Terms & Conditions
The Northwestern Ontario Innovation Centre (“NOIC”) through the MI-ZONE initiative, provides to individuals, businesses, corporations or groups of individuals (“Clients”) product development, prototyping, product testing, process innovation support, small run production as well mentoring, educational, and informational services including, but not limited to, information about business planning, sales, marketing, financing, and funding strategies (the “Services”). The Services are provided directly through NOIC or through MI-ZONE collaborative partners. The term "MI-ZONE" refers to NOIC and other collaborative partners. 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 MI-ZONE, 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. MI-ZONE 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 MI-ZONE to provide similar Services to any person or entity as MI-ZONE deems appropriate.
- As a collaborative initiative, MI-ZONE is committed to connecting Clients to the most appropriate resources for their project. MI-ZONE has the following collaborative principles (outlined in detail at www.mi-zone.ca). The collaborative partner who brings a Client to MI-ZONE for support and will be the lead partner for this Client unless otherwise agreed upon. This initiative respects the ability for all parties to maintain relationships. MI-ZONE partners will not actively solicit clients of other NWO solution providers. MI-ZONE will protect all collaborators and Clients intellectual property and work to promote and build the broad capacity in Northwestern Ontario. MI-ZONE will offer support at standard rates and is committed to providing an accessible service with a target to provide access to support within 30 days of a request being made.
- A condition of utilizing MI-ZONE resources and support is that the project is considered innovative in that it involves product innovations that result in new or significantly improved goods. Improvements may involve significant changes to technical specifications, components, materials, features, efficacy or other functional characteristics; or process innovations that result in a new or significantly improved production or delivery methods. Improvements may involve changes in techniques, time required to produce, yield, equipment and/or software. Innovations result in new or significantly improved goods or production or delivery methods that are: novel; novel at the proposed scale and specifications in Canada; or, novel for a given industry or sector in Canada.. Activities that would proceed in a normal course of business development such as operations and adoption of conventional technologies, are not considered innovations for the purposes of MI-ZONE. The MI-ZONE equipment is not intended to provide a permanent solution for long-run production.
- 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 MI-ZONE services.
- MI-ZONE collaborators, partners and volunteers are under obligations of confidentiality. Both MI-ZONE and the Client will keep confidential all information disclosed by one to the other that is not in the public domain provided that MI-ZONE may use certain confidential or personal information as disclosed herein. Despite the foregoing, the Client acknowledges and agrees that MI-ZONE, 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 MI-ZONE with its network, for the purpose of providing the Services or supporting the provision of services to Ontario start-ups and innovative companies generally, shall not constitute a breach of these Terms and Conditions. MI-ZONE 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.
- MI-ZONE 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 MI-ZONE 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 MI-ZONE shall otherwise be limited to that which is reasonably necessary to provide the Service or 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 MI-ZONE believes may be of interest. MI-ZONE 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. MI-ZONE may also disclose such information where required by law.
- MI-ZONE 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.
- 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 MI-ZONE. If a Client provides MI-ZONE with information which infringes third party intellectual property rights, is defamatory, constitutes a breach of confidentiality or imposes some other liability upon MI-ZONE, the Client will indemnify MI-ZONE, 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.
- MI-ZONE and the Client will promptly disclose to each other any conflicts of interest of which either becomes aware of during the provision of the Services.
- MI-ZONE requests that the Client acknowledges MI-ZONE as a source of support in any publicity, where appropriate. The Client agrees however that it shall not, without prior written consent of MI-ZONE in each instance, use the trademarks or logo of MI-ZONE in any advertising, publicity or otherwise. MI-ZONE reserves the right to publicly identify the Client as a Client of MI-ZONE.
- 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 MI-ZONE 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. MI-ZONE 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 MI-ZONE’ defense of such claim. MI-ZONE 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.
- MI-ZONE may, in its sole discretion, modify or update these Terms and Conditions from time to time, and post the update online at marsdd.com. Your continued use of the Service after any such change constitutes your acceptance of the new Terms and Conditions.