Blueprint: Backing Businesses Terms and Conditions

DMZ has received funding from Amex Bank of Canada (“Amexco”) with the aim of supporting the advancement of businesses by developing the business and management skills of selected Black, Indigenous, and People of Colour entrepreneurs across Canada to support their businesses. In accordance with Amexco's "Blueprint: Backing Businesses™" ("the Program") initiative, DMZ will be awarding grants to selected Canadian Black, Indigenous, and People of Colour entrepreneurs to support their efforts to further and grow their businesses. The Participant Company (as defined herein) submitted an application to the Program and DMZ has agreed to award it a grant under the Program to enable them to develop their business, subject to the terms and conditions set out herein.

These terms and conditions outline the conditions whereby DMZ will provide the grant to the Participant Company, and the obligations and responsibilities of the parties under the Program (the “Agreement”).

1. Definitions. The following words will have the following meanings in this Agreement:

   1. “Confidential Information” means any information or data of a technical, scientific, engineering, business, operational or like nature, identified as confidential in writing, or which by its nature should reasonably be considered to be confidential information, whether or not proprietary in nature, but does not include information that:
      1. a party can demonstrate was in its possession before disclosure;
      2. is or becomes part of the public domain without breach of this Agreement;
      3. is obtained from third parties that have no obligations to keep confidential; or,
      4. the disclosing party approves for release by written authorization.
   2. “Intellectual Property” means all intellectual property, including without limitation, technical information, know-how, copyrights, patent rights, models, drawings, specifications, prototypes, inventions and software developed by the Participant Company in performance of the Milestones.
   3. “Milestones” means the activities to be undertaken by the Participant Company to support their efforts to further and grow their businesses as outlined in the Participant Company’s application.
   4. “Participant Company” means a company that has successfully applied to the Program, meets all of the eligibility criteria set out in the application, and has been formally accepted to the Program.

2. Participant Company Activities. During the term of this Agreement the Participant Company will:

   1. use best efforts to achieve the Milestones with due and reasonable care in accordance with generally accepted standards and practices;
   2. maintain a record of the work carried out each week in developing and implementing the Milestones;
   3. furnish to the DMZ such reports and metrics as to the award, their use, and activities undertaken in the course of and resulting from the grant, as the DMZ may reasonably request at such times, and at its sole discretion;
   4. participate in regular virtual meetings with DMZ for the purpose of monitoring the progress of the Participant Company and to participate in designated workshops, one-on-ones, and one-to-many sessions; and
   5. at the end of the program, provide to the DMZ a final report in a form that is satisfactory to the DMZ.

3. Program Lead. The program lead will be the main point of contact with respect to the activities undertaken under this Agreement (the “Program Lead”). The DMZ shall, during the term of this Agreement, assign to the Participant Company such Program Leads, mentors and advisors as the DMZ deems prudent, and as the parties may mutually identify as necessary based on the Milestones.

4. Appointed Representative. The Participant Company will designate a team member as its authorized representative for the administration and the coordination of the DMZ membership, and for all communications with the Participating Company by DMZ, until such individual notifies DMZ in writing of a replacement appointee to such role.

5. Grant. To support their participation in the Program and the achievement of their Milestones, the DMZ will make $10,000.00 of the Amexco funding available to the Participant Company as a grant (the “Grant”). The Grant shall be paid to the Participant Company by EFT or cheque. The Participant Company will be solely responsible for the payment of any taxes, regardless of whether such taxes may, under applicable law, be a result of the Grant provided.

6. Reports

   1. The Participant Company shall prepare mandatory monthly progress and financial reports for the Milestones in the template provided by DMZ (“Monthly Reports”) and shall attend such in person meetings as DMZ may require. Such Monthly Reports shall be due by the 9th calendar day following the end of the month to which the report relates, commencing February 9th and concluding 12 months thereafter.
   2. Upon completion of the Milestones the Participant Company shall prepare a final Milestones report using the template provided by the DMZ (“Final Report”).
   3. The Participant Company acknowledges that DMZ has certain reporting obligations to Amexco and consents to DMZ’s disclosure of certain information as a component of those DMZ reporting obligations, including, without limitation, excerpts, summaries, or entire Monthly or Final Reports,and other such disclosures of information as DMZ may from time to time, decide to make. Without limiting the generality of the foregoing, DMZ will not disclose any Confidential Information except in accordance with the specific provisions set out herein.
   4. In addition to the Monthly Reports and Final Reports, hereunder the Participant Company agrees that DMZ and Amexco shall be given the right to use its name and information in their public promotion of the Program.

7. Publicity.

   1. The Participant Company acknowledges that it may be called upon to participate in certain events, press interviews and/or activities to promote the support received from Amexco, and to raise awareness of the Program. To that end, the Participant Company agrees to, at the request of DMZ or Amexco, to:
      1. participate in public/media event(s) to be organized by DMZ and/or Amexco outlining the achievements of Milestones or the Programt; and
      2. specify that funding was made possible through a contribution from Amexco, when providing information on the products and services funded in whole or in part by the Program.
   2. In the event that Amexco would like to use information about the Participant Company in any of its marketing or advertising initiatives, or if Amexco would like Participant Company to participate in additional promotion of the Program, Participant Company agrees that it will execute a Consent Agreement, substantially in the form set out in Exhibit A.

8. Consent to use of Likeness. The Participant Company grants Amexco, and their respective parent corporations, subsidiaries, affiliates, agents, licensees, successors, and assigns (collectively, “American Express”) and DMZ, and their agents, the right, anywhere in the world, the perpetual use of the Participant Company’s name, social media handles, voice, statement, business name and logo, and image (including photographic images and video footage) to describe the experiences of the Participant Company with the Program in advertising, promotions, publications, social media content, third-party social media, marketing and advertising content sponsored by American Express, or other materials (collectively, “Promotional Materials”) in any manner or form, including the American Express and/or DMZ website(s) and social media channels, to promote American Express and/or the DMZ. To that end, the Participant Company:

   1. will not be entitled to any additional compensation or consideration in connection with American Express’ use of the Promotional Materials as permitted hereunder;
   2. represents and warrants to American Express and DMZ that any statements, photographs, and/or video footage taken of the Participant Company representatives during the course of their work with the Program are accurate expressions of the Participant Company’s experiences and beliefs; and
   3. understands that American Express and DMZ may decide not to include their team or representative’s voice, name, statements, image, or video footage containing their name, voice or statements in any advertising, promotion, publication or other material.

9. Intellectual Property. All right, title and interest in and to all Intellectual Property will vest with the Participant Company.

10. Confidential Information. The parties may disclose Confidential Information to each other in the course of carrying out the Milestones. The parties acknowledge that Confidential Information is the property of the disclosing party. The receiving party agrees (i) to safeguard and not disclose Confidential Information to third parties and (ii) not to use Confidential Information for purposes other than in performance of its obligations under this Agreement. Notwithstanding the foregoing, DMZ may disclose Confidential Information (i) to American Express on a need-to-know basis for the purpose of fulfilling its reporting obligations, and (ii) if required to do so by law or regulatory authority provided that DMZ will, to the extent permitted by law, promptly notify the of such requirement so that the Participant Company may seek, at the Participant Company’s expense, an appropriate protective order or otherwise seek to protect the confidentiality of such information. DMZ and its agents shall not be liable for the disclosure of Confidential Information, in accordance with the terms set out herein, that is legally compelled as described above.

11. Termination. DMZ may terminate this Agreement at any time upon written notice to the Participant Company if the Participant Company fails to undertake the Milestones to the satisfaction of DMZ; or the Program is terminated for any reason whatsoever.

    The provisions of Articles 4, 5, 6, 7, 8, and 12 and any necessary definitions contained in Article 1 will survive termination or expiration of this Agreement.

12. Limitation of Liability and Indemnity

    1. The Participant Company will indemnify, defend, and hold harmless Amexco, and DMZ, and their affiliates, successors, and permitted assigns from and against all damages, claims, liabilities, losses, costs, and expenses, including legal fees, arising or alleged to have arisen from its breach, negligent or wrongful act or omission, failure to perform under this Agreement.
    2. The Participant Company acknowledges that they have furnished to DMZ as part of the Program application certain information concerning the Participant Company for determination of eligibility for participation in the Program, and that the DMZ has in good faith relied on such information. The Participant Company hereby represents and warrants that all such information is complete, true, and correct. Should there be found to exist any inaccuracy or lack of good faith in the information provided or should the Participant Company’s circumstances materially change such that they are no longer eligible for the Program, DMZ may terminate the Participant Company’s participation in the Program and require the repayment of the Grant made available hereunder. DMZ shall indemnify and save harmless Participant Company against all costs, suits or claims on account of injuries (including death) to persons participating in the Milestones or damage to DMZ property, caused by the wilful or negligent act or omission of personnel of DMZ during the performance of this Agreement.
    3. Participant Company shall indemnify and save harmless Amexco, and DMZ and their respective personnel, agents, and affiliates against all costs, suits or claims on account of injuries (including death) to persons participating in the Program, or damage to property, caused by agents or personnel of Participant Company during the performance of this Agreement or resulting from the use by the Participant Company or its affiliates, its customers or licensees of any deliverable or intellectual property developed by DMZ or Participant Company under this Agreement.
    4. IN NO EVENT SHALL ANY PARTY, ITS DIRECT OR INDIRECT SUBSIDIARIES, CONTROLLED AFFILIATES, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, NOR FOR ANY LOST PROFITS OR REVENUES, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT. In no event shall any party be liable to the other for any delay in or failure to perform due to causes beyond the control and without the fault or negligence of the party claiming excusable delay or force majeure, including without limitation, any act of God or any act or omission of another party.

13. Governing Law. Blueprint The Program will be governed by and construed in accordance with the laws of Canada and the laws of the Province of Ontario applicable therein.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I                           (as an individual), and also in my capacity as                           for and on behalf of (the “Participant Company”) (collectively, “we”, “us”, “our”), hereby grant Amex Bank of Canada, Amex Canada Inc., and their respective parent corporations, subsidiaries, affiliates, agents, licensees, successors, and assigns (collectively, “American Express”) the right, anywhere in the world in perpetuity to use my name, voice, statement(s), comment(s), reaction(s) and the Participant Company’s name, logo, social media handles, and images (including any photographic images, audio recordings and video footage, whether created by American Express, another third-party, myself, the Participant Company or otherwise provided by us) in advertising, promotions, publications, social media content, third-party social media platforms, marketing and advertising content sponsored by American Express, or other materials (collectively, the “Promotional Materials”) in any manner or form, including, but not limited to, on the American Express websites and/or social media channels.

We acknowledge and agree that we will not (individually or jointly) be entitled to any additional compensation or consideration in connection with American Express’ use of the Promotional Materials as permitted under this license.

We individually and jointly represent and warrant to American Express that (a) the statements, photographs and/or video footage taken of me on (date)                          are an accurate, complete, and truthful expression of my experiences and beliefs; and (b) I am fully authorized to bind and to grant and confer the rights and licenses set forth herein for and on behalf of the Participant Company.

We individually and jointly hereby (a) assign to American Express all of our individual and joint rights and interest, including any copyright that either or both of us may have in respect of the Promotional Materials; (b) irrevocably waive all of either or both of our moral rights in respect of any copyright in the Promotional Materials; (c) agree that no Promotional Materials need to be submitted to either of us for any further approval; and (d) release American Express from all claims, demands, costs, losses, liabilities and expenses arising out of or in connection with the use, display, distribution, advertising, promotion and/or publication of the Promotional Materials as permitted herein.

We understand that American Express may decide not to include our image(s), audio recordings or video footage in any advertising, promotion, publication or other material. This license contains the entire understanding between the parties regarding the subject matter hereof and supersedes all prior understandings. No waiver, modifications or additions to this license shall be valid unless in writing and signed by the parties hereto.

The parties agree that all issues and questions concerning the construction, validity, interpretation and enforceability of this license, our individual and joint rights and obligations, or the rights and obligations of American Express in connection with the Promotional Materials shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice of law or conflict of law rules.