This is a legal agreement between MaRS Discovery District (“we” or “us” or “MaRS”) of 101 College St., Toronto, Ontario, M5G 1L7, and the client named below (the “Client”) regarding the Client’s use of all services that may be provided to the Client by or for MaRS (the “Services”). The Services may include mentoring, educational and informational services including, providing information about business planning, sales, marketing, talent access, financing and funding strategies. The Services are subject to the following terms and conditions, effective as of the date they were or are first provided to the Client.

THE PARTIES AGREE AS FOLLOWS:

1. Services. The Client will co-operate with MaRS in the performance of the Services and will provide such support and information as may be reasonably required by MaRS. Without limiting the foregoing, the Client will provide to MaRS all requested information about its business and milestone achievements including, business address, ownership, capital raised, jobs created, revenue generated, number of patents filed and dates patents filed. The Client will also provide regular updates to ensure MaRS has the most up-to-date and accurate Client information. When requested, Client will complete surveys and provide feedback to MaRS in a timely manner. Failure to respond to reasonable requests for information may result in the termination of MaRS services.

2. Disclaimer. All decisions and actions taken by the Client in connection with its business or otherwise that may be based upon any information, advice or suggestion received from a MaRS advisor are solely the responsibility of the Client. The Client acknowledges that any information, advice or suggestion provided by MaRS or its employees, volunteers or contractors (collectively, “MaRS Personnel”) are for educational purposes only and do not constitute financial, business or legal opinions of any kind. The Client must not rely on any of that information, advice or suggestions without obtaining its own independent financial, business and legal advice. The Services are completely “AS IS” and MaRS disclaims all representations, warranties, guarantees, and conditions of any kind to a Client in relation to the Services.

3. Non-Exclusivity. Nothing in these Terms and Conditions shall be construed as precluding or limiting in any way the right of MaRS to provide similar Services to any person or entity as MaRS deems appropriate.

4. Confidentiality. Each party will use commercially reasonable efforts to protect the other party’s Confidential Information (defined below). Despite the foregoing, MaRS may leverage its network (including for example external advisors, mentors, business contacts and investors) to provide the Services, and may share high level Confidential Information regarding Client’s business or technology with its network for the purpose of providing the Services or supporting the provision of services to Ontario startups and innovative companies generally. MaRS may also disclose more detailed Confidential Information about the Client: (a) to external advisors that are legally obligated to maintain the confidentiality of this information, or (b) to others with the verbal or written consent of the Client.
In this agreement, “Confidential Information” means all confidential information relating to a party or its business, strategies, pricing, personnel, suppliers, products or services, but excludes information that the recipient proves: (a) was lawfully in its possession before receiving it from the 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, or (c) is or becomes generally available to the public through no fault of the recipient. 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 who provided Services.

5. Privacy. The Client will not disclose any personal information to MaRS unless the Client 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. The Client expressly consents to MaRS including personal information collected from the Client in its files and to the disclosure of the Client’s personal information in order to provide the Client with the Services. MaRS’ use of personal information provided by the Client will be limited to that which is reasonably necessary to provide the Services, improve its services, create aggregate information, or to provide the Client with related information that MaRS believes may be of interest. MaRS may disclose personal information received from the Client to MaRS’ employees, contractors, suppliers, agents, consultants and advisors, provided that such individuals or organizations are required to maintain the privacy of the information. 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/.

6. Aggregated Information. MaRS may use aggregated information gathered from Clients, that does not identify Clients, for commercial and non-commercial purposes including, its reporting requirements to government and other funders, to improve its services, coordinate services with business partners and promote innovation. Aggregate reporting may include analysis by time, sector, business stage, financing type or geography.

7. Client IP. The Client will retain ownership of any work product created by the Client in connection with the Services and any background technology owned by the Client prior to receiving the Services, including all intellectual property rights therein (collectively, the “Client IP”). The Client grants MaRS a non-exclusive, royalty-free licence to copy, reformat, display, distribute and use the Client IP for the purpose of providing the Services. The Client will indemnify MaRS and the MaRS Personnel from and against all damages, injuries, liabilities, costs and legal fees MaRS or the MaRS Personnel may incur in connection with any third-party claims that MaRS’ or the MarS Personnel’s copying, reformatting, display, distribution or use of the Client IP as permitted by this section violates or infringes a third party’s intellectual property or other rights.

8. Conflicts. MaRS and the Client will promptly disclose to each other any conflicts of interest of which either becomes aware during the provision of the Services.

9. Credit. MaRS requests that the Client acknowledges MaRS as a source of support in any publicity, where appropriate. The Client agrees however that it shall not, without prior written consent of MaRS in each instance, use the trademarks or logo of MaRS in any advertising, publicity or otherwise. MaRS reserves the right to publicly identify the Client as a client of MaRS.

10. Termination. Either party has the right to terminate the provision of the Services, without thereby incurring any liability to the other, by written notice

11. Indemnity. The Client 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 Client IP or any products, services or business of the Client, or (c) the untruthfulness or inaccuracy of any information provided to MaRS by or for the Client. MaRS reserves the right, at the Client’s expense, to assume the exclusive defense and control of any claim or other matter otherwise subject to indemnification by the Client, and in such case, the Client 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, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES 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) $500 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, 4, 5, 6, 7, 9, 11 and 12 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 Client’s continued use of the Services after any such change constitutes the Client’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, 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. Amendment.

19. Enurement. This agreement will enure to the benefit of and be binding upon the parties and their lawful successors and permitted assigns.

20. Counterparts. This agreement may be executed in counterparts, each of which will be deemed to be an original and all of which will constitute one document. Each party will be entitled to rely on delivery of an electronic or facsimile copy of this agreement, and acceptance by either party of an electronic or facsimile copy of this agreement will create a legal, valid and binding agreement between the parties in accordance with the terms of this agreement.

21. Independent Legal Advice. Each party has obtained independent legal advice regarding this agreement and its effect, or has voluntarily chosen not to do so.