Terms & Conditions – Georgian Event
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 participation in a Georgian event or an event that Georgian is participating in (the “Event”). By participating in the Event or accessing any information provided in connection with the Event, you acknowledge and agree, for yourself and the entity, organization or other enterprise, with which you are affiliated (“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 participating in the Event. 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 Event. Information may include, without limitation, information regarding (i) the business, prospects, operations or financial condition of any participant in the Event, including Georgian, and any of its affiliates and any current or former member, partner, assignee, equity-holder, officer, employee or agent; and (ii) any materials, data, discussions, advice, potential and products discussed, used, referenced or created in connection with the Event.
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. Except as otherwise permitted herein, you may use the Information solely for the purpose of participating in the Event and not for any other purpose. You may not download, scan, print or otherwise capture any Information from the Event and 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. Notwithstanding the above, it is understood and agreed that any information or materials that are proprietary to you (“Your Proprietary Material”) shall remain owned by you and remain your exclusive property and you warrant that you own all intellectual property rights in Your Proprietary Material or that You have the appropriate license rights from the owner for Your Proprietary Material.
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; that Georgian accepts no responsibility for updating or correcting any such Information; and except as expressly permitted, Georgian owns and retains all rights, title and interests in and to the 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 user may desire in connection with the activities herein.
No Advice. No Information provided to you in connection with the Event or otherwise should be construed as legal, business, tax, accounting, investment or other advice. Nothing presented herein or at, during or in connection with the Event is intended to constitute investment advice, and no decisions should be made based on any information provided herein or at, during or in connection with the Event. Past performance is not necessarily indicative of future performance and may not be repeated.
No Agreement. No joint venture, partnership, employment, agency or other agreement exists between You and Georgian, and nothing in these Terms and Conditions or your participation in the Event shall be construed as creating any joint venture, partnership, employment, agency or other relationship. Disclosing Information to you does not constitute an obligation or commitment to enter into any transaction. Any agreement relating to an investment by Georgian 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 Georgian.
Governing Law and Miscellaneous. These Terms and Conditions are governed by the laws of the Province of Ontario. No change, consent or waiver hereunder will be effective unless in writing and signed by Georgian and you. If any provision 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. The obligations hereunder shall be continuing and will survive the termination of any other agreement between you and Georgian.
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 Offer to Sell or Buy Securities. No materials provided at, during or in connection with the Event 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.
Case Studies. Any case studies and/or the companies (including sample investments) profiled or discussed at, during or in connection with the Event are hypothetical in nature and are intended for discussion and illustration purposes only. They are not intended to represent any prior Georgian investments and may not be representative of all of the Georgian experience or 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 such company would be successful or that an investment in the securities of such company was or will be profitable.
Testimonials. The Information includes third party endorsements and testimonials. Testimonials are not representative of the experience of all investors or portfolio companies with Georgian, do not guarantee similar results in the future, and should not be construed as investment advice. There can be no assurance that any assessment of or expectation regarding Georgian will prove to be true. Except as highlighted below, no individual has been compensated, directly or indirectly, for providing a testimonial or endorsement of Georgian. We note that certain statements about Georgian made by current or former 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. These portfolio company executives and employees were not compensated in connection with their participation, although they generally may receive or have received compensation and investment opportunities in connection with their portfolio company roles. In certain cases, these portfolio company executives and employees may also be or have been owners of portfolio company securities 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.
Forward-Looking Information. 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 may differ materially from any expectations, projections or predictions made or implicated in such forward-looking statements. As a result, you 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 contained herein may be relied upon as a guarantee, promise, assurance or a representation as to the future. 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, investment or other advice.
Forecasts and Projections. 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 the indicated date and Georgian assumes no 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.
Currency. All currency in US dollars (USD) except as otherwise indicated.
As-of Date. All Information is as of the date indicated except as otherwise indicated.