The below terms and conditions are applicable to recipients of Hackforge’s Tourism Innovation Lab “Spark” grants.
Windsor Hackforge (“Hackforge”) through its Tourism Innovation Lab and “Spark” Programs provides to individuals or groups of individuals (“Participants”) seed funds, mentoring, educational, and informational services including, but not limited to, information about tourism development, business planning, marketing, partnerships, and funding strategies (the “Services”). The Services, effective as of the date first provided to a Participant, are subject to the following terms and conditions.
1. The Participant agrees to co-operate with Hackforge 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 Participant in connection with its business or otherwise that may rely on any information or opinion received from a Hackforge representative, advisor or mentor during the provision of the Services are solely the responsibility of the Participant. The Participant 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. Hackforge shall not be deemed to have made any representations, warranties or undertakings of any kind to a Participant in relation to the Services. Nothing in these Terms and Conditions shall be construed as precluding or limiting in any way the right of Hackforge to provide similar Services to any person or entity as Hackforge deems appropriate.
2. The Participant is required to provide to Hackforge information about its business or organization and milestone achievements. Hackforge will request updates to ensure it has the most up-to-date and accurate Participant information. When requested, Participants are required to complete surveys and provide feedback to Hackforge in a timely manner. Failure to respond to reasonable requests for information may result in the termination of Hackforge services.
3. Hackforge employees, advisors, contractors and volunteers are under obligations of confidentiality. Both Hackforge and the Participant will keep confidential all information disclosed by one to the other that is not in the public domain provided that Hackforge may use certain confidential or personal information as disclosed herein. Despite the foregoing, the Participant acknowledges and agrees that Hackforge, in providing the Services, leverages its network (including for example external advisors, mentors, business contacts, extended tourism and startup ecosystem resource providers). The sharing of high level information disclosed by Participant regarding its business by Hackforge with its network, for the purpose of providing the Services or supporting the provision of services to “Spark” Program participants generally, shall not constitute a breach of these Terms and Conditions. Hackforge 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 Participant.
4. Hackforge respects the Participant’s privacy and will comply with applicable privacy laws with respect to the Participant’s personal information, as defined in applicable legislation, including all information provided in this document and subsequently provided by the Participant. The Participant expressly consents to Hackforge including personal information collected from the Participant in its files and to the disclosure of the Participant’s personal information in order to provide the Participant with the Service. The use of the Participant’s personal information by Hackforge 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 Participant or the Participant’s company or organization, or to provide the Participant with related information that Hackforge believes may be of interest. Hackforge 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. Hackforge may also disclose such information where required by law.
5. Hackforge may use aggregate information gathered from Participants, that does not identify Participants, 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, or geography.
6. Hackforge and the Participant will promptly disclose to each other any conflicts of interest of which either becomes aware during the provision of the Services.
7. The Participant agrees that it shall not, without prior written consent of Hackforge in each instance, use the name or logo of Hackforge or the Tourism Innovation Lab in any advertising or media releases. Hackforge reserves the right to publicly identify the Participant as a Participant of Hackforge, the Tourism Innovation Lab and the “Spark” Program.
8. 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. If the Participant terminates the Services prior to the end of the agreement period, prior to the completion of the mentorship requirements, and/or prior to the submission of the Progress Report, Hackforge or its partners may not issue subsequent grant payments.
9. The Participant agrees to indemnify, defend and hold Hackforge and its affiliates, and their respective present and future officers, directors, employees, contractors, agents, volunteers, 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. Hackforge reserves the right, at the Participant’s expense, to assume the exclusive defense and control of any claim or other matter otherwise subject to indemnification by the Participant, and in such case, the Participant agrees to cooperate with Hackforge’s defense of such claim. Hackforge shall have no liability to a Participant or its business or organization for any loss or damage whatsoever, whether direct, indirect, special or consequential, which arises in contract, tort, by statute or otherwise. This indemnification clause will survive the termination of the “Spark” Program participation period and this agreement.
10. This Agreement shall be construed in accordance with the laws of the Province of British Columbia and the Province of Ontario and the federal laws of Canada applicable in British Columbia and Ontario. The parties irrevocably agree to bring any action to enforce this Agreement solely and exclusively in the courts of British Columbia or Ontario.
11. 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.
12. Hackforge may, in its sole discretion, modify or update these Terms and Conditions from time to time. Your continued use of the Service after any such change constitutes your acceptance of the new Terms and Conditions.