MaRS Venture Services Terms & Conditions

PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THE MARS VENTURE SERVICES AGREEMENT (THE “AGREEMENT”) CAREFULLY. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY (I) EXPRESSLY AGREEING IN YOUR APPLICATION TO BECOME A MARS-SUPPORTED VENTURE AND/OR (II) AGREEING TO RECEIVE THE BELOW-DESCRIBED SERVICES FROM MARS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT COMPLETE THE REQUIRED CONSENT NOR AGREE TO RECEIVE THE SERVICES.

This is a legal agreement between MaRS Discovery District (“we” or “us” or “MaRS”) of 101 College St., Toronto, Ontario, M5G 1L7, and you (the “Venture”) regarding the Venture’s receipt of services that may be provided by MaRS from time to time through its employees and/or external advisors (the “Services”). Each of MaRS and the Venture is a “Party” and both are referred to as the “Parties”. The Services may include, but are not limited to, advisory, informational, educational, consulting, or mentoring services such as providing information about business planning, sales, marketing, talent access, financing and funding strategies, or access to technology or data products. The Services are subject to the terms and conditions set out herein. This Agreement will govern your relationship with MaRS and its provision of the Services, unless (and only to the extent) you and MaRS have otherwise expressly agreed in writing.

THE PARTIES AGREE AS FOLLOWS:

1. Services.
   • MaRS will commit commercially reasonable efforts to providing the Services as described to the Venture, and consistent with reasonable standards of skill and quality.
     
   • Nothing in the Agreement will obligate the Venture to provide access to specific information, technology, systems or intellectual property; the provision of any such items shall be in the sole discretion of the Venture. However, the provision and quality of certain Services provided by MaRS may depend on the Venture providing access to, or the right to use, certain information, technology, systems or intellectual property and the Venture will use its best efforts to complete surveys and provide responses and feedback requested by MaRS in a timely manner. Failure to respond to reasonable requests for information from MaRS may result in unavailability or termination of the Services (as determined by MaRS). To the extent that the Venture provides MaRS access to or right to use the Venture’s information, technology, systems or intellectual property, such use or access shall be solely for the purposes of MaRS providing the Services unless otherwise described herein or agreed by the Parties in writing.
     
   • Certain Services provided by MaRS may be made available solely via certain software, platforms, or other third party-controlled means as confirmed by MaRS. The Venture acknowledges and agrees that it may be required to agree to additional terms and conditions that relate to these offerings before access to such Service offerings can be granted. This includes, without limitation, Services provided via the MaRS digital platform which is governed by its Digital Platform Terms of Use available at: https://app.marsdd.com/terms (“the “Platform”). To the extent such additional terms conflict with this Agreement, such additional terms will govern only as it relates to use of the certain Service offering.
2. Disclaimer. Other than as stated in Section 1(a), the Services are provided “AS IS” and MaRS disclaims all representations, warranties, guarantees, and conditions of any kind to the Venture in relation to the Services. Any decisions and/or actions taken by the Venture are solely the responsibility of the Venture. The guidance that MaRS provides the Venture through the Services does not replace the Venture’s obligation to consult its own internal and/or external resources for business, financial, and legal advice. The Venture acknowledges and agrees that MaRS is not liable for any losses, liabilities, and/or damages or any related Venture expenses incurred in connection with the Services.
3. Confidentiality.
   • MaRS recognizes the importance of maintaining the confidentiality of information and materials that it receives from the Venture in connection with the provision of the Services.
     
   • The following provisions apply to the Parties’ Confidential Information:
     • Protection and Definition. Each Party will use commercially reasonable efforts to protect the other Party’s Confidential Information. “Confidential Information” means all information, data, or materials, whether written or oral, including but not limited to personal and financial information, relating to a Party or its business, strategies, pricing, personnel, suppliers, technology, products or services, but excludes information that the Party receiving Confidential Information (“Recipient”) can demonstrate: (a) was lawfully in its possession (and free of any obligation to protect the information as confidential) before receiving it from the disclosing Party (“Discloser”); (b) was provided in good faith to it by a third party without breaching any of Discloser’s rights or any rights of a third party, (c) is or becomes generally available to the public through no fault of the Recipient, or (d) was independently developed or discovered by Recipient without use of or reference to Discloser’s Confidential Information.
       
     • Rights. Recipient will not acquire any rights in or to Discloser’s Confidential Information other than the rights expressly granted in this Agreement. Recipient acknowledges that disclosure or inappropriate use of the Confidential Information could cause Discloser irreparable harm and agrees that Discloser will have the right to seek injunctive relief for any violation of this Agreement.
     • Return and Destruction. Upon expiration or termination of this Agreement, at Discloser’s written request, Recipient shall promptly return all Confidential Information received from the Discloser or will use commercially reasonable efforts to destroy all Confidential Information received from the Discloser (including without limitation, in both cases, any summaries of orally disclosed information and all copies thereof in its possession or control).
     • Feedback. Each Party may provide the other Party with feedback or suggestions regarding the technology or Confidential Information of the other Party, which may include without limitation suggestions or feedback concerning improvements, modifications, corrections, enhancements, derivatives, or extensions, as well as branding ideas (“Feedback”). Each Party receiving Feedback will have a perpetual, royalty-free, exclusive, and transferable license to use such Feedback without any obligation to compensate the Party providing the Feedback or their personnel. The Party receiving Feedback may develop technology, modifications, corrections, enhancements, derivatives or extensions (“Improvements”) and branding elements based on such Feedback, and such Improvements and branding elements, and any intellectual property rights therein will be owned exclusively by the Party receiving the Feedback. The Party providing Feedback agrees to sign such further documents as may be required reasonably to confirm such ownership.
     • Mutual Disclaimer. ANY CONFIDENTIAL INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED “AS IS”. Discloser makes no representation, warranty, or guarantee whatsoever about the Confidential Information.
   • Notwithstanding section 3 (b), the Venture acknowledges and agrees that MaRS may share Venture Confidential Information with third parties in accordance with the following:
     • MaRS may disclose Venture Confidential Information with MaRS’ external mentors or advisors, service providers, and/or other selected third parties (“Collaborators”), subject to the following:
       • MaRS shall use commercially reasonable efforts to have Collaborators maintain the confidentiality of Venture Confidential Information but MaRS shall not be vicariously liable for breaches of confidentiality or misuse of Venture Confidential Information by such Collaborators and/or investors.
       • If MaRS believes that a Collaborator could assist the Venture, but the Collaborator has not agreed to protect such Confidential Information in a manner substantially similar to the requirements described in this Section 3 (e.g. by signing a non-disclosure agreement or equivalent) MaRS will obtain the Venture’s approval (verbally or in writing) before MaRS shares any Venture Confidential Information with that certain Collaborator.
       • For certainty, MaRS’ obligations in this Section 3 relate only to MaRS’ direct disclosure of Venture Confidential Information to MaRS Collaborators. This differs from a Venture’s disclosure of its own Confidential Information to an individual or entity that the Venture met in relation to MaRS’ provision of the Service or otherwise (e.g. a speaker at a MaRS event, another participating venture, or a third party that MaRS believes could be of assistance to the Venture). In such a situation, before any such Venture disclosure occurs, the Venture should confirm that the relevant individual or entity is bound by substantially similar confidentiality terms as those described herein. If the Venture chooses to disclose its Confidential Information before receiving such confirmation from MaRS (or after MaRS confirms that no such protections are in place), such Venture disclosure is made at the Venture’s own risk. The Venture should never independently disclose its Confidential Information to an entity or individual merely because they attend the MaRS offices, MaRS events, or otherwise; if the Venture is ever unsure if an entity or individual is bound to confidentiality obligations, the Venture should first seek confirmation from MaRS.
       • Service providers listed in section 3(c)(i) above may include service provider(s) that utilize artificial intelligence or machine learning, on the condition that (i) MaRS’ disclosures made to such service provider(s) adhere to the terms described herein and (ii) the service provider(s) agree not to use the Venture’s Confidential Information to train their own artificial intelligence or machine learning tools.
     • MaRS may share high level Venture Confidential Information (excluding trade secrets) within the MaRS network (e.g. investors, other community hubs, etc.);
     • MaRS may share Venture information (including Confidential Information but excluding trade secrets) to organizations that require such information in reports or other documentation related to funding of MaRS’ programming and MaRS’ provision of Services (including without limitation governmental ministries, governmental agencies, and the like). Reporting may include analysis of Venture activity by time, sector, business stage, financing type, or geography. MaRS will request that any Confidential Information provided to such organizations is properly protected, but cannot make any guarantees to this effect as (among other reasons) such organizations may be bound to disclose certain information by applicable laws including without limitation Access to Information Act (Canada) , the Privacy Act , and the Library and Archives Act of Canada); and
     • MaRS may use Venture Confidential Information for the purpose of improving MaRS services, coordinating services with business partners, and promoting innovation. Any such use would not mention the Venture by name, nor would it be used in a manner that the certain Venture would be identifiable.
     • Disclosing or using Venture Confidential Information otherwise as agreed to by the Venture verbally or in writing and/or in accordance with this Agreement.
   • For clarity, the above obligations do not prohibit MaRS from using any know-how, techniques and information developed or learned by, and retained in the unaided memory of, one or more of the MaRS personnel or MaRS Contractors who provided Services.
4. Privacy. The Venture will not disclose any personal information to MaRS (other than personal information related to Venture personnel such as contact information) unless the Venture has obtained consent for MaRS to collect, use, and disclose that information as necessary for MaRS to provide the Services, or unless MaRS is otherwise permitted by law to collect, use, and disclose that information without consent. MaRS may also disclose such information where required by law, or as described in MaRS’ Privacy Policy, which is currently available at https://www.marsdd.com/privacy/.
   
5. Association. If requested in writing by MaRS, Venture agrees to acknowledge MaRS as a source of support in Venture publicity, where reasonably appropriate and in the form approved in writing by MaRS. Venture agrees that MaRS may, on an ongoing basis, refer to the Venture as a participant in MaRS programming (such a mention may include use of the Venture logo and brand name), across MaRS’ public communications including on its website, publicly available venture directory, marketing materials, case studies, testimonials, and other publicly available MaRS-produced materials. Any such use will not require prior written approval of the Venture on the condition that MaRS adheres to any brand standards provided to MaRS by the Venture. Further, if the Venture provides MaRS with any photos, video, written copy, quotes, or other materials (pursuant to a request from MaRS or otherwise), by making such provision, the Venture grants to MaRS a right to copy, edit, publish, perform, and otherwise use the materials across all media in relation to MaRS’ provision of Services and/or to promote MaRS programming. The latter grant of rights will continue on an ongoing basis unless (and until) the Venture asks MaRS to cease any specific use(s) of such materials. Unless otherwise expressly indicated in this Section 5, any use of the other Party’s trademark, trade name, logo, or other indicator of source requires prior written approval from the Party that owns such intellectual property.
6. Venture Directory. The Venture acknowledges and agrees that MaRS may include information related to the Venture in a public directory made available on the MaRS website (the “Venture Directory”), including without limitation the following Venture information: Venture legal name, Venture logo, company description, sector classifications, market verticals, customer segments, company location (e.g. city, province, country), website URL, social media links (e.g., X, LinkedIn), and key team members (including without limitation names, titles, and profile images). The Venture Directory will feature the most up-to-date information provided by the Venture via its access to the MaRS Platform. The Venture is responsible for the accuracy and updating of such information. At any point, the Venture can opt-out of its inclusion in the Venture Directory via the Profile Settings on the MaRS Platform.
7. Intellectual Property. The Venture will retain ownership of its intellectual property (whether it was developed by the Venture in connection with the Services, or otherwise) including without limitation the Venture’s patents, trademarks, copyright, industrial designs, trade secrets or other proprietary materials (“Venture IP”). The Venture acknowledges and agrees that MaRS shall have the right to use such Venture IP strictly for the limited purpose of providing Services to the Venture (such a right being non-exclusive and royalty-free). Equally, MaRS will retain its ownership interest in any materials MaRS creates for the Venture in relation to the Services (“MaRS IP”). Such ownership right excludes any Venture IP integrated into such materials. MaRS grants the Venture a right to use the MaRS IP for internal business purposes only. For certainty, while the Venture may integrate ideas or concepts from the MaRS IP into its business practices (subject to the terms of this Agreement), the MaRS IP cannot be independently commercialized by the Venture.
8. Aggregated Information. MaRS may use aggregated information gathered from Ventures, that does not identify Ventures, for commercial and non-commercial purposes including, its reporting requirements to improve its services, coordinate services with business partners, and promote innovation.
9. Conflicts. The Venture will review and comply with MaRS policies and procedures governing conflicts of interest. Without limiting the foregoing, MaRS and the Venture agree to promptly disclose to each other any conflicts of interest of which either Party becomes aware of during the provision of the Services (including without limitation conflicts of interest between the Parties, or between the Venture and another participant in MaRS programming).
10. Termination. Either Party has the right to terminate the provision of the Services by serving written notice, without thereby incurring any liability to the other (strictly in relation to such termination).
11. Indemnity. The Venture will indemnify, defend and hold MaRS and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors harmless from and against any and all claims, liability, losses, costs and expenses (including costs and legal fees) incurred in connection with: (a) the Services, (b) the VentureIP or any products, services or business of the Venture, or (c) the untruthfulness or inaccuracy of any information provided to MaRS by or for the Venture. MaRS reserves the right, at the Venture’s expense, to assume the exclusive defense and control of any claim or other matter otherwise subject to indemnification by the Venture, and in such case, the Venture agrees to cooperate with MaRS’ defense of such claim.
12. LIMITATION OF LIABILITY. THE PARTIES WILL NEVER BE LIABLE TO EACH OTHER FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, OR ECONOMIC LOSSES, IN CONNECTION WITH THE SERVICES. MARS’ TOTAL LIABILITY TO THE CLIENT FOR ALL DAMAGES WHATSOEVER UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) $5,000 OR (B) THE TOTAL AMOUNTS THE CLIENT PAID TO MARS (IF ANY) IN THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE LOSS, INJURY OR DAMAGE.
13. Laws and Courts. 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.
14. Entire Agreement. 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. Sections 2 – 8 and 10 – 20 shall survive termination of this Agreement.
15. Modifications. MaRS may, in its sole discretion, modify or update this Agreement from time to time, and post the update online at marsdd.com.The Venture’s continued use of the Services after any such change constitutes the Venture’s acceptance of the revised Agreement.
16. Relationship. The Parties are independent contractors. Neither Party is the agent, partner, or employee of the other Party.
17. Invalidity. 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.
18. Unexpected Events. 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, pandemic, 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.
19. Enurement. This Agreement will enure to the benefit of and be binding upon the Parties and their lawful successors and permitted assigns.
20. Independent Legal Advice. Each Party has obtained independent legal advice regarding this Agreement and its effect, or has voluntarily chosen not to do so.

Last Updated: March 3, 2025