CIVILIZATION VENTURES LP PORTAL — TERMS OF USE & AGREEMENT
By electing to view the Civilization Ventures LP Portal (the “LP Portal”), you and your affiliates (the “Receiving Party”) agree to be bound by the terms of this Terms of Use Agreement (the “Agreement“) which governs the non-disclosure of, as well as non-reliance on, the information shared in the LP Portal (the “Confidential Information”) by Civilization Ventures (“CV”) and to treat such information as proprietary and highly confidential.
CIVILIZATION VENTURES OWNERSHIP RIGHTS
Civilization Ventures owns the information, content, design and material on its website and the LP Portal, including any videos, photos, blog posts, trademarks, trade names, logos and the overall appearance of the website and LP Portal. Civilization Ventures is a registered trademark in the United States and other countries and may not be used by others without permission.
DEFINITION OF CONFIDENTIAL INFORMATION
Confidential Information as defined in this Agreement includes all data, materials, products, technology, computer programs or code, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to the Receiving Party by CV. Confidential Information does not include information that: (i) is or becomes publicly known through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure here; (ii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information.
OBLIGATIONS OF RECEIVING PARTY
The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect and not share such Confidential Information. The Receiving Party agrees not to use the Confidential Information except in connection with their duties as a Limited Partner of CV. The Receiving Party agrees not to disclose any Confidential Information to any third party, except as may be necessary and required in connection with their rights and obligations under this Agreement and subject to the CV’s prior written consent.
Any dissemination, distribution, copying or other use of the information found in the LP Portal is strictly prohibited, and each person accepting this Agreement is deemed to agree to the foregoing, to keep confidential all information contained in the LP Portal, and to return it (together with any copies) to Civilization Ventures promptly upon request.
PURPOSE OF DISCLOSURE; NON-SOLICITATION
The LP Portal is for discussion purposes only, and does not constitute an offer to sell or a solicitation of an offer to purchase interests in any private investment fund (each, a “Fund”) formed or that may be formed by Civilization Ventures. Any such offer or solicitation shall only be made pursuant to such Fund’s limited partnership agreement and such Fund’s subscription documents and other offering documents (collectively, the “Partnership Agreements”), which will describe certain risks related to an investment in such Fund as well as other important information about such Fund, in each case as and when available. The information, including any summaries, set forth in the LP Portal does not purport to be complete and is subject to change. The LP Portal is further subject to and qualified in its entirety by the Partnership Agreements of the applicable Funds. The Receiving Party acknowledges and agrees that access to the information in the LP Portal is solely being provided to it upon request.
NO REPRESENTATIONS OR WARRANTIES
All information on the companies discussed in the LP Portal has been gathered from the companies and CV makes no representations or warranties as to the accuracy of such information. The Receiving Party acknowledges that it should rely on its own independent due diligence and assessment in making an investment decision. The LP Portal is meant solely for the internal use of Civilization Ventures and its existing LPs and is not to be shared with others.
In considering any investment performance data contained in the LP Portal, prospective investors should bear in mind that past performance is not indicative of future results, and that the actual realized returns of unrealized investments may differ materially from the unrealized returns reported in the LP Portal. Prospective investors also should be aware that projected performance is neither a guarantee nor a prediction and is not indicative of future results. No representation is being made that any Fund will achieve results comparable to the past, unrealized, or projected performance presented in the LP Portal, or that any Fund will be able to implement its investment strategy or achieve its objectives. Investors in a Fund must have the financial ability and willingness to accept these uncertainties and risks, including the risk of loss of investment.
Any projected or estimated future returns or operating results are based on CV’s belief about what results may be achievable on investments that CV has made, or that CV intends to pursue, in light of CV’s experience with similar transactions. Further, the projected or estimated returns or operating results indicated in the LP Portal are based on assumptions that economic, market and other conditions will not deteriorate and, in some cases, improve. Such projected returns or operating results are also based on CV’s current beliefs for the future operations of the relevant portfolio companies, CV’s current views in relation to possible future events and financial performance, and various other models, estimates and assumptions made by CV, including events that have not occurred, any of which may prove incorrect. Prospective investors should be aware that these statements are estimates or expectations, reflecting only the judgment of CV.
Actual events are difficult to project and often depend upon factors that are beyond the control of CV and its affiliates. No representation or warranty is made as to future performance or such forward-looking statements. Certain information contained in the LP Portal constitutes “forward-looking statements,” which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue,” “target” or “believe” (or the negatives thereof) or other variations thereon or comparable terminology, diagrams or graphs. Forward-looking statements are subject to a number of risks and uncertainties, some of which are beyond the control of CV, including among other things, the risks that will be described in the Partnership Agreements. The Fund’s actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which CV is not currently aware also could cause actual results to differ. In light of these risks, uncertainties and assumptions, prospective investors should not place undue reliance on any forward-looking statements. The forward-looking events discussed in the LP Portal may not occur. CV undertakes no obligation to update or revise any projections or forward-looking statements, whether as a result of new information, future events or otherwise, including to reflect events or circumstances occurring after the latest update of the LP Portal or to reflect the occurrence of unanticipated events.
Statements and data in the LP Portal are generally updated quarterly (but sometimes may not be updated for 6-12 months, or at all), and the value of investment described and returns on particular CV companies or funds may have changed significantly since the information on the LP Portal was last updated. As such, the LP Portal should not be relied upon to represent the latest or most correct information on each company or Fund.
Any statements on the LP Portal are based on current expectations, estimates, projections, opinions and beliefs of CV as of the date hereof. Neither CV nor any of its affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the LP Portal and nothing contained in the LP Portal should be relied upon as a promise or representation as to past or future performance of the Fund or any other entity. Securities in a Fund are not expected to be registered under the U.S. Securities Act of 1933, as amended, and no Fund is expected to be registered under the U.S. Investment Company Act of 1940, as amended. No person has been authorized to make any statement concerning any Fund other than as will be set forth in the Partnership Agreements and the definitive subscription documents and any representation or information not contained therein may not be relied upon.
CV is not and cannot be held liable for any omissions, misstatements, errors or other mistakes included in the LP Portal, and prospective investors are deemed to acknowledge this by virtue of their receipt of this Agreement. Exact language on similar points may vary, which may lead to different outcomes, effects, interpretations or applications. Accordingly, no person should rely on any information contained in the LP Portal as legal, investment, tax accounting, regulatory or other advice and should rely on their own examination of the terms and risks and their own legal, tax and other advisors. In the event that the description of terms in the LP Portal is inconsistent with or contrary to the description in, or terms of, the Partnership Agreements or related documents of the applicable Funds, the terms of such Partnership Agreements or related documents will control. Each prospective investor acknowledges that the LP Portal and all other information related to CV and the Funds are being presented upon his or her request only and are subject to the explicit terms of this Agreement.
TERM
The confidentiality and other obligations of this Agreement shall be in effect from the date of the Receiving Party’s review of the LP Portal and related acceptance of this Agreement and, in the case of Confidential Information, until the Confidential Information no longer qualifies as confidential or CV sends the Receiving Party written notice releasing it from this Agreement, whichever occurs first.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions thereof. Exclusive jurisdiction and venue for any action arising under this Agreement is in the federal and state courts located in or nearest to San Francisco, California, and the Receiving Party consents to such jurisdiction and venue for this purpose under this Agreement.