MyStartr Terms of Service

MyStartr Platform Terms of Service

Last Updated: August 1, 2022.

The MyStartr platform is operated and provided by MaRS Discovery District as part of its MyStartr program. By using the Platform or clicking to accept the Terms, You certify that You are authorized to register for, access, and use this Platform. Through such use or active acceptance, You also agree with MaRS to be bound by these terms and conditions of service (“Terms”). For clarity, the Terms apply both to the Users authorized to act on behalf of the Participants and Participants themselves.

Key Definitions

To start, please note these important defined terms used throughout the Terms:

“MaRS”, “we”, or “us” means MaRS Discovery District;
“MyStartr” means the MyStartr program run by MaRS;
“Participant” means the Youth, Employers, Community Partners, Mentors, or Government (each as defined below) and their respective Users.
“Platform” means the MyStartr platform operated by MaRS in relation to the MyStartr program;
“User” means:
- For Youth: the Youth (along with their legal guardian on their behalf if they are under the age of majority);
- For Employers: the employees, officers, or other representatives of the Employer entity that has agreed to be bound by these Terms; or
- For Community Partners: the employees or other representatives of the Community Partner entity that has agreed to be bound by these Terms.
- For Mentors: the individual Mentor.
“You” means the Participant and / or User as the context may indicate or require;

The MyStartr Program

MyStartr assists youth that face barriers to find meaningful jobs that build skills and experience. The MyStartr program connects diverse, job-ready youth with early-talent roles through hiring, networking, and other events.

In operating the MyStartr program, MaRS engages:

Enrolled youth that are eligible based on the following criteria (“Youth”):
- Aged between 15 and 30 (inclusive);
- Canadian citizens, permanent residents, or protected persons as defined by the Immigration and Refugee Protection Act;
- Legally entitled to work in Canada; and,
- Legally entitled to work according to the applicable provincial/territorial legislation and regulations.
Enrolled corporations as potential employers (“Employers”);
Enrolled community employment agencies (“Community Partners”); and
Government entities that support the MyStartr program financially or otherwise (“Government”).
Enrolled individuals that selected to be mentors under the MentorU MentorME MyStartr program element (“Mentors”).

The Platform’s purposes (“Platform Purposes”) are to facilitate online Participant engagement in the MyStartr program by:

communicating Employer job availability;
communicating Youth availability for jobs;
allowing Youth and Employers to schedule and host job interviews;
permitting Employers to note and store feedback after job interviews, including feedback about the Youth’s performance during the interview;
facilitating Youth mentorship related to interview readiness by Community Partners or MaRS (as determined by MaRS);
facilitating mentor-mentee relationships that focus on career and professional development;
engaging Youth in the Youth Innovation Council;
promoting and offering opportunities to participate in MyStartr launch events, workshops, summits and the like;
developing and offering MyStartr program tools (e.g. handbooks);
compiling data to produce program evaluation reports for funders of MyStartr (e.g. Government) when so required; and
providing other services described in these Terms.

Eligibility

You may only use the Platform if You meet the following criteria:

Youth:
- If You are 15 or older, but not yet an adult, You can only use the Platform if your parent or legal guardian agrees to these Terms on your behalf.
- If You are an adult, but younger than 30 years old, You can use the Service and agree to these Terms on your own.
- If You are under 15 years, You cannot use the Platform as a Youth (sorry!). Please do not access the Platform or provide us with any personal information.
- If You are over 30 years, You cannot use the Platform as a Youth (sorry!).
NOTE: When we say “adult” we mean a person that is the age of majority according to the laws applicable in the place they live.
Employers:

You can use the Platform only if You have authority to act on behalf of the Employer, the Employer is already enrolled in the MyStartr program, and MaRS invites the Employer’s participation by sending a link that enables such participation.
Community Partners:

You can use the Platform only if You have authority to act on behalf of the Community Partner, the Community Partner is already enrolled in the MyStartr program, and MaRS invites the Community Partner’s participation by sending a link that enables such participation.
Mentors:

You can use the Platform as a Mentor only if you accept any terms associated with your mentorship as provided by MaRS after you (i) apply to be a mentor are then accepted as a program mentor by MaRS or (ii) are invited by MaRS to be a mentor.

Services

MaRS will make available MaRS Content and services to You on the Platform (“MaRS Services”), including the following:

For Youth:
- Notifying You about open job postings, upcoming educational webinars, and workshops, and speakers;
- Allowing You to apply for an open job posting;
- Providing access to interview readiness mentorship from Community Partners or MaRS;
- Allowing You to schedule a pre-interview appointment with a Community Partner or MaRS;
- Allowing You to schedule an interview time with an Employer;
- Allowing You to participate in an online interview with an Employer or online interview readiness session with a Community Partner or MaRS;
- Allowing You to participate in mentorship sessions, fireside chats, and other offerings of the MentorU MentorME program element;
- Allowing you to get involved in the Youth Innovation Council;
- Receiving email and SMS notifications based on the user subscription to services concerning any of the above; and
- Any other Youth offering made available on the Platform.

For Employers:
- Notifying You about Youth interested in your open job posting, upcoming educational webinars, workshops, and speakers;
- Allowing applications to your open job posting;
- Allowing You to schedule an interview time with an interested Youth;
- Allowing You to participate in an online interview with a Youth;
- Allowing You to note interview feedback for each Youth candidate, including hiring decisions; and
- Providing Program reports that include solely aggregated data (e.g. data that includes no personally identifiable information belonging to anyone including without limitation Youth Participants).

For Community Partners:
- Notifying You about Youth interested in local job postings, upcoming educational webinars, and workshops, speakers;
- Accessing Youth to provide your assistance;
- Allowing You to schedule a pre-interview appointment with an interested Youth;
- Allowing You to participate in a pre-interview appointment with a Youth;
- Providing Program reports that include solely aggregated data (e.g. data that includes no personally identifiable information belonging to anyone including without limitation Youth Participants).

For Mentors:
- Matching a Youth mentee to you as a Mentor;
- Notifying you about MentorU MentorME events, programming, and other elements;

At times, MaRS will engage third parties to provide a service or offer opportunities through the Platform or in relation to the Platform (“Third Party Interactions”). From the perspective of a Youth, examples of this include (i) Community Partners helping Youth prepare for job interviews, (ii) Employers interviewing Youth for potential jobs, (iii) Mentors engaging with the Youth under the MentorU Mentor ME program, or (iv) third party service providers providing services included in the Platform like video conferencing. You acknowledge and agree that any Third Party Interaction is provided solely by the applicable third party (and not MaRS) and may be subject to any additional terms and conditions set out by the third party.

Engagement in any Third Party Interaction is solely at Participant’s risk. Participant releases MaRS from any and all liability, obligation, responsibility or duty for any third parties controlling Third Party Interactions, their actions, or the outcomes of the Third Party Interactions.

Together, the MaRS Services and Third Party Interactions are referred to herein as the “Services”. In consideration of, and subject to, Your agreement to these Terms, MaRS authorizes You to access and use the Platform and Services under its Terms.

Registration

Youth must register to access and use the Platform and benefit from its Services. MaRS will provide Community Partners and Employers a link to access their pre-populated account. By creating or accessing an account, You permit MaRS to send You information about your use of the Platform, including information required by law.

You are responsible to provide true, accurate, current and complete information requested in any registration forms, including without limitation name, contact information, work experience, and Participant-generated password (“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 in order to access or use a particular Service, these Terms will govern access and use of such information.

You consent to the use of all Registration Information for the purposes described in this Agreement, the MaRS Privacy Policy and otherwise as is necessary to enable MaRS’ 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. You must (immediately upon becoming aware) report to MaRS any compromise or loss of its user credentials or suspected unauthorized use.

Participant agrees that MaRS will not be liable to Participant or any other person for any losses incurred by Participant that are attributable to your or Participant’s breach of this provision and that Participant will be liable to MaRS for losses or damage suffered or incurred by MaRS or other Participants or persons as a result of such breaches.

Reporting and Diversity

As indicated in the Platform Purposes, MaRS may use the information that You provide through the Platform to produce anonymized reports for participating Employers and Community Partners (“Report Recipients”). Reporting may include analysis of hiring rates, retention rates, success of marginalized Youth populations, or other Program impact metrics. Please note that, before sending any information to Report Recipients, MaRS ensures that all personally identifiable information is removed and cannot be matched to any individual Youth participant with any degree of certainty.

If You are a Youth, we may invite You to complete a diversity survey during your registration or use of the Platform. This is an optional survey, meaning you can fully participate in the Platform offerings and MyStartr without completing the diversity survey. MaRS offers Youth the opportunity to provide information in the diversity survey so that MaRS can (i) better understand outcomes of the Program, especially to determine the impact of marginalized Youth population participation in the Program and (ii) report to our Government funding partners if they so require.

Lastly, as it relates to Government institutions that fund the Program, You provide consent to MaRS to disclose information to such Government, including without limitation Your personal information (including diversity survey results if you complete the survey), for the purposes of their evaluation of the Program and its results. All such information will be treated by Government in accordance with applicable laws including Canada’s Privacy Act and You have a right under the Privacy Act to obtain access to any such information made available Government.

Authorized Access and Use of Platform Content.

MaRS authorizes You to access and use the Platform solely for the purpose of searching, accessing, downloading, interacting with, and reviewing Platform Content (in print, audio, video or other provided format) for Your own use in a manner consistent with your role in the Platform Purposes.

“Platform Content” means Third Party Content and MaRS Content.
“Third Party Content” means data, information, content, newsletters, blogs, webinars, images, videos, guides, tools and materials provided by third parties on, or in relation to, the Platform. This excludes any MaRS Content or Participant Content.
“MaRS Content” means all MaRS-provided data, information, content, newsletters, blogs, webinars, videos, guides, tools and materials on the Platform (“MaRS Content”).

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

You acknowledge and agree that except for the limited rights expressly provided in these Terms, nothing in these Terms shall, or shall 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 Platform Content or the Platform. All rights to access and use the Platform and Platform Content shall terminate on any termination of these Terms. MaRS reserves all rights not expressly granted to You hereunder.

You shall 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.

Participant Content and Ideas

When using the Platform, You may upload content, data, or materials on behalf of the Participant (“Participant Content”).

Here are some examples of Participant Content:

Youth: name, contact information, photograph, information about job seeking.
Employers: corporate name, contact information, photograph, job description, website.
Community Partners: corporate name, contact information, photograph.

Each Participant grants 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 with other content and materials, edit, translate, transcribe, close caption and otherwise store, use and process all Participant Content (in whole or in part, as is or as may be edited) and any materials based upon or derived therefrom as required to perform the Platform Purposes. Participant hereby waives all moral rights (and all other rights of a like or similar nature) that Participant may have in the Participant Content in favour of MaRS (and any third party authorized by MaRS to use such Participant Content).

MaRS welcomes feedback and may implement your feedback from time to time to improve the Platform, MyStartr program, or the businesses of our Employer or other program partners. It’s important You understand that if You send us any comments or ideas about the Service, or over the course of participating in the MyStartr program (e.g. AskME sessions or Youth Lab sessions) (collectively, “Ideas”) You agree to the following:

Ideas are licensed to MaRS and/or Employers (as applicable) in perpetuity for use, reproduction, performance, publishing, creating of derivative works, making, selling, or importing in any media now known or herein after known, across the world.
We do not, and will not ever, need to pay You to use the Ideas.
We can use the Ideas in any way we see fit.
We don’t waive any right to use any similar or related idea that we already created or obtained.

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 at our own risk. MaRS has no liability for any damage or loss concerning the accuracy of Third Party Content or Participant’s access to, or use of, or reliance on, any Third Party Content.

All Third Party Content is used by You in Your own discretion and at Your sole risk.

Restrictions and Requirements.

You agree that in accessing and using the Platform You will:

only use the Platform for Your own lawful purposes that are consistent with your role in the Platform Purposes and in accordance with these Terms;
not attempt to undermine the security or integrity of the Platform;
not attempt to gain unauthorized access to any Platform Content or other parts of the Platform other than those to which You have been given express permission by MaRS;
not collect, aggregate, copy, scrape, duplicate, display or derivatively use the Platform;
not use any device including, but not limited to, a frame, border environment or other framing technique to reproduce any portion of the Platform on another site or platform;
not post or transmit any unwanted communications to other Participants including, unlawful, threatening, abusive, libelous, defamatory, discriminatory, obscene, vulgar, indecent, inflammatory, violent, fraudulent, infringing, sexually explicit, pornographic, or profane material or ‘spam’;
violate, plagiarize, or infringe the rights of us or third parties including, without limitation, copyright, trademark, patent, trade secrets, rights of publicity or privacy or any other intellectual or proprietary rights;
not permit any other person to use Your username and password;
comply with any acceptable use or other policies made available on or through the Platform;
be 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;
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; or
utilize industry standard tools to detect and remove, and not transmit, or input to the Platform, any harmful code, virus, malicious code or other items of a malicious nature.

Links.

In addition to Third Party Interactions, the Platform may, as a convenience and without obligation or liability to Participant, provide links to third party sites. Participant acknowledges that MaRS does not operate and has no responsibility for any content or services provided on any third party sites and that Participant accesses and uses any third party site and content and services in its discretion and at its sole risk and subject to any terms and conditions and policies made available on such third party sites, and not these Terms. Participant irrevocably releases MaRS, its 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 Parties”).

Parties from any and all claims and liability associated with Participant’s access to or use of any third party site, content or services accessed through any such links.

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).

Compliance.

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

Acknowledgements.

User and the Participant acknowledge and agree that:

MaRS is not responsible for confirming the authority of any Participant to access and use the Platform in the manner described in these Terms;
the Participant is responsible for any misuse of the Platform by the User;
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; and
the Platform and any Platform Content is not a substitute for independent professional advice and You should obtain any appropriate professional advice relevant to Your particular circumstances. MaRS cannot guarantee and assumes no legal liability or responsibility for the accuracy, currency, completeness or interpretation of any Platform Content.

Confidentiality

In furtherance of its role on the Platform and the Platform Purposes, Participant may gain access to non-public information belonging to another Participant or MaRS (“Confidential Information”). Each Participant agrees never to disclose Confidential Information belonging to another Participant or MaRS unless such disclosure is (i) made to MaRS in furtherance of the Platform Purposes, (ii) required by required by law, regulation, or other governmental authority, or (iii) permitted with the prior written approval of MaRS or the Participant that is the subject of the Confidential Information.

Privacy Terms.

Where personal information is collected in connection with Participant’s registration and use of the Platform, the collection, use and disclosure of personal information shall be in accordance with MaRS privacy policy available here (‘MaRS Privacy Policy’). Participant is responsible for its compliance with all applicable privacy laws and covenants that all personal data and information provided to MaRS or uploaded to the Platform or any Services is provided in compliance with all applicable laws. The MaRS Privacy Policy forms part of these Terms.

You acknowledge and agree that MaRS may operate the Platform and store content and data (including Participant Content and personal information) using services, infrastructure and software provided by Third Party Interaction providers, which may be located in a jurisdiction outside of Canada.

You acknowledge and agree that, as it relates to Government institutions that fund the Program, You provide consent to MaRS to disclose information to such Government, including without limitation Your personal information (including diversity survey results if you complete the survey), for the purposes of their evaluation of the Program and its results. All such information will be treated by Government in accordance with applicable laws including Canada’s Privacy Act and You have a right under the Privacy Act to obtain access to any such information made available Government.

As a Youth, you acknowledge and agree that MaRS may disclose information you provide on the Platform to Employers, Community Partners, or Mentors solely to achieve the Platform Purposes. This includes, without limitation, disclosing your contact information, name, employment status, experience level, educational status, desired field of work, and the like. Employers, Community Partners, or Mentors are permitted to use this information solely to achieve the Platform Purposes.

You may update your personal information by logging into the Platform and updating your profile information. You may request for your personal information to be deleted by emailing [email protected] and describing your specific request.

Communications.

As indicated in the Platform Purposes section, we may use your contact information to contact you about the Platform or MyStartr program (e.g. events, interview preparedness sessions, job interviews, etc.); this includes communications sent by email, phone, or text message. At any point, you can use the Platform’s Communication Preferences functionality to select or de-select the type of communications you desire to receive from us.

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 the Participant and the Platform. Participant acknowledges that it is Participant’s responsibility to use a secure connection to access the Platform and that Participant is solely responsible for implementing security safeguards to protect the Participant when accessing and using the Platform, including to take precautions against viruses, worms, trojan horses and other items of a disabling or destructive nature.

Indemnity.

Participant agrees to indemnify, release and forever hold harmless MaRS and the other MaRS Parties from any and all claims, actions, demands, causes of action, suits, debts, damages (including without limitation, direct, indirect, special, incidental, exemplary, punitive, third party or consequential damages) 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, Participant’s use of the Platform and/or Platform Content and/or Services or breach of these Terms.

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) MERCHANTABILITY; (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; (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.

Limitations and Exclusions.

The MaRS Parties shall 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 Participant or any other person in any connection with Your access to or use of (or inability to access and use) the Platform and Platform Content and any Services, including any liability for: (a) interruptions and communication line failures; (b) Participant’s 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) Participant’s (or any other person) use of or reliance on, the Platform or Platform 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, Service or the Platform.

The limitations and exclusions of liability set out herein shall 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 or 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 pf 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 and or Platform Content or any Service shall not exceed the greater of ten dollars ($10 CAD) 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.

Term and Termination.

These Terms shall remain in force unless and until terminated. If You breach any of these Terms or are engaging in other misconduct or acts that MaRS determines are harmful to MaRS or the Platform, 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. 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.

Entire Agreement.

These Terms constitute the entire agreement between You and MaRS pertaining to use of the Platform or its related services and supersedes all other agreements, understandings and discussions between the parties hereto in relation to such subject matter, whether oral or written. In the event of any conflict between these Terms in relation to such subject matter and any other agreement between You and MaRS, these Terms shall prevail as it relates to use of the Platform or its related services.

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 the terms of these Terms are revised, Participants will be required to agree to the updated Terms the next time the Participant logs in to the Platform. If Participant does not agree to the revised Terms, Participant will not be permitted to continue accessing the Platform and use the Services. These Terms cannot otherwise be amended or modified.

General Terms.

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 [email protected] and (ii) Participant at electronic email address provided in the Participant’s log in credentials. For notices sent by email the date of receipt will be deemed the date on which such notice is transmitted.

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 ce “Terms” soit rédigé en anglais. The parties hereto hereby waive any right to use and rely upon any other language.

Law and Jurisdiction. These Terms shall 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.

Assignment. These Terms shall be binding upon and shall 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) without the prior consent of MaRS. MaRS may assign these Terms without Your consent at any time.

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

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, shall 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.

Severability. If any provision of these Terms are 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 shall not be affected thereby, and each such provision of the Terms shall be valid and enforceable to the extent granted by law.

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.

Force Majeure. MaRS shall 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 Participants, 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.

Interpretation. In these Terms: (a) 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; (b) “including” means “including without limitation”, and “includes” means “includes, without limitation”; (c) unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders; (d) 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; (e) all MaRS stated rights and remedies are not exclusive and are in addition to any other available rights and remedies.

Survival. The provisions of Sections 5, 6, 7, 8, 9, 11, 12, 14, 15, 16, 18, 19, 20, 21, 23 and 25 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, shall survive the termination or expiration of all or any part of the Terms for any reason.