WEtech Alliance (“WEtech”) provides to individuals or groups of individuals (“Clients”) mentoring and educational, and informational services including, but not limited to, information about business planning, sales, marketing, financing and funding strategies (the “Services”). The Services, effective as of the date first provided to a Client, are subject to the following terms and conditions.
- The Client agrees to co-operate with WEtech in the performance of the Services and to provide such support and information as may be reasonably required. All decisions and actions taken by the Client in connection with its business or otherwise that may rely on any information or opinion received from a WEtech advisor during the provision of the Services are solely the responsibility of the Client. The Client acknowledges that any information provided as part of the Service is for business and educational purposes only and is not intended to constitute financial or legal opinions of any kind. WEtech shall not be deemed to have made any representations, warranties or undertakings of any kind to a Client in relation to the Services. Nothing in these Terms and Conditions shall be construed as precluding or limiting in any way the right of WEtech to provide similar Services to any person or entity as WEtech deems appropriate.
- The Client is required to provide to WEtech information about its business and milestone achievements including, but not limited to, business address, ownership, capital raised, jobs created, revenue generated, number of patents filed and dates patents filed. WEtech will request regular updates to ensure it has the most up-to-date and accurate Client information. When requested, Clients are required to complete surveys and provide feedback to WEtech in a timely manner. Failure to respond to reasonable requests for information may result in the termination of WEtech services.
- WEtech employees, advisors, contractors and volunteers are under obligations of confidentiality. Both WEtech and the Client will keep confidential all information disclosed by one to the other that is not in the public domain provided that WEtech may use certain confidential or personal information as disclosed herein. Despite the foregoing, the Client acknowledges and agrees that WEtech, in providing the Services, leverages its network (including for example external advisors, mentors, business contacts, extended local startup ecosystem resource provides and investors). The sharing of high level information disclosed by Client regarding its business or technology by WEtech with its network, for the purpose of providing the Services or supporting the provision of services to Ontario startups and innovative companies generally, shall not constitute a breach of these Terms and Conditions. WEtech may disclose more detailed information: (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.
- WEtech respects the Client’s privacy and will comply with applicable privacy laws with respect to the Client’s personal information, as defined in applicable legislation, including all information provided in this document and subsequently provided by the Client. The Client expressly consents to WEtech 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 Service. The use of the Client’s personal information by WEtech shall otherwise be limited to that which is reasonably necessary to provide the Service improve its services, create aggregate information that does not identify the Client or the Client’s company, or to provide the Client with related information that WEtech believes may be of interest. WEtech may disclose personal information to its employees, contractors, suppliers, agents, consultants and advisors on a “need to know” basis, provided that such individuals or organizations are required to maintain the privacy of the information. WEtech may also disclose such information where required by law.
- WEtech may use aggregate information gathered from Clients, that does not identify Clients, combined with third party information for commercial and non-commercial purposes including, without limitation, 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.
- WEtech and the Client will promptly disclose to each other any conflicts of interest of which either becomes aware during the provision of the Services.
- WEtech requests that the Client acknowledges WEtech as a source of support in any publicity, where appropriate. The Client agrees however that it shall not, without prior written consent of WEtech in each instance, use the trademarks or logo of WEtech in any advertising, publicity or otherwise. WEtech reserves the right to publicly identify the Client as a client of WEtech.
- Either party has the right to terminate the provision of the Services, without thereby incurring any liability to the other, by notice to such effect given orally or in writing to that other. In the event of any termination before any Services shall have been completed, the terminating party undertakes to provide the other with reasonable explanation of the underlying reasons for so doing.
- The Client agrees to indemnify, defend and hold WEtech 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 any use of the Service. WEtech 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 WEtech’s defense of such claim. WEtech shall have no liability to a Client or its business for any loss or damage whatsoever, whether direct, indirect, special or consequential, which arises in contract, tort, by statute or otherwise.
- 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.
- 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. 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.
- If the Client uses MaRS Discovery District’s Market Intelligence services, in addition to the other terms and provisions contained in this Agreement, the Client acknowledges and agrees that the terms and provisions contained in Schedule A shall apply in connection with your use of any research documents and work product, including studies, briefs, presentations, conference proceedings and inquiry responses, (the “IDC Reports”) produced by International Data Corporation (Canada) Ltd. (“IDC”), and Schedule B shall apply in connection with use of any research documents and work products, including studies, briefs, presentations, conference proceedings and inquiry responses, produced by Gartner Inc.
- WEtech may, in its sole discretion, modify or update these Terms and Conditions from time to time, and post the update online at wetech-alliance.com. Your continued use of the Service after any such change constitutes your acceptance of the new Terms and Conditions.
TERMS FOR USE OF IDC REPORTS
You acknowledge and agree that IDC will be deemed to be the author of all 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.
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.
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.
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.
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.
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.
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.
You acknowledge that the only companies eligible to receive IDC Reports through the Service are those having less than $1,000,000 in revenues (for greater certainty revenues do not include venture capital or other types of funding that may be received by the company). You represent and warrant that you are a company with less than $1,000,000 in revenues.
TERMS FOR USE OF GARTNER REPORTS
Access to the Gartner services (“Gartner Services”) is restricted to named individuals (each a “Subscriber”). Subscribers may not substitute another Subscriber without MaRS’ prior written approval. Subscribers agree to establish and enforce appropriate security measures to limit access to the Gartner Services to authorized Subscribers. The rights granted to each Subscriber may not be sublicensed, sold or otherwise transferred.
Ownership and Use of the Gartner Services.
The Gartner Services are owned and copyrighted by a third party service provider and/or its affiliates. The third party service provider reserves all rights to the Gartner Services not expressly granted to MaRS or Subscriber hereunder. Subscribers of the research may (i) print one copy of individual research documents for their personal use, for the benefit of the Subscriber; (ii) excerpt from individual research documents, on a non-routine basis, for internal presentations or reports to be shared with other Subscriber personnel, provided the excerpt is within the limits of “fair dealing” under applicable copyright law. For clarity, excerpts may not contain the substantive content of the source document. Subscriber may not redistribute copies of individual research documents, by electronic means or otherwise, to non-Subscribers unless specifically authorized in a Service Description. Subscribers may not reproduce or distribute the Gartner Services externally without third party service provider’s prior written permission, except for external distribution, in their entirety only, of “Reprints” of individual documents purchased by Subscriber. Subscriber may excerpt from the Gartner Services for external use only if Subscriber obtains the prior written approval of third party service provider’s Vendor Relations, at email@example.com. Any approved external use of the Gartner Services must comply with Gartner’s Copyright and Quote Policy which may be viewed on the Gartner Vendor Relations section of gartner.com. The Gartner Services may not be stored by Subscriber on any information storage and retrieval system.