.
Contact Georgian. If you have any questions or concerns about these Terms and Conditions or the AGM, you may email us at investorrelations@georgian.io.
Disclosures
Access to the Annual General Meeting (the “AGM”) is provided to sophisticated investors, professional investors, qualified investors or those similarly situated (as applicable) only (“Recipients”) by Georgian Partners Growth, LP or an applicable nominated affiliate (“Georgian”) on a confidential basis, pursuant to the terms of a confidentiality agreement between or among Recipient(s) and Georgian (as applicable). Recipients expressly acknowledge and agree that the materials, documents and information provided at, during or in connection with the AGM, and all related documents and disclosures (the “Information”), are subject to the terms of the relevant confidentiality agreement, and Recipients will hold Information in the strictest confidence. The Information herein or presented at, during or in connection with the AGM is not intended for public use or distribution, and dissemination, publication, distribution, disclosure, copying or use of the information, documents, or disclosures contained herein or presented at, during or in connection with the AGM is expressly prohibited. Further, by accepting the Information, you agree to not use, and cause your directors, partners, officers, employees, and representatives not to use, the information in a manner inconsistent with applicable securities laws including, for example, transactions in securities of issuers based on its possession of material non-public information. Any reproduction or distribution of the Information, in whole or in part, is prohibited. You are advised that securities laws restrict any person who has material, non-public information about a company from purchasing or selling securities of such company (including derivative securities of such company) and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. You agree not to purchase or sell such securities in violation of any such laws.
No materials provided at, during or in connection with the AGM constitute an offer to sell or a solicitation of an offer to buy interests in any fund, vehicle or product managed by Georgian. Offering of any such interests will be made only to sophisticated, professional or qualified investors or those investors similarly situated (as applicable), and in accordance with both applicable laws and offering materials and/or definitive agreements. Subscriptions will only be made and accepted on the basis of the final transaction documentation and the accompanying final subscription documents. The final transaction documentation as well as the subscription documents may be made available to prospective investors subsequently at the general partner’s discretion and only after, or subject to, all relevant requirements for pre-marketing or marketing of the interests in any fund, vehicle or product have been met. Prospective investors should rely upon the relevant, final transaction documentation and their own independent due diligence of any fund, vehicle or product prior to making an investment decision. In the event that any of the Information herein or presented at, during or in connection with the AGM is inconsistent with or contrary to the limited partnership agreements or operative agreements of any fund, vehicle or product, such limited partnership or operative agreement shall control.
While the Information is believed to be accurate, Georgian makes no representation or warranty as to the completeness or accuracy of the Information herein or provided at, during or in connection with the AGM and accepts no responsibility for updating or correcting any such Information. While Information may be based on third-party sources that Georgian believes to be reliable, Georgian has not in all cases independently verified such Information and does not guarantee that the Information is accurate, complete or up to date. The Information does not purport to be all-inclusive or to contain all the information that a prospective investor may desire in connection with an investment in any Georgian fund.
Any case studies and/or the companies (including sample investments) profiled or discussed at, during or in connection with the AGM represent a subset of the Georgian funds’ prior investments and may not be representative of all of the Georgian funds’ investment experience or performance as whole. Please contact Georgian for further information about its funds’ full investment performance. Any reference to a private or public company should not be considered a recommendation to purchase or sell securities in such company, and is not an indication that an investment in the securities of such company was or will be profitable.
The Information includes third-party endorsements and testimonials. No individual has been compensated, directly or indirectly, for providing a testimonial or endorsement of Georgian. Testimonials are not representative of the experience of all investors or portfolio companies with Georgian, do not guarantee similar results in the future, and there can be no assurance that any assessment of or expectation regarding Georgian will prove to be true. Notwithstanding the above, we note that certain statements about Georgian made by portfolio company executives or employees herein are intended to illustrate Georgian’s business relationship with such persons, including with respect to Georgian’s capabilities as a business partner, rather than Georgian’s capabilities or experience with respect to investment advisory services. Portfolio company executives and employees were not compensated in connection with their participation, although they generally receive compensation and investment opportunities in connection with their portfolio company roles, and in certain cases may also be owners of portfolio company securities and/or and/or investors in a Georgian-sponsored vehicle, product or fund. Such compensation and investments subject participants to potential conflicts of interest in making the statements herein.
An investment in a Georgian fund is speculative and involves a high degree of risk. Opportunities for withdrawal and transferability of interests are restricted, so investors may not have access to capital when it is needed. There is no secondary market for the interests, and none is expected to develop. An investor should not make an investment unless it is prepared to lose all or a substantial portion of its investment. The fees and expenses charged in connection with a Georgian investment may be higher than the fees and expenses of other investment alternatives and may offset profits. Nothing presented herein or at, during or in connection with the AGM is intended to constitute investment advice, and no investment decision should be made based on any information provided herein or at, during or in connection with the AGM.
Past performance is not necessarily indicative of future results and may not be repeated. There can be no assurance that a Georgian fund will achieve comparable results or that such fund will be able to implement its investment strategy or achieve its investment objectives. Investors may lose capital up to the entire amount invested.
Recipients should not construe the contents of the Information provided at, during or in connection with the AGM as legal, tax, investment, regulatory or accounting advice and no investment decision should be made based on the Information.
The limited partner interests in the Georgian funds have not been registered under the United States Securities Act of 1933, as amended, or under any applicable state securities laws, nor have such limited partner interests been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”) or the securities regulatory authority of any state or other jurisdiction (including Ontario). Neither the SEC nor any commissioner of any such state authority or other jurisdiction has passed upon the accuracy or adequacy of the Information, and any representation to the contrary is unlawful. This Information does not constitute an offer to sell or a solicitation of interest to purchase any securities or investment advisory services in any state or in any other jurisdiction in which such offer or solicitation is not authorized.
This Information may contain “forward-looking statements” or “forward-looking information” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended. Because such forward-looking statements or information involve risks and uncertainties, actual results of each Georgian fund may differ materially from any expectations, projections or predictions made or implicated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making any investment decisions. No representation or warranty is made as to future performance or such forward-looking statements. Nothing contain herein may be relied upon as a guarantee, promise, assurance or a representation as to the future. Without limiting the foregoing, no assurance is given that any businesses and assets can be acquired or disposed of at favorable prices or that the market for such assets (or market conditions generally) will either remain stable or, as applicable, recover or improve. The Information contains statements of opinion and belief. All views expressed and all statements relating to expectations regarding future events, or the possible future performance of any investment represent Georgian’s own assessment and interpretation of information available to it as of the indicated date. Such statements involve known and unknown risks, uncertainties and other factors. Such statements represent solely the opinion or belief of Georgian and are not expressed as the opinion or belief of any individuals at Georgian in their individual capacity. No representation is made or assurance is given that such statements or views are correct. Opinions expressed and other information or statements herein are subject to change without notice. Any discussion or general market activity, industry or sector trends, or other broad-based economic, market, political or regulatory conditions should not be construed as research or investment advice.
Any projected outcomes, proceeds and performance (the “Projections”) included in the Information represent a range of potential outcomes and are estimated by Georgian’s team members. These Projections are for illustration purposes only and prospective investors are cautioned not to rely upon the Projections. The Projections do not reflect any actual outcomes, proceeds and performance. Actual outcomes, proceeds and performance will be materially higher or lower than the Projections presented in herein and there can be no assurance that the Projections will be attained. The Information speaks as of indicated and neither the general partner of any Georgian fund nor any affiliate or representative thereof assumes any obligation to provide any Recipient with subsequent revisions or updates to any historical or forward-looking information contained herein to reflect the occurrence of events and/or changes in circumstances after the date hereof.
All currency in US dollars (USD) except as otherwise indicated. All Information is as of the date indicated.
All Information included herein or provided at, during or in connection with the AGM is being presented subject to the following disclosures:
Prospective investors should carefully conduct their own investigation of each Georgian fund before making an investment.
- Certain performance data reported herein reflects gross returns. Management fees, carried interest, taxes, transaction costs and other expenses associated with the investments are not included in such gross performance data, and such amounts in the aggregate are expected to be substantial and would reduce the returns of fund investors.
- Certain performance data reported herein reflects estimated net returns. Such estimated net returns are intended to approximate the effect that management fees, carried interest, taxes, transaction costs and other expenses associated with the investments will have on the returns of fund investors. Actual net returns of a fund may bear a different relationship to the actual gross returns of such fund based on a variety of factors.
- Although certain individuals may be identified herein as “Partners” or “General Partners,” such titles reflect business usage that is customary within the venture capital and private equity industry and are not intended to indicate that any such individual is actually a partner or general partner of any partnership as those terms are used for legal purposes.