For Innovator Clients & those Funded by NOIC Programs
The Northwestern Ontario Innovation Centre (“NOIC”) provides to individuals or groups of individuals (“Clients”) mentoring, 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.
1. The Client agrees to co-operate with NOIC, 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 an NOIC 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. NOIC 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 NOIC to provide similar Services to any person or entity as NOIC deems appropriate.
2. The Client is required to provide to NOIC 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. NOIC 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 NOIC in a timely manner. Failure to respond to reasonable requests for information may result in the termination of NOIC services.
3. NOIC employees, contractors and volunteers are under obligations of confidentiality. Both NOIC and the Client will keep confidential all information disclosed by one to the other that is not in the public domain provided that NOIC may use certain confidential or personal information as disclosed herein. Despite the foregoing, the Client acknowledges and agrees that NOIC, in providing the Services, leverages its network (including for example external advisors, mentors, business contacts and investors). The sharing of high level information disclosed by Client regarding its business or technology by NOIC 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. NOIC 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.
4. NOIC 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 NOIC 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 NOIC 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 NOIC believes may be of interest. NOIC 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. NOIC may also disclose such information where required by law.
5. The service provided by NOIC is at no or minimal cost to the clients, however, there is a requirement by Innovation Centres to demonstrate to their funders that they’re providing value by helping clients progress. Therefore, the data being collected enables this progress to be tracked and communicated. As clients receive support from other provincial and federal funders, tracking the effect of these individual and combined supports is key to proving the value of these support programs so they can continue to be funded. How is the data used? The CRA business number (it’s the same number you put on the invoices you send to your customers) will be used by StatsCan to compare the outcomes of supported vs. unsupported companies over the long term (5+ years). Since the type of support provided can take a long time to translate into success outcomes, this data is necessary to ensure that the critical early stage supports can continue to be funded. Identifiable company-level data is used to de-duplicate clients who received support from multiple support organizations to ensure they are not double-counted during reporting. Once they’ve been de-duplicated, the data is aggregated and anonymized before sending to any reporting agency. This ensures accurate reporting of data while protecting the confidentiality of the clients. No identifiable company-level data is sent to the government.
6. The Client shall have no rights to, or to claim ownership of, any intellectual property provided or originated as part of, or through, the Services by NOIC. If a Client provides NOIC with information which infringes third party intellectual property rights, is defamatory, constitutes a breach of confidentiality or imposes some other liability upon NOIC, the Client will indemnify NOIC, against any liability they may assume by reason of the use of such information in the course of the Services or after they shall have been provided.
7. NOIC and the Client will promptly disclose to each other any conflicts of interest of which either becomes aware during the provision of the Services.
8. NOIC requests that the Client acknowledges NOIC as a source of support in any publicity, where appropriate. The Client agrees however that it shall not, without prior written consent of NOIC in each instance, use the trademarks or logo of NOIC in any advertising, publicity or otherwise. NOIC reserves the right to publicly identify the Client as a client of NOIC.
9. 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.
10. The Client agrees to indemnify, defend and hold NOIC 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. NOIC 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 NOIC’ defense of such claim. NOIC 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.
11. 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.
12. 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.
13. If the Client uses NOIC 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.
14. NOIC may, in its sole discretion, modify or update these Terms and Conditions from time to time, and post the update online at www.nwoinnovation.ca. Your continued use of the Service after any such change constitutes your acceptance of the new Terms and Conditions.
SCHEDULE A
TERMS FOR USE OF IDC (International Data Corporation) 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.