MaRS Discovery District

DIGITAL PLATFORM TERMS

Please read these terms and conditions of use carefully. This website that links to these Digital Experience Terms and Conditions together with our online services (“Platform”) is operated and provided by MaRS Discovery District (“MaRS”) to MaRS’s community of venture companies, corporate partners, investors, participating capital providers, and other participants and stakeholders.

The Platform provides access to Services and information about MaRS, its programs, events, products and services. By using any portion of the Platform or clicking to accept the Terms, you are certifying that you are authorized to register for, access, and use this Platform and you are agreeing with MaRS, on your own behalf, and, if applicable, on behalf of the Organization that you represent, to be bound by these terms and conditions (the “Terms”).

For clarity, these Terms apply to both the User and the Organization (each and collectively, “You”, as defined below), where applicable. Subject to and in return for Your agreement to these Terms, MaRS authorizes You to access and use the Platform.

1. Definitions.

Additional Terms means MaRS Services Terms, the MaRS Community Code of Conduct (“Code of Conduct”) and/or Third-Party Terms.

Aggregated and Statistical Information means data and information related to Your use of the Platform and Services that is used by MaRS in an aggregate and de-identified manner, including to compile statistical and performance information related to the provision and operation of the Services.

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 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.

MaRS Content means all data, information, content, newsletters, blogs, webinars, videos, guides, tools, and materials that are identified as being owned or provided by or otherwise is the content of MaRS and displayed or accessible through the Platform, but exclusive of Third-Party Content and User Content.

MaRS Parties means MaRS, its related entities, and each of their respective officers, directors, employees, agents, and any other parties working for or engaged by MaRS or otherwise involved in connection with the administration of the Platform.

MaRS Services means the provision by MaRS of a good, service, and/or any MaRS Content.

MaRS Services Terms means any additional MaRS terms and conditions set out in Sections ‎21-‎22 of these Terms which govern the provision of a specific MaRS Service to You.

Organization means the organization on whose behalf individual Users are accessing or using the Platform.

Platform means the software platform operated and provided by MaRS, currently at app.marsdd.com.

Platform Content means all MaRS Content and Third-Party Content.

Registration Information means information provided by You as prompted by any registration forms, including email address and User or Organization-generated password.

Services means MaRS Services and/or Third-Party Services, as applicable.

Third-Party Content means all data, information, content, blogs, videos, guides, tools and materials displayed or accessible through the Platform that is identified as being owned or provided by, or otherwise is the content of an applicable third-party, and excludes MaRS Content and User Content. For clarity, “Third-Party Content” includes user content uploaded by other users (not You) to the Platform.

Third-Party Services means the provision of a good, service, and/or Third-Party Content by a third-party that is made available to, or accessed by You, through the Platform, including payment processing.

Third-Party Terms means any additional terms and conditions which may be provided to You which govern the provision of a specific Third-Party Service to You.

User means (a) any individual; (b) the employees, officers, or other representatives of the Organization, that in either case, accesses or uses the Platform; and includes Admin Users as described in section 2.

User Content means any content, data, information, or materials uploaded by You to the Platform in whatever format, including posts, videos, guides, tools, Organization metrics and other materials You make available to the Platform. Without limiting the foregoing, User Content may include Your logos, trademarks or other intellectual property to the extent You upload it to the Platform. User Content does not include Registration Information or personal information.

You means the Organization and/or User, as the context may indicate or require.

2. Registration and User ID.

You must register to access and use the non-public parts of the Platform that require registration. You are responsible to provide true, accurate, current, and complete Registration Information wherever prompted to do so on the Platform. If You are prompted to provide additional Registration Information beyond what was provided upon initial registration to access or use a particular Service, these Terms will govern in addition to any applicable Additional Terms. You consent to the use of all Registration Information for the purposes described in these Terms, the MaRS Privacy Policy, and otherwise as is necessary to enable MaRS’s provision of any Services. You agree to keep all Registration Information current. You are solely responsible to protect the confidentiality of Your Registration Information and for all activity and use conducted under such credentials, and You acknowledge that MaRS may rely on any instruction or information provided through your registered account. You will immediately report to MaRS upon becoming aware of any compromise or loss of Your user credentials or suspected unauthorized use. You agree that the MaRS Parties will not be liable to You or any other person for any losses incurred by You that are attributable to Your breach of this provision and that You will be liable to MaRS for losses or damage suffered or incurred by MaRS or other Users, Organizations or persons as a result of such breaches. Organizations may be permitted to designate a specific User as an administrative user (“Admin User”) who will be responsible to log in to the Organization’s account and assign and manage other Users access to and use of the Platform on behalf of the Organization. Admin Users are prohibited from sharing their Admin User credentials and access with other Users. Admin Users may have additional user privileges made available to them. Admin Users may be required to agree to additional terms and conditions associated with their Admin User status and privileges.

3. Single Sign On.

You acknowledge that the Platform may permit Your Registration Information to be used to register for and use or receive MaRS Services and Third-Party Services, and You authorize MaRS to provide Your Registration Information as necessary to third parties to facilitate single sign on through the Platform to MaRS Services and Third-Party Services and otherwise as reasonably necessary to perform these Terms.

4. Authorized Access and Use of Platform Content.

(a) MaRS authorizes You to access and use the Platform solely to: (i) search, access, and review Platform Content for informational purposes only; and (ii) access MaRS Services, and solely for Your own use. You acknowledge that the rights to use or access certain Platform Content and MaRS Services may be restricted.

(b) MaRS does not grant, and You are expressly restricted and prohibited from, distributing, licensing, selling or otherwise making available any Platform Content without prior express written consent from MaRS, which may be provided or withheld in MaRS’s sole discretion, unless and to the extent the Platform Content expressly authorizes You to do so.

(c) You acknowledge and agree that, except for the limited rights expressly provided in these Terms, nothing in these Terms will, or will be deemed or construed or implied to, assign, transfer, or convey to or vest in You any title, rights, or interest in or to any intellectual property, including in or to the Aggregated Statistical Data, Platform Content or the Platform. All rights to access and use the Platform and Platform Content will terminate on any termination of these Terms. MaRS reserves all rights not expressly granted to You in these Terms.

(d) You will promptly provide MaRS with written notice of any unauthorized use of, access to, disclosure of, reproduction, or transmission of any of the Platform Content or the Platform that is in violation of these Terms of which You become aware.

5. Restrictions.

You agree that in accessing and using the Platform You will not, nor will you attempt, and will not permit others to:

(a) use the Platform for any reason other than Your own lawful purposes, in accordance with these Terms;

(b) undermine the security or integrity of the Platform;

(c) access any unauthorized Platform Content or other parts of the Platform other than those to which You have been given express permission by MaRS;

(d) collect, aggregate, copy, scrape, duplicate, display, or derivatively use the Platform (in whole or in part);

(e) use any device or mechanism including, but not limited to, a frame, border environment, or other framing technique to reproduce or host any portion of the Platform;

(f) post or transmit any unwanted communications to other Users or Organizations including, unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic, or profane material, or spam;

(g) (and Your User Content will not) violate, plagiarize, or infringe the rights of MaRS or third parties including copyright, trademark, patent, trade secrets, rights of publicity, or privacy or any other intellectual or proprietary rights;

(h) violate any Additional Terms applicable to You including the Code of Conduct;

(i) use an inadequate password nor share it;

(j) permit any other person to use Your username and password;

(k) violate any acceptable use or other policies made available on or through the Platform;

(l) not use, or misuse the Platform in any way which may disrupt or impair the functionality of the Platform or other systems used for the Platform or the use of the Platform by others; and

(m) transmit, or input to the Platform, any harmful code, virus, malicious code or other items of a malicious nature.

As a User, you are bound by these Terms and you represent and warrant that, if you are accessing the Platform on behalf of an Organization, you have the authority to bind the Organization to these Terms.

6. Services.

MaRS may make certain Services available to You on the Platform. The provision of these Services will be subject to these Terms and any applicable Additional Terms. Additional Terms may require additional Registration Information and may require Your further agreement as a condition of subscribing for and receiving such Services. You acknowledge and agree that MaRS may provide notices and messages to you either (a) within the Service; or (b) using the contact information provided as part of the Registration Information.

In the case of Third-Party Services, You acknowledge and agree that any Third-Party Service is provided solely by the applicable third-party, and not MaRS, and is provided subject to any additional and applicable Third-Party Terms. MaRS will have no liability, obligation, responsibility or duty for any such Third-Party Service, including any purchase or promotion between You and any such third-party. Use of any Third-Party Service is solely at Your own risk.

You acknowledge and agree that MaRS may operate the Platform and store content and data (including User Content and Registration Information) using services, infrastructure and software provided by third-party service providers, which may be located in a jurisdiction outside of Your jurisdiction.

You are solely responsible for providing, at Your cost, all equipment and communications capabilities necessary to establish a connection to the Platform and access and use Platform Content or Services

7. Third-Party Content Disclaimer.

You acknowledge that all Third-Party Content is provided by MaRS on an “as-is” basis and is used and relied on by You in Your own discretion and at Your own risk. MaRS has no liability for any damage or loss concerning the accuracy of Third-Party Content or Your access to, or use of, or reliance on, any Third-Party Content.

8. Links.

In addition to Third-Party Services, the Platform may, as a convenience and without obligation or liability to You, provide links to third-party sites. You acknowledge that MaRS does not operate and has no responsibility for any content or services provided on any third-party sites and that Your access and use any third-party site, content and services in Your discretion and at Your sole risk and subject to any terms and conditions and policies made available on such third-party sites, and not these Terms. You irrevocably release MaRS and other MaRS Parties from any and all claims and liability associated with Your access to or use of any third-party site, content, or services accessed through any such links.

9. User Content.

(a) License Grant. You grant to MaRS (and any third-party authorized by MaRS) an irrevocable, perpetual, worldwide, unrestricted, fully paid up, royalty free, non-exclusive right, and license to reproduce, copy, publish, perform in public, communicate to the public by telecommunication, disseminate, optimize (including search engine optimization), synchronize or integrate with other content and materials, edit, translate, transcribe, close caption, and otherwise store, use and process all User Content (in whole or in part, as is or as may be edited) and any materials based upon or derived therefrom to: (i) provide the Platform and other Services; (ii) perform the obligations or enforce the rights set out in these Terms or required under applicable laws; (iii) improve MaRS’s and its related entities’ offerings; and (iv) to create Aggregated and Statistical Information which may be used by MaRS without restriction, in connection with the Services and MaRS’s and its related entities’ business, including for promoting the Services. You hereby waive all moral rights (and all other rights of a like or similar nature) that You may have in the User Content in favour of MaRS (and any third-party authorized by MaRS to use such User Content). You represent and warrant that you have the necessary rights to upload the User Content and to grant the rights to the User Content as set out in these Terms.

(b) Disclosure of Venture Information. For clarity, and without limiting section 9(a) or 22(b), the license granted by Organizations that are venture companies pursuant to these Terms includes a right for MaRS to, among other things, share certain Organization information such as metrics and other information You provide to MaRS via the Platform with MaRS’s partners, funders, service providers, and other Users.

(c) Use of Artificial Intelligence. Certain Services on or through the Platform use artificial intelligence or machine learning technology (for example, Services that match ventures with advisors based on the content of an inquiry submitted through the Platform). Your User Content will not be used to train any such technologies.

10. Changes to Platform, Content, and Services.

MaRS reserves the right to make changes to the Platform, Platform Content, and any Services at any time in its sole discretion without notice (and including to remove or reduce Platform Content or to change or reduce or eliminate features, functions or Services).

11. Compliance.

You remain solely responsible for complying with all applicable laws in connection to Your User Content and Your use of the Platform, Platform Content, and Services.

12. Acknowledgements.

You acknowledge and agree that:

(a) MaRS is not responsible for confirming the authority of Your access to and use of the Platform in the manner described in these Terms;

(b) the Organization is responsible for all use or misuse of the Platform by its individual Users;

(c) Your use of the Platform is entirely at Your own risk, and You have made Your own assessment on the risk of use of the Platform and any Platform Content or Services available on or through the Platform;

(d) the Platform and any Platform Content are provided for general informational purposes only and do not constitute professional advice or opinion of any kind, and You should obtain any appropriate professional advice relevant to Your particular circumstances;

(e) accessing or using the Platform and communicating with certain professionals through the Platform does not create a client relationship with any professional or organization and the security or confidentiality of any communications made through the Platform are not guaranteed; and

(f) MaRS cannot guarantee and assumes no legal liability or responsibility for the quality, accuracy, currency, completeness, or interpretation of any Platform Content.

13. Privacy Terms.

You acknowledge that You have read and understand the MaRS’s privacy policy available at https://marsdd.com/privacy (“MaRS Privacy Policy”), which provides information about how MaRS collects, uses and discloses personal information collected on or through the Platform or Services thereon. You are responsible for compliance with all applicable privacy laws and You covenant that all personal information provided to MaRS or uploaded to the Platform, or any Services is provided in compliance with all applicable laws.

14. Security and Confidentiality.

(a) Security. MaRS has implemented security policies and practices that are designed to protect the security and integrity of the Platform. However, MaRS does not guarantee the security of the Platform or the security or integrity of any communications between You and the Platform. You acknowledge that it is Your responsibility to use a secure connection to access the Platform and that You are solely responsible for implementing security safeguards to protect You when accessing and using the Platform, including precautions against viruses, worms, trojan horses, and other items of a disabling or destructive nature.

(b) Confidentiality. Throughout the term of these Terms and following termination by either party, the Recipient of Confidential Information will: (i) hold the Discloser’s Confidential Information in strict confidence and use the same degree of care as it uses to avoid the unauthorized disclosure of its Confidential Information of a similar nature, but not less than commercially reasonable care; and (ii) not use the Confidential Information for any purpose except as contemplated in these Terms. The Recipient will restrict the possession and use of Confidential Information to its partners, directors, officers, managers, employees, contractors, shareholders and agents who have a need to know and are bound by confidentiality obligations no less stringent than those contained in these Terms.

15. Indemnity.

You agree to indemnify, release and forever hold harmless the MaRS Parties from any and all claims, actions, demands, causes of action, suits, debts, damages (including direct, indirect, special, incidental, exemplary, punitive, third-party, and consequential damages) and/or any other losses, expenses or liabilities of whatever nature or kind sustained by any of the MaRS Parties arising out of, or in connection with: (a) Your use of the Platform and/or Platform Content and/or Services; (b) use and disclosure by MaRS or any party authorized by MaRS of User Content in accordance with these Terms; (c) Your breach of these Terms; and (d) your violation of any third party right, including any copyright, property or privacy right or any claim that your User Content caused damage to a third party.

16. Disclaimer.

THE PLATFORM, ALL PLATFORM CONTENT AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND AT YOUR OWN RISK. OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS, MARS MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING: (A) FITNESS FOR A PARTICULAR PURPOSE; (B) MERCHANTIBILITY; (C) NON-INFRINGEMENT OF THIRD-PARTY RIGHTS; (D) THAT ANY PLATFORM CONTENT IS ACCURATE OR ERROR FREE; (E) THAT THE PLATFORM WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, FREE OF MALICIOUS CODE OR VIRUS OR OPERATE WITHOUT ERROR; AND (F) THAT ANY ERRORS CAN OR WILL BE CORRECTED.

The provision of Services may be subject to incremental, separate, and different disclaimers and exclusions of responsibility.

17. Limitations and Exclusions.

The MaRS Parties will not, to the maximum extent permissible under applicable law, be liable to You, or any third-party, for: any direct, indirect, special, incidental, exemplary, punitive, third-party, consequential damages, or any other damages, losses or expenses (including loss of profits, loss of or damage to data or other intangible or consequential economic losses) however caused, sustained by You or any other person in any connection with Your access to or use of (or inability to access and use) the Platform, Platform Content and/or any Services, including any liability for: (a) interruptions and communication line failures; (b) Your inability to access and/or use, at any time, any part of the Platform or any Platform Content or Services; (c) the malfunctioning or unavailability of the Platform, in whole or in part; (d) Your (or any other person’s) use of or reliance on, the Platform orPlatform Content or Services; (e) any harm or loss to Your computing systems or records or data howsoever caused including caused by viruses, “worms”, “Trojan horses” or other similar intrusive, disruptive, or destructive programs or files of that nature; (f) security breaches or the interception or disclosure of confidential or sensitive information transmitted over the Internet; (g) inaccuracies or errors in Platform Content or the infringement of third-party rights; and (h) lack of accuracy, suitability, reliability, timeliness, or availability of any Platform Content, User Content, Service, or the Platform.

The limitations and exclusions of liability set out herein will apply regardless of the form of action or theory of liability, including for breach of contract, tort, negligence, by statute, or otherwise, and whether or not any damages are foreseeable, or MaRS has been advised of the possibility of such damages.

If and to the extent any of the foregoing limitations or exclusions of liability are determined by a court of competent jurisdiction to not apply or be enforceable for any reason, MaRS’s total aggregate liability to You under these Terms in respect of any and all claims related to or arising out of the Platform, Platform Content, User Content or any Service will not exceed the lesser of ten dollars CAD ($10.00 CAD) or the fees or charges paid by You for the Platform Content or Service or other Platform element that is the subject of the claim in the 6 month period prior to the date of the claim even if MaRS has been advised of the possibility of such damages.

You agree that the limitations and exclusions contained in these Terms are reasonable based upon the commercial circumstances, and that MaRS would not have entered into these Terms and authorized Your access to and use of the Platform but for Your agreement to, and acceptance of, such limitations and exclusions.

The provision of Services may be subject to incremental, separate and different liability limitations and exclusions.

18. Term and Termination.

(a) These Terms will remain in force unless and until terminated in accordance with these Terms. For clarity, these Terms will apply for so long as You access or use the Platform or any Services thereon and particular Services may have their own term lengths, as applicable.

(b) If You breach any of these Terms or Additional Terms or engage in other misconduct or acts that MaRS determines would be harmful to MaRS, the Platform or other Users or Organizations, MaRS may, without limiting its rights and remedies, terminate Your access to the Platform, Platform Content, and/or any Services or suspend for any period of time Your access to and use of the Platform and Platform Content and any Services, immediately and at any time.

(c) MaRS reserves the right to terminate these Terms, and Your access to and use of the Platform, Platform Content and/or any Service, at any time and for any reason with or without prior notice or liability to You.

(d) You may terminate these Terms (except for terms that survive termination under these Terms) at any time by closing Your account and ceasing to use the Services.

19. Entire Agreement.

These Terms constitute the entire agreement between You and MaRS pertaining to all the matters herein and supersedes all other agreements, understandings, and discussions between the parties hereto, whether oral or written. In the event of any conflict between these Terms in relation to the subject matter hereof and any other agreement between You and MaRS, these Terms will prevail.

20. Amendment.

MaRS may revise the Terms at any time with or without notice to You. The most current version of these Terms will always be posted on the Platform. If these Terms are revised, You will be required to agree to the updated Terms the next time You use the Platform. If You do not agree to the revised Terms, You will not be permitted to continue accessing the Platform and the Services. These Terms cannot otherwise be amended or modified.

21. Other Agreements.

These Terms relate to the Platform and do not alter in any way the terms or conditions of any other agreement that may apply to Your use of the Platform or the Services (for example, venture companies are also subject to the MaRS Venture Services Terms and Conditions). For greater certainty, if there is a conflict or inconsistency between the terms and conditions of another written agreement You enter into with us and these Terms, then the provisions of these Terms will govern to the extent of such conflict or inconsistency but only in relation to Your use of the Platform.

22. Additional Terms Related to Specific Offerings.

The following Additional Terms apply to the Services and Platform Content specified below. Not all Services or Platform Content is accessible to all. Further, in order to access such Services and Platform Content, You may be required to provide additional Registration Information and agree to certain Additional Terms prior to accessing and using the applicable Services.

(a) MaRS – EDC International Solution Suite.Background: The MaRS-EDC International Solution Suite provides Platform Content and functionality for the purposes of helping companies understand and navigate issues relating to carrying on business internationally.

(i) Registration. The Platform Content made available through this Service is the result of a collaboration between MaRS and Export Development Canada (“EDC”). You understand and agree that any Registration Information You submit will be shared between MaRS and EDC and processed by each party according to their respective Privacy Notices (EDC Privacy Policy at https://edc.ca/en/privacy-notice.html and MaRS Privacy Policy at https://marsdd.com/privacy).

(ii) Consent to Communications. You consent to receive communications from EDC, including but not limited to EDC’s economic and trade advisory insights, information on Financial and Risk management solutions and other information about EDC’s products and services.

(iii) Disclaimer. You acknowledge and agree that any decisions made, reliance on and actions taken by You as a result of Your participation in the EDC International Solution Suite are not the responsibility of MaRS, and MaRS makes no representations, warranties or guarantees of any relationship or business or any other matters or results arising as a result of Your participation in EDC International Solution Suite. You are responsible to undertake all necessary due diligence and to obtain any and all necessary business, financial, and legal advice. You acknowledge and agree that MaRS is not liable for and waives all claims and recourse against the MaRS Parties concerning, any losses, liabilities, and/or damages suffered or incurred in any connection with Your participation in the EDC International Solution.(b) Directory.

Background: Certain Users may be listed in a Platform member directory on the Platform (the “Directory”). This Directory allows other Users (e.g., ventures, corporate partners, investors, venture advisors) to search and communicate with You. Certain sections of the Directory may be subject to additional terms and conditions which, for clarity, are included in Additional Terms.

(i) Directory – Company Profile (the “Company Profile”). This feature allows venture Users to share information regarding their Organization with other Users of the Platform.

(ii) Directory – Partner View Profile. This extension of the Directory (the “Partner View Profile”) allows venture Users to share certain information about their Organization with potential corporate partners for various purposes in connection with the promotion of collaboration. The corporate partner may communicate directly with you about your Partner View Profile via the Platform.

(iii) Directory – Investor View Profile. This extension of the Directory (the “Investor View Profile”) allows venture Users to share information certain information about their Organization’s raises with investors. The investor may communicate with you about your Investor View Profile via the Platform.

(iv) Consent to Communications. By opting into using any portion of the Directory (e.g., the Company Profile, Partner View Profile, and/or the Investor View Profile, collectively “Profiles”), You hereby consent to MaRS using and disclosing the information You share in the Directory to other corporate partners, ventures, investors, and other Users, as applicable, and to receiving communications and content from MaRS or other Users about your Profiles, including for the purposes of (1) facilitating introductions and continuing communications; and (2) managing the Directory. You can opt out of receiving communications from other Users at any time.

(v) Disclaimer. Users of the Directory acknowledge and agree that any decisions made, reliance on and actions taken by such Users as a result of their participation in the Directory are not the responsibility of MaRS, and MaRS makes no representations, warranties or guarantees of any relationship or business or any other matters or results arising as a result of the User’s participation in the Directory. Users of the Directory are responsible to undertake all necessary due diligence and to obtain any and all necessary business, financial, and legal advice. Users of the Directory acknowledge and agree that the MaRS Parties are not liable for, and waives all claims and recourse against MaRS Parties concerning, any losses, liabilities, and/or damages suffered or incurred in connection with the User’s participation in the Directory.

(vi) You are solely responsible for all content you upload to the Directory which is considered “User Content” including compliance with all applicable laws.

23. General Terms.

(a) Notice. All notices or approvals required or permitted under the Terms will be in writing and delivered by email transmission, and in each instance will be deemed given upon receipt. All notices or approvals will be sent: (i) to MaRS at connect@marsdd.com and (ii) to You at the email address provided in Your Registration Information. If an Organization has multiple Users, then notices shall be delivered at least to the Organization’s primary contact or Admin User as provided to MaRS. For notices sent by email, the date of receipt will be deemed the date on which such notice is transmitted.

(b) Language. It is the express wish of the parties hereto that the Terms be drawn up in English. La volonté expresse des parties aux présentes est que ces “Terms” soient rédigé en anglais. The parties hereto hereby waive any right to use and rely upon any other language.

(c) Law and Jurisdiction. These Terms will be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada, without regard to any conflict of law principles which would cause the application of any other law. The parties hereto irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Ontario in respect of all matters and disputes arising hereunder.

(d) Assignment. These Terms will be binding upon and will enure to the benefit of and be enforceable by each of the parties hereto, their respective successors and permitted assigns. You may not assign, delegate or transfer all or any part of the Terms (or any of Your rights or obligations) without the prior written consent of MaRS.MaRS may assign these Terms without Your consent at any time.

(e) Independent Contractor. It is expressly understood and agreed that MaRS is an independent contractor in performing its obligations hereunder and will not be considered or deemed to be an agent, employee, joint venturer or partner of You. No party by virtue of these Terms will have any right, power or authority, express or implied, to act on behalf of or enter into any undertaking binding another party.

(f) Waiver. No delay or omission by a party to exercise any right or power it has under these Terms or to object to the failure of any covenant of another party to be performed in a timely and complete manner, will impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant.All waivers must be in writing and signed by the party waiving its rights.

(g) Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each such provision of the Terms will be valid and enforceable to the extent granted by applicable law.

(h) No Third-Party Beneficiaries. These Terms are solely for the benefit of You and MaRS, and nothing in these Terms will be deemed to create any third-party beneficiary rights in any other person or entity.

(i) Force Majeure. MaRS will not be responsible or liable for delays in or for failures in the availability of the Platform due to causes beyond its reasonable control, including without limitation, acts of God, the acts or omissions of the Users or Organizations, third-party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or outages, pandemics, epidemics, flood, earthquakes, riot, or war.

(j) Interpretation. In these Terms: (i) the division of the Terms into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation; (ii) “including” means “including without limitation”, and “includes” means “includes, without limitation”; (iii) unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders; (iv) any reference to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time; (v) all MaRS stated rights and remedies are not exclusive and are in addition to any other available rights and remedies.

(k) Survival. The provisions of Sections ‎4(a),(b) and (c), ‎5(g), ‎7 – ‎9, ‎11 – ‎19, 22 and ‎23 of these Terms and any other terms herein which expressly state that such terms will survive or are necessary to give effect to the surviving terms, will survive the termination or expiration of all or any part of the Terms for any reason.