Last updated October 10, 2022
Before accessing or using (1) the Panoramic Ventures website (panoramic.vc) (the “Website”), (2) the portions of the Website that are only accessible to investors and the companion mobile application for investors (such portions and mobile application, collectively, the “Investor Portal”), (3) any current and future mobile apps under our control that link to these Terms & Disclosures (together with the Website and the Investor Portal, collectively, the “Content”), or (4) the information and tools in the Content, please carefully read the following important terms, conditions, and disclosures (these “Terms & Disclosures”) in their entirety. These Terms & Disclosures govern your access to and use of the Content and provide important information regarding the Content; the information contained in the Content; the Content’s owner, BIP Capital, LLC, a Delaware limited liability company d/b/a Panoramic Ventures (“BIP Capital”) with an address at 3575 Piedmont Rd NE, Building 15, Suite 730, Atlanta, GA 30305; and certain affiliates of BIP Capital (the “BIP Affiliates”). By accessing or using any part of the Content or any tools available through the Investor Portal, you are agreeing that: (1) you have read, understand, and consent to these Terms & Disclosures; (2) you are of legal age to form a binding contract with us; and (3) you have the authority to enter into these Terms & Disclosures personally or, if you are using the Content on behalf of an entity, on behalf of the entity you have named as the user, and to bind that entity to these Terms & Disclosures. If you do not agree with these Terms & Disclosures, then you must immediately discontinue your access and use of the Content.
If you download the Content through the Apple App Store, Google Play, or other app store or distribution platform (each, an “App Provider”), you acknowledge and agree that: (i) these Terms & Disclosures are between us, and not with the App Provider, and that we are responsible for the Content, not the App Provider; (ii) the App Provider has no obligation to furnish maintenance and support services or handle any warranty claims; (iii) the App Provider is not responsible for addressing any claims you or any third party have relating to the Content; and (iv) the App Provider is a third party beneficiary of these Terms & Disclosures as related to your use of the Content, and the App Provider will have the right to enforce these Terms & Disclosures, as related to your use of the Content, against you.
Please note that these Terms & Disclosures are subject to change by BIP Capital in its sole discretion at any time. When changes are made, BIP Capital will make a new copy of the Terms & Disclosures available on this web page. BIP Capital will also update the “Last Updated” date at the top of these Terms & Disclosures. PLEASE REGULARLY CHECK THIS WEBPAGE TO VIEW THE THEN-CURRENT TERMS & DISCLOSURES.
We may terminate, change, restrict, suspend, or discontinue any aspect of the Content, or your access to the Content, at any time without notice or liability to you.
BIP Capital and BIP Capital Management Services. Panoramic Ventures is the venture capital division of BIP Capital. BIP Capital was founded in January 2018 by Mark A. Buffington. Prior to founding BIP Capital, Mr. Buffington, along with others, managed certain investment vehicles through BIP Capital Management Services, LLC, a Delaware limited liability company (“BIP CMS”), and other affiliated entities that collectively operated under the “BIP Capital” name (the “Prior BIP Entities”). Information contained in any Content that is dated prior to January 2018 relates to the Prior BIP Entities and not to BIP Capital. References to “BIP”, “BIP Capital”, “Panoramic”, or “Panoramic Ventures” in any Content refer to activities conducted by BIP Capital and other BIP Affiliates.
BIP Capital and BIP CMS (collectively, the “Advisers” and each, an “Adviser”) are each registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”). Registration with the SEC or other state securities authorities as an investment adviser does not imply a certain level of skill or training, and the information in the Content has not been approved or verified by the SEC or by any state securities authority. Additional information about each Adviser, including each Adviser’s written disclosure statement (Form ADV Part 2A) discussing such Adviser’s business operations, services, and fees, is available from the applicable Adviser by written request or on the SEC’s website at www.adviserinfo.sec.gov.
Use of Content. By accepting these Terms & Disclosures, you agree and acknowledge that you will not do any of the following:
• Treat any information in the Content as investment advice;
• Provide information to BIP Capital or any BIP Affiliate, through the Content, regarding another party without such party’s authorization;
• Circumvent, disable, or otherwise interfere with any security-related feature of the Content or any feature that prevents or restricts use or copying of any content or information that has been uploaded to the Content;
• Use any meta tags or other hidden text or metadata utilizing any of BIP Capital’s, or any BIP Affiliate’s, names, trademarks, URLs, or product names;
• Interfere with or disrupt (or attempt to interfere with or disrupt) the Content or any of BIP Capital’s or any BIP Affiliate’s systems or networks or breach or impair or circumvent any security authentication measures protecting the Content, BIP Capital, or any BIP Affiliate;
• Modify, translate, decipher, decompile, disassemble, reverse-engineer, or create derivative works from any of the software used by or in connection with the Content, or attempt to perform, or assist anyone with the performance of or attempt to perform, any of the foregoing actions;
• Violate any applicable law, regulation, or ordinance;
• Scrape or copy information from the Content through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work);
• Use, launch, or permit to be used any automated system, including without limitation “robots,” “crawlers,” or “spiders”, in connection with the Content;
• Violate any applicable third party terms or agreement when using the Content;
• Monitor the availability, performance, or functionality of the Content for any competitive purposes; or
• Use the Content or any content thereon in any manner not permitted by these Terms & Disclosures.
• Access to Investor Portal. The Investor Portal is only accessible to investors in one or more pooled investment vehicles managed by BIP Capital or a BIP Affiliate (each, a “Fund” and collectively, the “Funds”). If you are an investor in a Fund, in order to access the Investor Portal, you will be required to create a user account (“User Account”). When you create your User Account, you will be required to choose a password, which will be required to use and access your User Account. You are responsible for safeguarding your password and other User Account information. You agree not to disclose your password to any third party, and you will notify BIP Capital immediately if your password is lost or stolen or if you suspect any unauthorized use of your User Account. You further agree that you will be solely responsible for any activities or actions under your User Account, whether or not you have authorized such activities or actions. You agree that the information you provide to us on account registration through the User Account will be true, accurate, current, and complete.
• License. BIP Capital hereby grants you a non-exclusive, non-transferable, revocable, limited right to access and use the Investor Portal, and any current and future mobile apps under our control that link to these Terms & Disclosures, in accordance with, and for so long as you are in compliance with, these Terms & Disclosures and any other agreements or other terms and conditions applicable to you.
• Confidentiality. The information contained in the Investor Portal is confidential and proprietary information of BIP Capital or other BIP Affiliates, and any reproduction or other disclosure of such information, in whole or in part, without the prior written consent of BIP Capital is prohibited. Notwithstanding the foregoing, you may, without the permission of BIP Capital, disclose the information contained in the Investor Portal to a legal, business, investment, or tax advisor in connection with obtaining the advice of any such person with respect to your investment(s) in any Fund. The Investor Portal is for convenience only and does not limit your ability to request information from BIP Capital by calling 404-479-5782
Title. You agree that BIP Capital or BIP Affiliates own and hold title to the Content and all information therein and all subsequent copies thereof regardless of the form or medium. Furthermore, title, ownership rights, and intellectual property rights in the Content and the information therein will remain with BIP Capital and/or applicable BIP Affiliates. If you become aware of any misuse or abuse of the Content or any content provided in connection with the Content by any person, you agree to promptly report such misuse or abuse to BIP Capital.
Feedback. BIP Capital will own any suggestions for improvements or changes, ideas, feedback, error identifications, or other information related to the Content (“Feedback”). Without limiting the foregoing, BIP Capital and BIP Affiliates may use Feedback without restriction and without obligation to you. Providing Feedback is voluntary and BIP Capital is under no obligation to post or use any Feedback.
International Use. The Content is controlled, operated, and administered by us from offices within the United States of America. We make no representation regarding use of the Content outside of the United States. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Third-Party Websites. The Content includes links to websites operated by third parties, including, without limitation, portfolio companies. You acknowledge and agree that these links are provided for convenience purposes only, it is impossible for BIP Capital and the BIP Affiliates to monitor such websites and the information thereon, and you are accessing such websites and information at your own risk. Neither BIP Capital nor any BIP Affiliate makes any representation or warranty regarding any of the information or other content on such websites or any products or services that may be described or offered thereon.
Performance Information. Any performance results presented in the Content is based on BIP Capital’ s or a BIP Affiliate’s estimation of the net asset value of the applicable Fund and are presented net of management fees, brokerage fees, administrative expenses, other Fund operating expenses and organizational expenses, and accrued performance allocations, if any. BIP Capital’s and the BIP Affiliates’ estimations of net asset value are generally speculative and based on significant assumptions. Negative market or business conditions could compound this difficulty. Moreover, as discussed in more detail in the confidential offering documents for each Fund, the Advisers face substantial conflicts of interest with respect to the Funds and their portfolio companies, and these conflicts of interest may impact the Advisers’ valuations of portfolio companies, the Funds, and your investments in the Funds. In addition, only the performance results presented in the Investor Portal represent investor-level returns; all other performance information in the Content represents Fund-level returns, which may be materially different from the performance of a particular investor’s investment in a Fund depending on numerous factors. Further, past performance is not indicative of future results and no representation is being made that any investment in a Fund will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. You should not assume that any investment in any Fund is or will be profitable or that any investments made in the future will equal the performance of your investments identified in the Content.
Portfolio Company Information. Any transactions or activities described in any Content as having been engaged in by BIP Capital or BIP Affiliates are included as representative transactions for illustrative purposes only, and are not presented as representative of all transactions engaged in by BIP Capital, BIP Affiliates or any principals thereof. As noted above, past performance is not indicative of future results, and no representation is being made that any investment managed by BIP Capital or any BIP Affiliate will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. One should not assume that all investments in any portfolio companies identified in any Content are or will be profitable or that any portfolio company investments made in the future will equal the performance of the companies identified herein. Any quotations provided by personnel of portfolio companies may not be representative of the experience of personnel of other portfolio companies, and are not a guarantee of future performance or success. Further, certain information regarding portfolio companies that is presented in the Content has been prepared by unaffiliated third parties, and neither BIP Capital nor any BIP Affiliate makes any representation or warranty as to the accuracy, timeliness, suitability, completeness, or relevance of such information, or has any obligation to verify the accuracy of such information.
No Offer, Solicitation or Advice. The Content is intended solely to provide information regarding BIP Capital’s and the BIP Affiliates’ potential financing capabilities for prospective portfolio companies and, with respect to the Investor Portal, your current investments in the Funds. Neither BIP Capital nor any BIP Affiliate solicits or makes its services generally available to the public. Material presented in any Content (including, without limitation, any information regarding BIP Capital’s or any BIP Affiliate’s current and historical portfolio companies and other investments) is presented for informational purposes only and is not intended to constitute, and should not be construed as: (i) an offer, or solicitation of an offer, to purchase or sell any security, other asset, or service; (ii) investment advice or an offer to provide such advice; or (iii) a basis for making any investment decision. No Content makes any effort to present a comprehensive or balanced description of BIP Capital or any BIP Affiliate, or the investment activities of BIP Capital or any BIP Affiliate. In any event, past performance is not a guarantee of future results, and it should not be assumed that results of any Fund or any portfolio investment will be achieved for other investments. Any analysis or discussion of investments, sectors, or markets generally is based on current information, including from public sources, that BIP Capital or BIP Affiliates consider reliable, but neither BIP Capital nor any BIP Affiliate represents that any such information provided is accurate or complete, and it should not be relied on as such. Any views and opinions expressed in any Content are current at the time of publication and are subject to change.
Forward-Looking Statements. Certain information in the Content contains forward-looking statements. Such forward-looking statements are subject to various risks and uncertainties and speak only as of the date on which they are made. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from this indicated in these statements. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “anticipate,” “optimistic,” “intend,” “plan,” “estimate,” “aim,” “will” or the negative version of these words or similar expressions. Neither BIP Capital nor any BIP Affiliate undertakes any obligation to update or revise any information in any Content, whether as a result of new information, future developments, or otherwise.
No Representation or Warranty. You acknowledge and agree that your use of the Content is at your own risk. THE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OR GUARANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE CONTENT. WE MAKE NO WARRANTY THAT THE CONTENT WILL MEET YOUR REQUIREMENTS. IF YOU ARE DISSATISFIED WITH THE CONTENT, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE CONTENT. WITHOUT LIMITING THE FOREGOING, BIP CAPITAL HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, PERFORMANCE, TIMELINESS, QUALITY, TRUTH, AVAILABILITY, RELIABILITY, UPTIME, AND SUITABILITY OF THE CONTENT. YOU ACKNOWLEDGE AND AGREE THAT WE CANNOT AND DO NOT GUARANTEE AGAINST VIRUSES, WORMS, OR OTHER UNAUTHORIZED USERS OR HACKERS ATTEMPTING TO OBTAIN ACCESS TO THE CONTENT.
Limitation of Liability. IN NO EVENT SHALL BIP CAPITAL AND BIP AFFILIATES, AND THEIR LICENSORS, BUSINESS PARTNERS, AND SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY MONETARY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE CONTENT AND/OR THESE TERMS & DISCLOSURES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF BIP CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET FORTH IN THESE TERMS ARE THE BASIS FOR THE BARGAIN OF OUR PROVISION OF, AND YOUR USE OF, THE CONTENT. NOTWITHSTANDING THE FOREGOING, BIP CAPITAL AND BIP AFFILIATES SHALL HAVE NO LIABILITY TO YOU ARISING FROM OR RELATED TO THE UNAUTHORIZED OR ACCIDENTAL DESTRUCTION, LOSS, ALTERATION OF, OR ACCESS TO YOUR INFORMATION OR THE INVESTOR PORTAL.
BIP CAPITAL WILL NOT BE LIABLE TO YOU FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH BIP CAPITAL DOES NOT HAVE DIRECT CONTROL. THIS INCLUDES FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES (INCLUDING TELEPHONE, CABLE AND INTERNET), UNAUTHORIZED ACCESS, VIRUSES, THEFT, OPERATOR ERRORS, SEVERE OR EXTRAORDINARY WEATHER (INCLUDING FLOOD, EARTHQUAKE, OR OTHER ACT OF GOD), FIRE, WAR, INSURRECTION, TERRORIST ACT, RIOT, LABOR DISPUTE AND OTHER LABOR PROBLEMS, ACCIDENT, EMERGENCY OR ACTION OF GOVERNMENT.
Indemnification. You agree to indemnify, defend, and hold BIP Capital and BIP Affiliates, and their officers, directors, employees, licensors, licensees, suppliers, agents, and contractors, harmless from and against any loss, damage, liability, claim, demand, cost, and expense (including attorneys’ fees), brought by any third party in connection with, arising out of, or related to your use of the Investor Portal and/or your violation of these Terms & Disclosures. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms & Disclosures.
Governing Law/Jurisdiction/Claim Limitation. These Terms & Disclosures are governed by the laws of the State of Georgia. Any action or suit related to these & Disclosures must be brought in the state or federal courts sitting in Atlanta, Georgia, provided however, that we may seek equitable relief in any jurisdiction. Any cause of action brought against us must be commenced within one (1) year after the claim or cause of action arose. You and BIP Capital each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
General Provisions. If, for any reason, a court of competent jurisdiction finally determines any provision of these Terms & Disclosures to be unenforceable, such provision shall be enforced to the maximum extent permissible so as to give the intended effect thereof, and the remainder of these Terms & Disclosures shall continue in full force and effect. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by BIP Capital will be effective unless in writing.