TechAlliance is the place for dreamers, innovators, and world-changing ideas. We empower world-class ventures and fuel growth in Canada’s innovation economy. We do this collaboratively by championing, coaching, and amplifying businesses, while fostering a vibrant technology community of innovators. Our team is here to guide you on your entrepreneurial journey, assist with commercializing your product and get you to where you want to go. In order to provide you with talent upskilling and business advisory services, there are various pieces of information that we’ll need from you. These requests help us to improve our service and promote the strength of Southwestern Ontario’s tech ecosystem. Details about what we both give and get are included in the agreement below.
Just in case you don’t have a law degree, we’ve added a plain-language explanation to each section of these terms of service. None of us like reading the legal nitty-gritty, but it’s important to protect both sides of our relationship. The plain-language explanations are provided for convenience only and are not legally binding on any party to these Terms. If anything in these Terms makes you scratch your head, just ask your Startup Advisor and we’ll make sure it’s clear.
- These terms of service (“Terms” or “Agreement”) are a legal agreement between TechAlliance of Southwestern Ontario (“we”, “us”, “TechAlliance” or “our” as context dictates) of 333 Dufferin Ave, London, Ontario N6B 1Z3 and you (“Client”, “you” and “your” as context dictates). By accessing or using the Services (as defined below) provided to you by or on behalf of TechAlliance, you agree to these Terms. These Terms are the only terms that govern the provision of the Services, and supersede all other written or oral agreements and communications between you and TechAlliance with respect to the Services.
- The following types of organizations are disqualified from being a TechAlliance company:
- Companies that promote violence, incite hatred or discriminate on the basis of race, national or ethnic origin, colour, religion, sex, age or mental or physical disability.
- Companies deemed to be profiting in any way from financially-vulnerable people.
- Companies that operate any form of sexually exploitive business.
- Political parties, governments or companies owned by anyone holding political office at any level of government.
- Any company or organization that otherwise doesn’t operate within generally accepted Canadian standards of conduct, an assessment left solely to TechAlliance’s discretion.
What this means: In life, we are all judged by the company we keep and it is no different at TechAlliance. We have been successful over the years with our client companies because we are selective in who we work with. Our ability to help you is rooted in part in our networks and reputation, these Terms are intended to ensure TechAlliance resources are devoted to companies that align with our guiding principles. That way, everyone wins.
- These Terms govern all services that may be provided to you by or on behalf of TechAlliance, which may include programming, mentorship and education, providing information about business planning, sales, marketing, talent access, financing, IP and funding strategies and other applicable topics to support starting and scaling a technology business (the “Services”). You understand and agree that TechAlliance may change the Services from time to time. Where such changes occur, TechAlliance will notify you in accordance with these Terms.
- Client Data: You agree to provide info about your business to TechAlliance.
By working with us you agree to provide us with information about your business such as business address, business name, business structure and/or ownership, CRA number, capital raised, grants received, employee counts, revenue generated and number of patents, trademarks, copyrights and licenses filed and granted. This information may be requested and reported at a company level or at an aggregated level (i.e. non-specific to particular companies) for reporting purposes. When requested, you will provide information (including through surveys as appropriate) to us in a timely manner. Failure to respond to reasonable requests for information may result in the termination of our provision of the Services to you. Any data gathered by TechAlliance will be subject to the confidentiality requirements set out in these Terms. For further clarity, key company data gathered for TechAlliance’s reporting purposes is stored and accessed with the highest standards of data security.
What this means: We are mandated by the parties that provide us with funding (i.e. the government – federal, provincial, municipal) to collect and share data that demonstrates that the companies we support (that’s you) are creating a positive economic impact in Southwestern Ontario and beyond. To demonstrate this, we take the data that you share with us and pass it along – showcasing how many jobs have been created, how much capital raised – and all that fun stuff. Essentially, this is our scorecard with our investors. Without sharing the data that we need to, we won’t continue to receive the funding that allows us to provide our services at little or no cost to you and your team.
- Confidentiality: We won’t disclose information unnecessarily.
Each of us will use commercially reasonable efforts to protect the other’s Confidential Information (defined below). However, we do note that TechAlliance may leverage its network (including for example external advisors and mentors) to provide the Services, and may share high level Confidential Information regarding your business or technology with our network for the purpose of providing the Services or supporting the provision of services to Canadian startups and scaling companies generally. We may also disclose more detailed Confidential Information about you to: (a) external advisors that are legally obliged to maintain the confidentiality of this information; (b) others after your verbal or written consent; or (c) the government as outlined above. We also note that TechAlliance’s confidentiality obligations do not prevent us from using any know-how, techniques and information developed or learned by, and retained in the unaided memory of, one or more of the TechAlliance employees, volunteers or contractors (“TechAlliance Personnel”) who provided Services.
“Confidential Information” includes, without limiting generally accepted meanings of that term, all information relating to our respective businesses, operations, activities, Intellectual Property and other assets (including files and materials relating to or otherwise containing any Intellectual Property disclosure or other proprietary information), working files created by TechAlliance, information relating to or submitted as part of any application for funding, programming and other services, related history files, funding policies, research, data, banking information, financial information, information concerning contracts, liabilities and know-how, but does not include the following:
(i) information in the public domain (provided that it does not become part of the public domain through any act or omission, either direct or indirect, of either of us);
(ii) information received from a third party who is lawfully in possession of and has the right to disclose the same; and
(iii) information that we agree, in writing, with the other party to release.
Confidential Information also includes all tangible and intangible information (whether written or otherwise recorded or oral) that derives independent economic value (actual or potential) from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (“Trade Secrets”).
“Intellectual Property” includes any intellectual property or similar proprietary rights, including rights in and to domestic or foreign patents and patent applications, inventions (whether or not patentable), concepts, designs, ideas, processes, products, technologies, discoveries, copyrights, copyrightable or copyrighted works, apparatus, Trade Secrets, trademarks, domain names, web site content, mask works rights, know-how, data and database rights and rights in software and all documentation thereof.
What this means: We will keep your sh!t locked down and you will similarly keep our’s locked down. We know that your business data is of strategic importance to you and we take our obligation for confidentiality very seriously. We do, however, occasionally have to share data to secure additional services for you or to demonstrate economic impact to our government partners.
What this means: Like your business data, we also understand the personal information we receive about you or other members of your team is important to protect and keep confidential. We apply recognized principles to safeguard your personal data and we’ll keep everything that you need us to on the down low.
- Fees: What you might need to pay for.
You agree to pay fees for certain Services, including an annual fee for membership at TechAlliance, talent upskilling, courses, and premier events. You agree to provide TechAlliance with accurate billing and contact information.
What this means: Most startup activities through TechAlliance will be provided to you free of charge or at minimal cost.
- Disclaimer: Our advice is just that, advice, not a guarantee.
You acknowledge and agree that all decisions and actions that you undertake in connection with or as a result of any Services are at your sole risk and responsibility. Services, including any information provided by TechAlliance, its affiliates, and their third-party providers, licensors, distributors or suppliers (collectively, “Suppliers”) are for educational purposes only and do not constitute financial, business or legal advice. You shall not rely on or act on any information delivered by TechAlliance pursuant to the Services without obtaining your own independent financial, business and/or legal advice. All Services are offered by TechAlliance on an “AS IS” basis. To the maximum extent permitted by applicable law, TechAlliance, its affiliates and Suppliers disclaim all liability associated with, all warranties (express or implied), including any warranty that any Services are fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any Intellectual Property rights, or the accuracy, reliability, quality of content in or linked to the Services. TechAlliance, its affiliates and Suppliers disclaim any representations or warranties that your use of the Services will satisfy or ensure compliance with any legal obligations or laws or regulations.
What this means: We aren’t flying by the seat of our pants over here – but we are providing advice to each of our members based on the information available to us, with the hope and goal of helping your business succeed. This is on a best effort basis – we want to help your business succeed but our advice does not guarantee any specific outcome. We won’t be held responsible or accountable for what happens with your business. We will, however, be there to congratulate you on your successes and help you navigate any challenges that you may encounter.
Basically, we’re here for you, we’re rooting for you and we promise to do our absolute best to help you in whatever way you need.
- Non-Exclusivity: We support all entrepreneurs.
Nothing in these Terms shall be construed as precluding or limiting in any way our right to provide similar Services to any person or entity as TechAlliance deems appropriate in its sole and absolute discretion. You may solicit, and receive services from any other ecosystem partner in the region.
What this means: We work with multiple companies in many sectors and some of them may be your competitors. As per the confidentiality clause, your data and company information will never be shared with other members or companies in the TechAlliance network. We’ll disclose conflicts amongst our advisors so you can decide with whom you work. You are also free to work with anyone you choose to, including ecosystem partners who also want you to succeed.
- Client Intellectual Property and Intellectual Property Rights.
You will retain ownership of any work product created by you in connection with the Services and any background technology owned by you prior to receiving the Services, including all Intellectual Property rights therein. You will from time to time receive materials from advisors or from courses, sessions or other experiences which is offered by us directly or indirectly. Unless otherwise specified in writing at the time of receipt, all such material is subject to copyright and other Intellectual Property rights and no rights are granted to you in such content other than for the purposes for which the content was initially shared with you.
What this means: In order to provide you with business support, we need to know certain things about your business, but your IP is and always remains yours. TechAlliance does not take ownership in a client’s IP. We also may be providing you with content where our licensors retain all rights, i.e. through our webcasts, workshops and the like.
- Restricted Actions.
You will not, nor allow any of your representatives, agents, officers, directors, shareholders, partners or employees to: misrepresent your identity; make use of our Services to do anything other than to carry out activities which are normally related to activities conducted using our Services; violate any Laws; make statements about us on any topic, particularly regarding our Services, which could reasonably be considered false or misleading; willfully tamper with the security of our Services, including attempting to probe, scan or test the vulnerability of any of our websites or to breach its security or authentication measures; share any sensitive data with us which, in the normal course of events, would demand special handling and introduce a security burden on us that is not agreed upon by us in writing in advance of receipt of such data; transmit any information, through our Services or in any other manner, which may be: (1) unlawful, threatening, abusive, libelous, defamatory, harassing, fraudulent, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane; (2) in violation of a third party’s intellectual property rights; or (3) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, any other form of unauthorized solicitation or any form of lottery or gambling); (4) contains or installs any viruses, malware, or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or (6) violates the privacy of any third party; or attempts to gain unauthorized access to our Services or our computer systems or networks through hacking, password mining or any other means.
What this means: We’re a cool bunch but we need to keep things professional. We ask that you enjoy our services within the normal boundaries of the average client-service relationship. Anything off-side or inappropriate may mean the cancellation of your use of our Services or other potential legal action.
- Credit: Making our role known.
TechAlliance requests that you acknowledge TechAlliance as a source of support in publicity, where appropriate. However, you agree that you shall not, without our prior written consent in each instance, use the trademarks or logo of TechAlliance in any advertising, publicity or otherwise. We reserve the right to publicly identify you as our client.
What this means: We would like to make sure that both your business and TechAlliance’s corporate brand are represented in a consistent manner – one that also provides clarity to the nature of our relationship. Client companies may use our logo, with permission, on client-owned collateral with regards to partners. Please contact your Startup Advisor for guidelines, permissions and access to assets.
- Termination: Either of us can walk away at any time.
TechAlliance may, in its sole absolute discretion and without notice, restrict, deny, terminate or suspend any Services effective immediately, in whole or in part, if we determine that your use of the Services violates these Terms, is improper, or raises suspicion of fraud, misuse, security concerns, illegal activity or unauthorized access. Upon such termination, you must immediately stop using the Services and any outstanding payments will become due.
In any other case, either you or TechAlliance may, upon providing written notice, end its relationship with the other party provided that you will still be subject to any reporting obligations which apply for the period in which you last received Services and you will be obligated to report outcomes as required by any existing contractual agreements. All rights that we or our licensors grant you in our programming material, except for any irrevocable rights in any materials provided to you for your use, shall terminate if you decide to no longer utilize the Services. Any termination of these Terms shall not affect TechAlliance’s rights to any payments due at the time of termination.
Sections 4, 8, 9, 11, 12, 14, 15, 17, 19, 23, 24, 25 and this Section shall survive termination of these Terms.
What this means: We’re not bound to keep working together if one or both of us decide it’s not working out, but we do need to make sure we both fulfil our reporting obligations to the folks who fund TechAlliance.
- Indemnification: Scenarios where you will cover us.
You will indemnify, defend and hold TechAlliance and its affiliates, and its and their respective officers, directors, stakeholders, owners, agents, employees, information providers and licensors harmless from and against any and all claims, liability, losses, costs and expenses (including costs and legal fees) arising from or incurred in connection with your, or your representatives, agents, officers, directors, shareholders, partners or employees: (a) use of the Services; (b) actions that result in injury or death of a person or loss or destruction of any TechAlliance or third party property; (c) untruthfulness or inaccuracy regarding any information provided to TechAlliance; (d) negligence, willful misconduct or fraud; or (e) your Intellectual Property (including any alleged or actual violation of third party’s Intellectual Property rights) or any products, services or business associated with you (collectively, “Claims”). TechAlliance reserves the right, in its sole discretion, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by TechAlliance in the defense of any Claims.
What this means: You agree to take care of and protect TechAlliance in the event that you or your organization commits an action that causes us harm (fraud, death, injury – the works) or causes a third party to engage legal recourse against TechAlliance (sues us, basically).
- Limitation of Liability: Limits on risk exposure.
To the maximum extent permitted by applicable law, the entire liability of TechAlliance, its affiliates and Suppliers for all claims relating to this Agreement shall be limited to the greater of (a) $500 or (b) the amount you paid for the Services during the 6 months immediately preceding such claim. Subject to applicable law, TechAlliance, its affiliates and Suppliers are not liable for any of the following: (a) indirect, incidental, special, consequential, exemplary or punitive damages arising from or relating to your use of the Services; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet TechAlliance system requirements. The above limitations apply even if TechAlliance has been advised of the possibility of such damages. This Agreement sets forth the entire liability of TechAlliance, its affiliates and your exclusive remedy with respect to the Services and its use. Except in respect of your indemnification obligations which are not constrained by this section, your total aggregate liability of for all claims arising under or related to any Services, under any and all theories of liability (including without limitation breach of contract, breach of warranty, negligence, bailment, tort, and strict liability), will not exceed the total amount paid by you to us for the Services during the 12 months immediately preceding the date of such claim.
What this means: As a non-profit, we hope to limit our liability and we don’t want to see you incur any extra risk either. Please don’t violate these Terms and play nice with others, and with us, and you’ll likely never have to worry about the legalese here.
- Governing Law: Which regional rules apply.
These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
What this means: We’re all going to follow the laws of Ontario and of Canada.
- Dispute Resolution.
Suggestions or complaints about us, the Services or any related person or items should be made first to your Startup Advisor or the Senior Director of Venture Growth & Corporate Innovation and if not resolved, escalated to the CEO of TechAlliance. Any dispute arising in respect of the Services you receive which cannot be resolved by discussion between you and TechAlliance shall be determined solely and exclusively by arbitration administered by a jointly selected arbitrator pursuant to the the Arbitration Act, 1991 S.O. 1991 c. 17 (the “Act”). The arbitration shall be conducted in London, Ontario, Canada by one arbitrator. If the parties are unable to agree on the arbitrator, the arbitrator shall be selected pursuant to the Act. Except as otherwise provided herein, the arbitrator’s award shall be limited to compensatory damages against either party. The decision by the arbitrator shall be binding and conclusive on the parties and such determination shall constitute an award pursuant to an arbitration upon which judgment of a court having jurisdiction may be entered. The arbitration proceedings shall be confidential and private, as permitted under law. Materials submitted in connection with such proceedings shall not be admissible in any other proceeding, provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures required by law or to any governmental authority to which TechAlliance reports in respect of services provided to clients.
What this means: We agree to not fight in court.
- Relationship of Parties: We’re just friends.
Our relationship is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between us, and neither of us shall have authority to contract for or bind the other in any manner whatsoever.
What this means: Both you and TechAlliance make decisions independently.
- Enurement: Agreement is only limited to certain parties.
These Terms will be binding on and shall enure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any legal or equitable right or benefit of any nature whatsoever under or by reason of these Terms.
What this means: These Terms only apply to us, you, and anyone in the future who legally assumes the responsibilities of your company and/or of TechAlliance.
- Interpretation: please do read the legalese
The headings in these Terms and the explanatory notes are inserted for convenience and reference only and are in no way intended to describe, interpret, define, affect the construction of or limit the scope, extent or intent of these Terms.
What this means: We’ve done our best to break down the legal speak and language in this document – but you should focus on and read the real deal text. The information in each of the headings and “what this means” sections were added contextually. They are not technically a part of the agreement, but they’re our way of trying to help break down all the legal jibber jabber.
- Entire Agreement: These terms are the primary terms of service in respect of the Services you receive.
These Terms constitute the entire agreement between us with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. We each acknowledge that certain other policies and terms of services (“Other Policies”) in respect of utilization of the TechAlliance space or utilization of its infrastructure may also exist and generally apply to you. To the extent there’s a conflict between these Terms and such Other Policies, these Terms will govern. TechAlliance may, in its sole discretion, modify or update these Terms from time to time, and post the update online at TechAlliance.ca. Your continued use of the Services after any such change constitutes your acceptance of the revised Agreement.
What this means: As a client of TechAlliance, you are bound by these Terms primarily when you receive Services. However, since TechAlliance offers a lot of benefits to client companies, other rules may also apply to you in respect of other things you avail through us (i.e. space at our location, participation in one of our events). But in respect of your Services, the terms here will rule.
Other stuff our lawyers want you to know
- Independent Legal Advice: You may choose to have someone explain your legal risks.
You may obtain independent legal advice regarding these Terms and their effect on you. You have either obtained such advice or voluntarily chosen not to do so.
What this means: You are welcome to have a lawyer review this document before starting to use our Services, since the terms here will apply to you.
- Feedback and Suggestions.
You provide us an irrevocable, royalty-free license to utilize any feedback and suggestions you make to us. We don’t have the obligation to make any use of such feedback or suggestions. You will not have any expectation for remuneration or acknowledgement for such use by us.
What this means: Your advice is free and without conditions.
- Severability: When certain clauses don’t apply.
If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall apply to the term or provision only to the extent of that invalidity or unenforceability and shall not affect any other term or provision of these Terms.
What this means: If a term in this agreement is found to be illegal, invalid or unenforceable in any way – the clause of that term is severed, not the entire Terms of Service.
- Force Majeure: When the uncontrollable happens.
No party will be liable for any non-performance or delay in performance of any term of this Agreement by that party when and to the extent that such failure or delay is due wholly or in part to fire, flood, pandemic, any act of God, riot, act of war (whether or not declared), terrorism, change in law or any other cause beyond the reasonable control of the party.
What this means: Sometimes really uncontrollable stuff happens – like a tornado filled with sharks, killer bees or you know, a global pandemic. In case any of this completely out of our and your control, sh!t happens, you and TechAlliance won’t be held liable for non-performance – but we’ll still not be free to breach other aspects of the Terms (confidentiality or restrictions found in the Terms).