Terms and Conditions of the MaRS Discovery District (“MaRS”) JOLT Program

The following Terms & Conditions apply to participants in the MaRS JOLT Program (“Participants”):

1. USE OF THE MARS COMMONS SPACE

1.1 Use of the MaRS Commons space does not constitute a lease or sublease but is only a license to use the MaRS Commons.

1.2 Participation is a privilege that may be revoked at MaRS’ sole discretion. If participation is revoked, Participant must forfeit its keys and pass card.

1.3 Participant must not maintain or store any goods or equipment in common areas of the premises that have not been expressly designed for such purpose.

1.4 Participant cannot without permission from MaRS post signs, host events, or otherwise use the MaRS Commons in ways that may impose on the interests of MaRS or other Participants.

1.5 Participant must not act in a manner that in MaRS’ sole discretion does or is likely to adversely affect the peaceful operation or enjoyment of the MaRS Commons, the MaRS Center, or the building’s occupants, guests, or contractors.

1.6 Participant must not engage in any illegal activity in the MaRS Commons or in or around the building in which the MaRS Commons is located, including but not limited illegal online activity.

1.7 Participant must not engage in any online or business activity of any sort that may damage or impair the functioning of the MaRS Commons or its services, including but not limited to overburdening or impairing any servers or networks connected to the MaRS Commons.

1.8 Participant must not engage in any online or business activities of a questionable moral character that may damage or otherwise adversely affect MaRS’ or the MaRS Commons’ reputation, or the reputation of others participating in the MaRS Commons, including but not limited to using the MaRS Commons or its services in connection with downloading or using trademarked or copyrighted material without permission, pyramid schemes, spam, identity theft, defaming or harassing others, or uploading or downloading profane or indecent material. In cases where a judgment call remains to be made, such judgments will be made at the sole discretion of MaRS.

1.9 Participant will not hold MaRS or its employees or agents responsible for the loss, theft, or damage of Participant’s personal belongings including but not limited to laptop computers, cell phones, clothing, bags, wallets, or books.

2. CONFIDENTIAL INFORMATION

2.1 Participant agrees to maintain the confidentiality of information disclosed in the course of participating in the MaRS JOLT Program observed live, recorded, or in any other manner as set out herein.

2.2 For purposes hereof, “Confidential Information” shall mean information or material obtained from another Program participant (the “Disclosing Party”) or observed while attending a Program session. By example and without limitation, Confidential Information includes all information which may be disclosed verbally, in writing, electronically or in any other form, or displayed visually or otherwise made available by a disclosing party or any of its subsidiaries, affiliates or representatives in connection with the MaRS JOLT Program including, without limitation, the contents of an innovation/idea, a proposal, a business plan, or a statement of work or other pertinent document to be protected.

2.3 Participant shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information.

2.4 Participant will use commercially reasonable efforts to keep the Confidential Information secure from any third party access.

2.5 Participant shall ensure that all of its representatives (“Representatives”) maintain the confidentiality of the Confidential Information as if such Representatives were parties hereto, and the Participant shall be responsible for any breach of confidentiality by its Representatives. The Participant may only disclose the Confidential Information of the Disclosing Party to a third party approved in writing by the Disclosing Party.

2.6 The Participant may disclose Confidential Information where required by law, including pursuant to an order of court, administrative tribunal or other body having the power to compel the production of Confidential Information. Such disclosure shall be made only to the extent required by law. To the extent permitted by law, the party required by law to disclose the Confidential Information shall promptly notify the Disclosing Party of the obligation so that the Disclosing Party may intervene. The party required to make the disclosure shall assist the Disclosing Party, at the Disclosing Party’s expense, in any attempt to obtain any protective order or other remedies to protect the confidentiality of the Confidential Information.

2.7 Confidential Information does not include information which is:

(a) already known by the Participant at the time of disclosure without an obligation of confidentiality;

(b) publicly known or becomes publicly known through no unauthorized act of the Participant or any other person to whom the Participant discloses any of the Confidential Information;

(d) independently developed by the Participant without using Confidential Information.

2.8 The obligation to keep Confidential Information confidential shall continue for a period of three (3) years after the date of disclosure of the specific Confidential Information. Each party hereto agrees that the term of this Agreement shall survive termination of any relationship among the parties hereto.

2.9 Participant acknowledges that each other Participant is solely responsible for compliance with its own obligations, and MaRS is not responsible for ensuring compliance by the other participants. As such, each Participant must assume responsibility for the information that it chooses to disclose to the other Participants in the Program.

3. USE OF MARS CONTENT

3.1 The Participant and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors acknowledge that use of MaRS services including the MaRS JOLT Program services (collectively, the “Services”) may provide Participant with access to data, information, software, photographs, audio and video clips, graphics, links and other material (collectively, the “Content”) that is protected by copyright, trade-mark or other proprietary rights of MaRS or third parties, including but not limited to product names, logos, designs, titles, and words or phrases which may be registered in certain jurisdictions. The Participant agrees to comply with any additional copyright trade-mark or other notices, information or restrictions contained in or on any of the Content.

3.2 The Participant may not modify, publish, communicate, translate, adapt, sell or otherwise transfer, reproduce, create derivative works from, distribute, perform or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Agreement and in the specific terms under which the Participant receives access to Content. Content consisting of downloadable software may not be reverse-engineered unless specifically authorized by the owner of the software’s patent and copyright.

4. USE OF ADVICE

4.1 The Participant acknowledges that the Service from time to time may provide business advice, including analysis, recommendations and plans, which may be in written or verbal form (collectively, the “Advice”).

4.2 The Participant is granted a limited license to display on a computer, download, print, reproduce, communicate and use the Advice only for business and informational purposes or for educational, teaching and training purposes. The Participant may not use the Advice for any commercial purpose other than the operation of the business.

5. DISCLAIMER OF WARRANTIES

5.1 None of MaRS or any author, owner or provider of the Content or Advice, or their respective agents make any representations or warranties of any kind, either express or implied, that:

• The Service, the Content or the Advice will be uninterrupted or error free;

• MaRS has title to all or any part of the Service, Content or Advice;

• The results to be obtained from use of the Service, the Content, or the Advice will be accurate or reliable;

• The Service or any Content or Advice will be merchantable or fit for a particular purpose;

• Any files available for downloading through the Service will be free of viruses or similar contamination or destructive features.

5.2 The Service, the Content, and the Advice are distributed on an “as is, as available” basis.

5.3 While the Content and the Advice is believed to be accurate at the time that it is made available as part of the Service, MaRS does not warrant or represent that any Content or Advice will be accurate or reliable. The Participant acknowledges that any Content or Advice 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.

5.4 The Participant acknowledges and agrees that the Content and/or Advice should not be solely relied upon, and as part of the Service, the entire risk as to the quality and performance of the Service and the accuracy or completeness of the Content and Advice is assumed solely by the Participant.

6. INDEMNITY AND LIMITED LIABILITY

6.1 The Participant agrees to indemnify, defend and hold MaRS and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively, the “MaRS Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including costs and legal fees) incurred in connection with any use or alleged use of the Service under the Participant’s user name by any person, whether or not authorized by the Participant. MaRS reserves the right, at the Participant’s expense, to assume the exclusive defence 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 MaRS’ defence of such claim.

6.2 In no event shall MaRS, or its agents, employees, members, shareholders, or guests be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever, including but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty, negligence, and any other pecuniary or other loss whatsoever, arising out of or in any way related to the participation in or inability to participate in or use of the MaRS Commons or the Services, Content or Advice, the provision of or failure to provide Services, Content or Advice, or otherwise under or in connection with any provision of this Agreement.

7. PRIVACY

7.1 MaRS respects the Participant’s privacy and will apply recognized principles to our dealings with the Participant’s personal information including all information provided in this document.

7.2 The Participant expressly consents to MaRS including personal information collected from the Participant in its files and to the disclosure of the Participant’s personal information to MaRS Parties in order to provide the Participant with the Service or Advice. The use of the Participant’s personal information by the MaRS Parties shall be limited to that which is reasonably necessary to provide Participant with the Service or Advice or to provide the Participant with related information that the MaRS Parties believe may be of interest. The Participant’s personal information will be kept confidential within the MaRS client management system in accordance with applicable privacy laws.

8. COMMUNICATION AND PUBLICITY

8.1 To the extent possible, Participant is required to provide to MaRS information about its business and milestone achievements including, but not limited to, capital raised, jobs created, revenue and intellectual property created. MaRS will request regular 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 MaRS in a timely manner. Failure to respond to reasonable requests for information may result in the termination of MaRS services. All information will be treated in accordance with MaRS’ privacy policies. MaRS may use aggregate information gathered from Participants that does not identify Participants for its reporting requirements and to improve its services.

8.2 From time to time MaRS will send newsletters and other optional email information to keep Participant abreast of activities and opportunities that may be of interest to Participant and assist Participant in growing its business. Participant has the ability to opt out of these general communications at any time.

8.2 MaRS requests that Participant acknowledges MaRS as a source of support in any publicity, where appropriate. Participant agrees however that it shall not, without prior written consent of MaRS in each instance, use the trademarks or logo of MaRS in any advertising, publicity or otherwise. MaRS may use the name, trademarks and logo of Participant and any non-confidential information about Participant in any advertising, publicity or otherwise.

9. GENERAL PROVISIONS

9.1 MaRS reserves the right to update these Terms and Conditions at any time.

9.2 In the event that any provision or portion of these Terms and Conditions are determined to be invalid, illegal, or unenforceable for any reason, in whole or in part, the remaining provisions shall be unaffected and shall remain in full force and effect to the fullest extent permitted by the law.

9.3 MaRS reserves the right, at its sole discretion, to change, restrict, suspend or terminate the Participant’s access to all or any part of the Service at any time for any reason or no reason without prior notice or liability, including the availability of any Content or Advice.

9.4 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.

9.5 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.

9.6 In order to receive certain benefits or services provided by or through the MaRS JOLT Program, Participant will be required to enter into separate agreements with the relevant parties. Such benefits or services may require a separate approval process as determined by the provider.

9.7 In addition to the other terms and provisions contained in this Agreement, the Participant acknowledges and agrees that the terms and provisions contained in Schedule A shall apply in connection with Participant’s 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.

SCHEDULE A

TERMS FOR USE OF IDC 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.

SCHEDULE B

TERMS FOR USE OF GARTNER REPORTS

Access to the Services is restricted to named individuals (each a “Subscriber”). Subscribers may not substitute another Subscriber without MaRS’ prior written approval. Subscribers agree to establish and enforce appropriate security measures to limit access to the Services to authorized Subscribers. The rights granted to each Subscriber may not be sublicensed, sold or otherwise transferred.

Ownership and Use of the Services.

The Services are owned and copyrighted by a third party service provider and/or its affiliates. The third party service provider reserves all rights to the Services not expressly granted to MaRS or Subscriber hereunder. Subscribers of the research may (i) print one copy of individual research documents for their personal use, for the benefit of the Subscriber; (ii) excerpt from individual research documents, on a non-routine basis, for internal presentations or reports to be shared with other Subscriber personnel, provided the excerpt is within the limits of “fair dealing” under applicable copyright law. For clarity, excerpts may not contain the substantive content of the source document. Subscriber may not redistribute copies of individual research documents, by electronic means or otherwise, to non-Subscribers unless specifically authorized in a Service Description. Subscribers may not reproduce or distribute the Services externally without third party service provider’s prior written permission, except for external distribution, in their entirety only, of “Reprints” of individual documents purchased by Subscriber. Subscriber may excerpt from the Services for external use only if Subscriber obtains the prior written approval of third party service provider’s Vendor Relations, at . Any approved external use of the Services must comply with Gartner’s Copyright and Quote Policy which may be viewed on the Gartner Vendor Relations section of gartner.com. The Services may not be stored by Subscriber on any information storage and retrieval system.