Market Intelligence Terms of Use Agreement

Market Intelligence Terms of Use Agreement

Last Updated: July 2022

1) General

  1. This Market Intelligence Terms of Use Agreement (“Agreement”) governs your use of the Services (defined below) which are provided, upon request, by MaRS Discovery District (“MaRS”) to ventures enrolled in its venture services program (“Ventures”) and clients of innovation centres enrolled in the MaRS innovation centre network (“Innovation Centre Clients”). When we use the term “you” or “your” in this Agreement, we are referring to the Venture, Innovation Centre Client, or innovation centre (and representative(s) thereof) that gains access to Content by use of the Services.
  2. MaRS reserves the right, in its sole discretion, to change or modify all or any part of this Agreement at any time; the date of last update will always be featured at the top of this page. Your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by MaRS as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately cease use of the Service.
  3. Ventures, by nature of their enrollment in the MaRS Venture Services program will have agreed to the MaRS Venture Services Terms & Conditions; to the extent there are inconsistent terms between such MaRS Venture Services Terms & Conditions and this Agreement, this Agreement will govern solely as it relates to delivery of the Services described herein. Otherwise, the MaRS Venture Services Terms & Conditions will remain effective and unchanged.

2) Services

  1. Under the Market Intelligence program, MaRS subscribes to services from certain third party market intelligence providers (the “Providers”) and obtains the right to share studies, briefs, presentations, conference proceedings, inquiry responses, and the like (or excerpts thereof) (collectively “Content”) with Ventures, Innovation Centre Clients and innovation centres in its network, subject to the terms of this Agreement (the “Services”). Such Content is shared with Ventures and Innovation Centre Clients (and as a result, their associated innovation centre) upon request which must be sent via a MaRS-designated intake form (a “Request”). MaRS may add, change, or remove Providers from the Services at any point in time; a current listing of all available Providers will be sent to you by MaRS upon request directed to marketintelligence@marsdd.com.
  2. Ventures or Innovation Centre Clients that (i) collect annual revenues not exceeding $1 million (CAD) and (ii) have obtained no more than $5 million (CAD) in external funding may, in most cases, gain access to Provider Content excerpts, paraphrasing, and/or full reports by submitting a Request. Some Providers may have other financial eligibility criteria which will be communicated and confirmed by MaRS (if needed) before sharing any such Provider Content with you.
  3. Ventures or Innovation Centre Clients that collect annual revenues exceeding $1 million (CAD) but less than $10 million (CAD) (or the Provider-specific revenue maximums listed below) may in most cases, gain access to a compilation of Provider Content excerpts (from multiple sources) by submitting a Request. Some Providers may have other financial eligibility criteria which will be communicated and confirmed by MaRS (if needed) before sharing any such Provider Content with you; for example: GlobalData’s annual revenue maximum is $15 million, and Lux Research’s annual revenue maximum is $25 million).
  4. Innovation Centres in the MaRS innovation centre network may be provided access to the Content shared by MaRS to the Innovation Centre Clients; such access is provided on the condition that the innovation centre does not disclose, use, or otherwise make available the Content for any purpose other than supporting the certain Innovation Centre Client’s application of that Content for the Internal Business Operations (defined below) of the Innovation Centre Client.
  5. For a number of reasons, including terms passed-down from the Providers, MaRS may (in its sole discretion) limit the Content (e.g. number of reports/excerpts) accessible to each Venture or Innovation Centre Client on a monthly, annual, or other basis. In other words, notwithstanding any other term herein, MaRS may at any point elect not to provide a Venture or an Innovation Centre Client access to certain Provider Content that is sought in a Request, whether because the certain Provider does not permit for such access under its agreement with MaRS or because of any other reason determined by MaRS in its sole reasonable discretion.

3) Use of Content

  1. You acknowledge that the Content provided to you as part of the Services is protected by copyright, trade-mark, or other proprietary rights of the Providers, MaRS, or other third parties; such protected Content includes but is not limited to data, product names, logos, designs, titles, and words or phrases. You acknowledge that the author, owner or provider of the Content will own all right, title, and interest in and to the Content, including without limitation all copyrights, trade-marks and other intellectual property rights. You agree to comply with any additional copyright, trade-mark or other notices and restrictions contained in or on any of the Content.
  2. You agree that you may use the Content only for your Internal Business Operations. “Internal Business Operations” means using and making available the Content solely for your internal operations in your normal course; without limiting the foregoing it also means that you cannot use the Content as follows:
    1. in any manner that involves transfer, sale, rent, distribution, display or other disclosure of any portion of the Content to any third party (unless expressly permitted herein);
    2. in any manner that infringes or violates the intellectual property or proprietary rights of MaRS, Provider or any third party, including, without limitation, the rights of privacy and publicity;
    3. into a customer relationship management application or any other third-party database;
    4. in any manner that is unlawful or harms MaRS or the Provider;
    5. in a manner that compiles more than an insubstantial portion of any respective Provider database;
    6. in a manner that competes with any Provider;
    7. for purpose of completing academic schoolwork; or
    8. over the course of providing consulting (or similar services) to third parties.
  3. You may not modify, publish, communicate, translate, adapt, display, sell or otherwise transfer, reproduce, disclose, create derivative works from, distribute, perform or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Agreement and in the specific terms under which you receive access to Content (including without limitation the Provider Terms (defined below)). Content consisting of downloadable software may not be reverse engineered unless specifically authorized by the owner of the software’s patent and copyright.
  4. You may not use the brand, tradename, logo, trademark or other indicator of source of any Provider or MaRS without prior written consent from Provider or MaRS (as applicable).

4) No Financial or Legal Opinions

  1. While MaRS seeks to provide access to world-class Provider Content, MaRS and the Providers do not warrant or represent that any Content will be accurate or reliable. You acknowledge that any Content provided as part of the Service is for informational purposes only; Content contains general information and is not intended to constitute financial or legal opinions of any kind. You acknowledge and agree that you should not rely on any Content provided as part of the Service and that any reliance upon such Content shall be at your sole risk. At all times, you should consult your own business, legal, and financial advisors before making any decision related to the Content.

5) Links To And From Other Web Sites

  1. If any part of the Service (including without limitation the Content) provides hypertext links to other web sites, such links are provided as a convenience only. MaRS does not endorse any services or products that may be mentioned or promoted on those web sites or license the use of any content on those web sites (unless expressly indicated by MaRS otherwise).
  2. Access to parts of the Service may be provided by a hypertext link located at another web site. Although MaRS may encourage links from third party web sites, MaRS has no responsibility for the content of such web sites and does not endorse, authorize, approve, certify, maintain, or control these other web sites and does not guarantee the accuracy, completeness, efficacy or timeliness of the information located at such web sites.

6) Privacy

  1. MaRS respects your privacy and will comply with all applicable laws in our dealings with your personal information.
  2. You expressly consent to MaRS including personal information collected from you in its files and to the disclosure of your personal information to MaRS Parties (defined below) in order to provide you with the Service. The use of your personal information by the MaRS Parties shall be limited to that which is reasonably necessary to provide you with the Service or to provide you with Service related information. At all times, your personal information will be treated in accordance with the terms of the MaRS Privacy Policy. If you have any questions about the use of your personal information by the MaRS Parties, or wish to access or correct your personal information, please contact marketintelligence@marsdd.com.

7) Termination of Service

  1. MaRS reserves the right, in its sole discretion, to change, restrict, suspend or terminate your access to all or any part of the Service at any time for any reason or no reason without prior notice to you or any liability to you. Upon expiration or termination of this Agreement, you shall cease using the Content and shall remove (meaning permanently destroy or return) all Content in your possession.

8) DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

  1. NONE OF MaRS OR ANY PROVIDER, OR THEIR RESPECTIVE AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT:
    1. THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE;
    2. THE MaRS PARTIES (DEFINED BELOW) HAVE TITLE TO ALL OR ANY PART OF THE SERVICE OR CONTENT;
    3. THERE WILL BE ANY CERTAIN RESULTS TO BE OBTAINED FROM USE OF THE SERVICE;
    4. THE CONTENT WILL BE ACCURATE OR RELIABLE;
    5. THE SERVICE OR ANY CONTENT WILL BE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE;
    6. ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE SERVICE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
  2. THE SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY, APPLICATION, AND PERFORMANCE OF THE SERVICE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU.

9) Representations and Warranties

  1. You represent and warrant that: (i) you have the necessary authority to enter into this Agreement on behalf of the Venture, Innovation Centre Client, or innovation centre (collectively “Subscriber”) that you represent; (ii) the Subscriber you represent will perform its obligations under this Agreement; (iii) the Subscriber you represent meets all eligibility criteria described herein and will continue to meet such eligibility criteria for as long as you benefit from the Services; (iv) the Subscriber’s engagement in this Agreement will not breach any agreement it holds with a third party, and (v) the Subscriber has or will put in place procedures to promote compliance with the restrictions described in this Agreement; that the Subscriber will monitor compliance from time to time on your own and as requested by MaRS or Provider; and that in the event of a breach or alleged breach of these restrictions, the Subscriber will notify MaRS, promptly take reasonable corrective measures (in consultation with MaRS) and provide MaRS with access and cooperation to enable MaRS to audit compliance.

10) Indemnity and Limitation of Liability

  1. Subscriber agrees to indemnify, defend and hold MaRS and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively, the “MaRS Parties“) harmless from and against any and all claims, liability, losses, costs, fees, and expenses (including costs and legal fees) incurred by any of the MaRS Parties in connection with (i) any use or alleged use of the Services provided to Subscriber, or Content provided to Subscriber (whether or not such use is authorized by Subscriber), (ii) Subscriber breach of this Agreement, or (iii) any act or omission Subscriber makes in relation to this Agreement. MaRS reserves the right, at Subscriber’s expense, to assume the exclusive defence and control of any claim or other matter otherwise subject to indemnification by Subscriber, and in such case, Subscriber agrees to cooperate with MaRS’ defence of such claim. Without limiting the foregoing and for certainty, in the event you cause for any penalty or fee to be payable to Provider per the Provider Terms, the foregoing indemnity will cause all such penalties and fees to be payable to Provider by you; MaRS shall have no liability associated therewith.
  2. NONE OF MaRS NOR ANY AUTHOR, OWNER OR PROVIDER OF CONTENT SHALL BE LIABLE FOR ANY ACT, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR ANY PART OF IT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Under no circumstances will MaRS be liable to Subscriber any amounts in excess of $100 in relation to any liability arising out of Subscriber’s participation in this Agreement.

11) Provider-Specific Terms for Use

  1. In addition to the other terms and provisions contained in this Agreement, you acknowledge and agree that certain Providers require you to agree to their own specific terms and conditions contained in the following Schedules to this Agreement (“Provider Terms”). For your ease of reference, here is a list of all such Provider Terms:
    1. Schedule A: IDC
    2. Schedule B: Lux

12) Confidentiality

  1. You may, in the course of receiving Services under this Agreement, be exposed to or acquire nonpublic information which is proprietary to or confidential to MaRS, Providers, or other third parties to whom they owe a duty of confidentiality (“Confidential Information”). You agree to hold Confidential Information in strict confidence and not to disclose the same to third parties or to use such Confidential Information for any purpose whatsoever other than the provision of Services as contemplated by this Agreement and to advise each of your employees who may be exposed to Confidential Information of their obligations to keep such information confidential. This provision shall survive termination of the Agreement.

13) Miscellaneous

  1. This Agreement shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. The parties irrevocably agree to bring any action to enforce this Agreement solely and exclusively in the courts of Ontario.
  2. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous written or oral agreements between the parties with respect to such subject matter.
  3. All provisions hereof shall survive any termination of this Agreement as well as any other revisions which by their terms or sense are intended to survive any such termination.
  4. Neither party may assign its rights or obligations under this Agreement without the other party’s written consent. Neither party may unreasonably withhold consent.
  5. The parties are independent contractors. Neither party is the agent, partner or employee of the other party.
  6. The invalidity or unenforceability of any term or provision of this Agreement will not affect any other term or provision of this agreement; the remaining terms and provisions will continue in full force and effect.
  7. No party will be liable for any non-performance or delay in performance by that party that is due wholly or in part to fire, flood, any act of God, riot, act of war (whether or not declared), terrorism, change in law or any other cause beyond the reasonable control of the party.
  8. This agreement will enure to the benefit of and be binding upon the parties and their lawful successors and permitted assigns.
  9. Independent Legal Advice. Each party has obtained independent legal advice regarding this agreement and its effect or has voluntarily chosen not to do so.
  10. By executing this Agreement, I acknowledge that:
    1. I have read and understood the following terms;
    2. The organization I represent is eligible to receive Content under this Agreement;
    3. I agree to the Agreement on behalf of the organization I represent; and
    4. I am authorized to so agree on behalf of the organization I represent.

1. SCHEDULE A

TERMS FOR USE OF IDC CANADA LTD. (“IDC”) REPORTS

  1. You acknowledge and agree that IDC will be deemed to be the author of all Content you receive via IDC (“IDC Reports”) and, accordingly, IDC will own all right, title, and interest in and to the IDC Reports, including without limitation all copyrights and trade-secrets rights. You shall include on all copies of the IDC Reports you use or distribute (as permitted by this Agreement) all IDC proprietary rights notices included or requested by IDC and, at IDC’s request, shall sign any assignments or other documents necessary or appropriate to confirm IDC’s copyright and ownership interests set forth herein.
  2. Under the terms of this Agreement, you are granted a license to use the IDC Reports to support internal marketing, strategic planning, and business development functions. This includes the right to quote or paraphrase individual sentences or occasional paragraphs, but not entire pages or chapters. For these purposes “internal” use is distinguished from external use and means uses intended only to serve your information needs (as distinguished from your suppliers, affiliates, and customers) and only to be seen by your officers and employees obligated to treat such information as confidential.
  3. You may not distribute, display, promote or otherwise use the IDC Reports or other IDC information or material for any external use, without the prior express written permission from the appropriate IDC representative, which permission shall not be unreasonably withheld. In such cases, you will provide a copy of the precise proposed wording or document to enable IDC to gauge the full context of the usage, and ensure its accuracy, currency, use in context and proper attribution. External use includes, but is not limited to, the publication, promotion, display or dissemination of advertisements, press releases, white papers, direct mail campaigns, Web site postings and any other materials where they may be viewed by persons who are not your officers or employees obligated to treat such material as confidential. You agree to communicate this policy to all relevant persons.
  4. Unless expressly stated otherwise, (i) the medium or format in which the IDC Reports are received, or which is specified as the medium for distribution (e.g., Internet, CD-ROM, Lotus Notes, PDF), is the only means by which you may reproduce and distribute those materials, subject also to any other requirements and restrictions as provided herein, (ii) external usage and distribution privileges are granted in the English language only, and (iii) when Web-posting is permitted, the posted IDC material may be displayed only on your public web site and may be linked into from other relevant sites, but may not be linked externally to, posted on or displayed from other sites. Without the prior express written permission from IDC, you may not alter the text, format, or graphic design of any IDC Report in any way or insert additional material in such a way that it appears to be part of the content provided by IDC.
  5. You represent that you have or will put in place procedures to promote compliance with the above restrictions; that you will monitor compliance from time to time on your own and as requested by IDC; and that in the event of a breach or alleged breach of these restrictions you will notify IDC, promptly take reasonable corrective measures (in consultation with IDC) and provide IDC with access and cooperation to enable IDC to audit compliance.
  6. Absent the prior express written consent of IDC, you shall not use the name, trademarks, or logo of IDC in promotional materials, publicity releases, advertising, or other external publications or communications, whether oral or written.
  7. In the event of a breach of any of the foregoing obligations, you will be required to pay to IDC the amount of $4,500 for each and every such violation.
  8. You acknowledge that the only companies eligible to receive IDC Reports through the Service are those having less than $3,000,000 in revenues (for greater certainty revenues do not include venture capital or other types of funding that may be received by the company). If requesting and receiving IDC Reports, you represent and warrant that you are a company with less than $3,000,000 in revenues.
  9. You acknowledge that the only companies eligible to receive IDC limited data points and excerpts through the Service are those having less than $10,000,000 in revenues (for greater certainty revenues do not include venture capital or other types of funding that may be received by the company). If requesting and receiving IDC limited data points and excerpts , you represent and warrant that you are a company with less than $10,000,000 in revenues.

2. SCHEDULE B

TERMS FOR USE OF LUX RESEARCH REPORTS

  1. Client acknowledges and agrees that LUX will be deemed to be the author of all LUX Reports and, accordingly, LUX will own all right, title, and interest in and to the LUX Reports, including without limitation all copyrights and trade-secrets rights. Client shall include on all copies of the LUX Reports client may use or distribute (as permitted by this Agreement) all LUX proprietary rights notices included or requested by LUX and, at LUX’s request, shall sign any assignments or other documents necessary or appropriate to confirm LUX’s copyright and ownership interests set forth herein.
  2. Under the terms of this Agreement, Client is granted a license to use the LUX Reports to support internal marketing, strategic planning, and business development functions. This includes the right to quote or paraphrase individual sentences or occasional paragraphs, but not entire pages or chapters. For these purposes “internal” use is distinguished from external use and means uses intended only to serve Client information needs (as distinguished from Client suppliers, affiliates, and customers) and only to be seen by Client officers and employees obligated to treat such information as confidential.
  3. lient may not distribute, display, promote or otherwise use the LUX Reports or other LUX information or material for any external use, without the prior express written permission from the appropriate LUX representative, which permission shall not be unreasonably withheld. In such cases, Client will provide a copy of the precise proposed wording or document to enable LUX to gauge the full context of the usage, and ensure its accuracy, currency, use in context and proper attribution. External use includes, but is not limited to, the publication, promotion, display or dissemination of advertisements, press releases, white papers, direct mail campaigns, Web site postings and any other materials where they may be viewed by persons who are not Client officers or employees obligated to treat such material as confidential. Client agrees to communicate this policy to all relevant persons.
  4. Unless expressly stated otherwise, (i) the medium or format in which the LUX Reports are received, or which is specified as the medium for distribution (e.g., Internet, CD-ROM, Lotus Notes, PDF), is the only means by which Client may reproduce and distribute those materials, subject also to any other requirements and restrictions as provided herein, (ii) external usage and distribution privileges are granted in the English language only, and (iii) when Web-posting is permitted, the posted LUX material may be displayed only on Client public web site and may be linked into from other relevant sites, but may not be linked externally to, posted on or displayed from other sites. Without the prior express written permission from LUX, Client may not alter the text, format, or graphic design of any LUX Report in any way, or insert additional material in such a way that it appears to be part of the content provided by LUX.
  5. Client represents that Client has or will put in place procedures to promote compliance with the above restrictions; that Client will monitor compliance from time to time on Client’s own and as requested by LUX; and that in the event of a breach or alleged breach of these restrictions Client will notify LUX, promptly take reasonable corrective measures (in consultation with LUX) and provide LUX with access and cooperation to enable LUX to audit compliance.
  6. Absent the prior express written consent of LUX, Client shall not use the name, trademarks, or logo of LUX in promotional materials, publicity releases, advertising, or other external publications or communications, whether oral or written.
  7. In the event of a breach of any of the foregoing obligations, Client will be required to pay to LUX the amount of $4,500 for each and every such violation.
  8. References “Client” herein mean “Subscriber” as defined in the above Agreement.