Terms and Conditions

Terms of Use
Last Updated: July 15, 2022

These terms and conditions of use (“Terms of Use”) comprise a legal agreement between Georgian Partners Growth LP or any corporation, trust or partnership associated or affiliated therewith or managed or advised (or sub-managed or sub-advised) thereby (the “Company”, “Georgian”, “we”, “our”, or “us”) and you, the person accessing and using this Website (as defined below). These Terms of Use set forth the legally binding terms and conditions on you for the use of Georgian’s website, located at https://georgian.io/ (the “Website”), that is owned, operated and maintained, directly or indirectly, by Georgian and all downloadable applications, features, functionality, content or information that is made available or provided by Georgian.

BY USING THE WEBSITE YOU ARE DEEMED TO HAVE READ AND ARE INDICATING YOUR ACCEPTANCE OF, AND YOU AGREE TO BE BOUND BY, THESE TERMS OF USE WHICH SHALL GOVERN YOUR ACCESS AND USE OF THE WEBSITE. IF YOU DO NOT AGREE WITH ONE OR MORE OF THESE TERMS OF USE, WE ASK THAT YOU DO NOT ACCESS OR USE THE WEBSITE.

Any use of the Website in a manner that does not comply with these Terms of Use is deemed to be unauthorized use and may subject the user to civil or criminal penalties.
In consideration of the mutual promises and agreements contained in these Terms of Use and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), you and Georgian agree as follows:

1. Purpose of Website and Acceptance of Terms

The Website is made available to you solely for the purpose of providing you with information and access to the services offered by Georgian(the “Information”), subject to the terms and conditions contained in these Terms of Use and Georgian’s Privacy Policy (the “Privacy Policy”).
Should we wish to modify or replace these Terms of Use, we will post an updated version on our Website. We recommend that you check this Website periodically in order to review our current Terms of Use. You can tell if these Terms of Use have changed by checking the effective date that appears at the top of these Terms of Use. Depending on the circumstances, we may also post a notice to the Website at our discretion to alert users that a change has occurred. If you continue to use our Website after the Terms of Use changed, you will be deemed to have accepted such changes.

2. License

Georgian hereby grants you a limited, non-exclusive, personal, non-transferable, non-sub-licensable and revocable right and license to: (a) access the Website for the purpose of obtaining Information in accordance with these Terms of Use; and (b) access, view and print any Information and documentation made available on the Website, for your personal, non-commercial and informational use only to assist you in the access and use of the Website; provided that such copied and printed materials must not be altered in any manner whatsoever. Except for the limited licenses and rights expressly granted to you in the Terms of Use, these Terms of Use do not grant you any other right or license, whether express or implied, by estoppel, or otherwise in or under any patent, trademark, copyright, or other intellectual property or proprietary rights of Georgian or any third party. Georgian may terminate this license at any time for any reason whatsoever.

3. Content

The Website may include images, text, works, audio files, sounds, links and other content and data that are owned by third parties (“Third Party Content”). All statements and/or opinions expressed in any such Third Party Content, other than the content provided by Georgian, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Georgian. Georgian is not responsible, and assumes no liability, for any Third Party Content or for any loss or damages that may arise from your use of them.
All content and data made available by Georgian through the Website, including any Third Party Content, (the “Company Content”) is owned solely and exclusively by Georgian and/or third parties. You may not: (a) publish, publicly perform or display, or communicate to the public or otherwise distribute to any third party any of the Company Content; (b) market, sell, resell or make commercial use of the Website or any Company Content; (c) systematically collect from the Website and use any Company Content, including the use of any data mining, robots, or similar data gathering and extraction methods; or (d) make derivative uses of the Website or the Company Content without including appropriate references and citations to the original author of the Company Content.

The Website may provide links to other, third-party sites we think you will enjoy. These sites operate independently of us and have established their own privacy and security policies. We make no representations about any other websites that may be accessed from this Website. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. These Terms of Use do not apply to such other sites, and you will be subject to any terms and conditions of such third-party sites.

4. Not an Offering of Securities

The information made available on or through this Website (including without limitation any Company Content) is provided for informational purposes only and is not intended to be, and should not be construed as, investment, legal, accounting, tax or other professional advice. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of any Company Content.
Neither this Website nor any other materials made available through this Website constitute an offer to sell or a solicitation to buy any investment fund or securities, nor shall this Website or any such materials form the basis of, or be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. Visitors to this Website who are considering making an investment in a specific securities offering are reminded that they must not make any decision on the basis of information contained on this Website but, rather, only on the offering documents relating to that particular securities offering.

5. Use Restrictions and Security

You agree that when using the Website, you will not: (a) post, introduce, or transmit any files which contain viruses, worms, Trojan horses, logic bombs or other code that is malicious or technologically harmful; (b) post or transmit data or content which violates or infringes any third party rights, is false, misleading or inaccurate or is injurious to a third party or defames, libels or disparages any third party; (c) except as expressly permitted by these Terms of Use, provide, disclose, sublicense, distribute, transfer, assign or otherwise permit any third party to access, use, read or otherwise gain access to the Website; (d) use the Website to provide the benefit of the use of your account, if any, to or for any other person; (e) to the maximum extent permitted by applicable law, interfere with or circumvent any copyright or other technical protection mechanism or reverse engineer, decompile, disassemble, or otherwise in any manner deconstruct all or any part of the Website or any software or technology or content forming part thereof; (f) use the Website to harvest addresses, send spam or otherwise breach these Terms of Use or the Privacy Policy; (g) use any spider, robot or other automated or electronic agent to monitor or copy web pages or any content from the Website or for any other purpose in connection with your access to and use of the Website; (h) take any action or use any program or device that may result in or is intended to interfere with the operation and function of the Website or to shut down, overload or overwhelm the Website; (i) copy, republish or redistribute any part of the Website, in any form or medium, including by caching, framing, linking or similar means, without the prior written consent of Georgian; (j) take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful content to or through the Website, including content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offence, or conduct that would give rise to civil liability or violate any law, such determination to be made in Georgian’s sole discretion; (k) access Company Content or data that is not intended for you; (l) impersonate or attempt to impersonate Georgian, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing); or (m) otherwise attempt to interfere with the proper working of the Website.

We aim to provide you with a safe experience. We have in place certain physical, electronic, technological, and organizational safeguards that are designed to protect the security and privacy of your Personal Information (as defined in our Privacy Policy) against loss, theft, and unauthorized access, disclosure, copying use or modification. These safeguards are appropriate with regards to the nature and sensitivity of the Personal Information we collect and store. Please note, however, that while we try to create a secure and reliable Website for users, the confidentiality of any communication or material transmitted to or from the Website or via e-mail cannot be guaranteed and such transmission is at your own risk.
You must safeguard and treat as confidential your login information, including username, passwords, digital certifications or other similar security mechanism used by the Website to identify you (“Authentication ID”) that you created to access the restricted portions of the Website and you must not disclose this information to anyone. You must immediately notify Georgian of any unauthorized use of your Authentication ID. You also agree to ensure that you logout from your Authentication ID at the end of each session. You are responsible for any password misuse or any unauthorized access. We reserve the right at any time and from time to time, to disable, reset, or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Use.

This Website is not intended for use in any jurisdiction where its use is not permitted, and is not directed to any person or entity in any jurisdiction where (by reason of nationality, residency, citizenship or otherwise) the publication or availability of the Website and Company Content are prohibited or otherwise contrary to local laws or regulations or would subject any person or entity, including Georgian, to any registration or licensing requirements in that jurisdiction. If you access the Website from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction(s). We make no representation that the Information, opinions or other Company Content on the Website is appropriate or will be available outside of Canada. You agree, and confirm, that your use of the Website is in full compliance with the laws of the jurisdiction(s) to which you are subject, and that you are not prohibited from using the Website due to any restriction whatsoever and that you have obtained all necessary consents and approvals required or reasonably necessary.

6. Privacy

You agree that your use of the Website is subject to the terms of our Privacy Policy, which is hereby incorporated by reference into, and forms an integral part of, the Terms of Use. Personal Information and “cookies” will be collected, used and disclosed by Georgian solely in accordance with these Terms of Use and Georgian’s Privacy Policy.

7. Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT THE WEBSITE, ANY COMPANY CONTENT AND OTHER INFORMATION, DATA AND MATERIALS AVAILABLE ON THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND YOUR USE OF IT IS AT YOUR OWN RISK. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN AND PERMITTED UNDER APPLICABLE LAW, GEORGIAN EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, AND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, TITLE OR NON-INFRINGEMENT OF THIRD PARTY’S RIGHTS AND ANY CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
GEORGIAN DOES NOT OFFER ADVICE OR RECOMMENDATIONS CONCERNING INFORMATION OR DATA CONTAINED IN ANY COMPANY CONTENT AND ANY ACTIONS TAKEN, OR FAILURES TO ACT, IN RELIANCE ON ANY COMPANY CONTENT BY YOU OR ANY OTHER PERSON IS YOUR SOLE RESPONSIBILITY AND LIABILITY. GEORGIAN SPECIFICALLY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE (INCLUDING THE PROVISION OF ANY COMPANY CONTENT) WILL BE ACCURATE, RELIABLE, COMPATIBLE WITH YOUR COMPUTER OR ELECTRONIC DEVICE, OR COMPLETE OR WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT ANY ERRORS CAN OR WILL BE CORRECTED OR THAT ANY COMPANY CONTENT, DATA OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE WEBSITE AND ITS SERVER ARE FREE OF VIRUSES AND OTHER HARMFUL ELEMENTS. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAIL BOMBING, OR CRASHING, VIRUSES, WORMS, TROJAN HORSES, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY INFORMATION, SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
IF YOU ARE DISSATISFIED WITH THE WEBSITE OR WITH ANY OF THE TERMS, CONDITIONS, GUIDELINES, PRACTICES OR POLICIES OF GEORGIAN IN OPERATING THE WEBSITE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USING THE WEBSITE.

8. Limitation of Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, IN NO EVENT WHATSOEVER SHALL ANY OF GEORGIAN, ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, PARTNERS, SHAREHOLDERS, SUCCESSORS, AGENTS, SERVICE PROVIDERS, THIRD-PARTY CONTRACTORS, SUPPLIERS, LICENSORS, AND ASSIGNS (EACH A “COMPANY PARTY” AND COLLECTIVELY, THE “COMPANY PARTIES”) BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, DIRECT, OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF WEBSITE OR ANY INABILITY TO USE THIS WEBSITE (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE WEBSITE OR THE USE OF, OR RELIANCE ON, ANY COMPANY CONTENT OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE WEBSITE, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF WEBSITE OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE OR PROFIT OR ANY OTHER CONSEQUENTIAL ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF THE COMPANY PARTIES OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.
Georgian shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Georgian’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The terms and conditions of these Terms of Use that limit liability reflect an informed voluntary allocation of risk; such allocation represents a material part of these Terms of Use. You agree that the limitations of liabilities set out in these Terms of Use are fair and reasonable in the circumstances.

9. Indemnity

You agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions, judgments, awards, demands, losses, liabilities, damages, costs, expenses, and fees suffered by such persons, including without limitation, reasonable legal and accounting fees, alleging or resulting, directly or indirectly, from your breach of these Terms of Use or your use of the Website, and (c) your use of or reliance on, or publication, communication or distribution of any Company Content.

10. Intellectual Property

You understand and agree that the Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by Georgian, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
All brand and company names and logos, designs, images, slogans, and trade-marks displayed on the Website are the trade-marks of Georgian (or its suppliers, partner businesses or third party licensors). Any use of any of the marks appearing on the Website without the express written consent of Georgian or the owner of the mark, as appropriate, is strictly prohibited and shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.
If you print off, copy, or download any part of our Website in breach of these Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any Company Content, and all rights not expressly granted are reserved by Georgian. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

11. Children

The Website is not intended to be used by any person under the age of thirteen (13). To use and access the Website, you must be at least thirteen (13) years of age (or the minimum legal age in your country to use our Website).

12. Jurisdiction and Choice of Forum

The Website is administered by Georgian from the Province of Ontario, Canada via servers located in the United States of America. You acknowledge and agree that your use of the Website and all of the communications, transmissions and transactions associated with the Website shall be deemed to have occurred in the Province of Ontario, Canada notwithstanding your domicile, residence, or physical location. You agree that these Terms of Use shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada and all federal laws of Canada applicable therein. You irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters and disputes arising hereunder. You expressly agree that, in the event that there is a dispute under these Terms of Use and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial and you hereby waive any right to trial by jury.

13. Waiver

No delay or omission by Georgian to exercise any right or power it has under these Terms of Use or to object to the failure of any covenant of you to be performed in a timely and complete manner shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Any waivers by Georgian must be in writing and signed by an authorized representative of Georgian.

14. Entire Agreement

These Terms of Use and any documents incorporated by reference herein, including for greater certainty the Privacy Policy, constitute the entire agreement between you and Georgian as it relates to the access to, and use of, the Website and the subject matter of these Terms of Use and supersede all prior or contemporaneous understanding, agreements, negotiations, representations, warranties and proposals, written or oral between Georgian and you.

15. Interpretation

In these Terms of Use: (a) words denoting the singular include the plural and vice versa; (b) all usage of the word “including” means “including, without limitation,” throughout these Terms of Use; (c) the division of these Terms of Use into separate sections, subsections and the insertion of headings is for convenience only and shall not affect the construction or interpretation of these Terms of Use; (d) words or abbreviations which have well known or trade meanings are used herein in accordance with their recognized meanings; and (e) you and Georgian agree that these Terms of Use shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of these Terms of Use.

16. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms of Use, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of these Terms of Use shall be valid and enforceable to the extent permitted by law.

17. Electronic Documents

This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed agreement. A printed version of these Terms of Use and any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

18. Termination

Georgian may suspend or terminate your access to the Website immediately without prior notice and without further obligation or liability to you if, in Georgian’s sole discretion, it determines you have breached these Terms of Use. Georgian may also suspend your access to the Website or terminate these Terms of Use at any time without written notice to you for any reason whatsoever. If the Terms of Use are terminated for any reason, you are still bound by the Terms of Use as set out herein. To the extent permitted by applicable law, the disclaimers, limitations on liability, termination, interpretative provisions, and your warranties and indemnities shall survive any termination of these Terms of Use.

19. Contact / Notices

If you have any questions about the Terms of Use, or need to provide notice to, or communicate with, Georgian under the Term of Use, please contact Georgian by delivery in person, by courier or by the mail, at 2 St Clair Ave West, Suite 1400, Toronto (Ontario) M4V 1L5, by email at info@georgian.io or privacy@georgian.io or by calling us at (416) 868-9696. Georgian may provide notices or communications to you on the Website and you agree that such notices shall constitute notice to you whether or not you actually access the notice.

20. Assignment

These Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with Georgian’s prior written consent. Georgian may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

21. No Partnership

You agree that no joint venture, partnership, employment or agency relationship exists between you and Georgian as a result of the Terms of Use or any use of the Website or Company Content.

22. Security

Georgian takes reasonable steps to ensure the security of its systems. However, there are inherent risks associated with the use of electronic means of communication. Therefore, Georgian discourages the use of the Website to submit sensitive Personal Information or business information. The possibility exists that information could be unlawfully observed by a third party while the data is being transmitted over the Internet or while stored on cloud-based servers, or subject to access and review by law enforcement or other authorities. Georgian accepts no liability that may arise if any other persons obtain the information you submit to this Website.

23. Forward Looking Statements

The Website may contain forward-looking statements (within the meaning of applicable securities laws) relating to Georgian’s business and the environment in which it operates. Forward-looking statements are identified by words such as “believe”, “anticipate”, “expect”, “intend”, “plan”, “will”, “may” and other similar expressions. These statements are based on Georgian’s expectations, estimates, forecasts and projections. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Georgian cautions that no such statement is a guarantee as to future matters and that actual circumstances, events, results and performance will be affected by a number of factors, many of which are beyond our control, and may be materially different from what Georgian currently anticipates. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances.