Terms of Service

Last revised : February 19, 2024

(La version française de ce document est disponible ici.)

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CHECKING “ACCEPTED” IN THE APPLICATION, THE CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

These Terms of Service constitute an agreement (this “Agreement”) by and between Partage Club Inc., a Quebec corporation, (“Partage Club” or “Vendor”) and the individual, corporation, or other natural or legal person agreeing to be bound by this Agreement (“Customer”). This Agreement is effective as of the date Customer checks “Accepted” (the “Effective Date”).

Age requirement: If the Customer is not yet 14 years old, he can NOT use “Partage Club” services.
If the Customer is between 14 and 18 years old, a parent (or legal guardian) needs to read and accept the terms for him. By checking “Accepted” in the application, the Customer confirms an authorized adult accepted the terms of service.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. IF APPLICABLE, THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

1. DEFINITIONS. The following capitalized terms will have the following meanings whenever used in this Agreement.

1.1 “Anonymized Data” means any data which (a) no longer relates to an identified or identifiable natural person and (b) does not allow for the direct or indirect identification of Customer. For the avoidance of doubt, Anonymized Data shall not include any Personal Data.

1.2 “Applicable Laws” means any applicable domestic or foreign law, rule, regulation, order, or other action, decree or requirement in force at any time during the Subscription Term which governs or regulates any party and the provision of the Services.

1.3 “Confidential Information” means any and all information of Vendor which has or will come into the possession of Customer concerning the business, properties, affairs or finances of the Vendor, or of any person, firm, cooperation or other entity which the Vendor is under an obligation to keep confidential, including trade secrets, source code, algorithms, lists of customers, vendors, suppliers, agents and site visitors, business studies and analyses, specifications and uses of products and services; product research, sales, marketing and strategic plans and forecasts; product and availability information and any and all proposals, notes, projections, memoranda, reports, lists and records, whether written, printed or in digital format or otherwise, and shall include any and all other types of information which is identified by Vendor, either orally or in writing, as confidential at the time of disclosure to Customer, or which Customer ought to know by virtue of the circumstances in which it learned of such information, would constitute Confidential Information.

1.4 “Customer Data” means data in electronic form inputted or collected through the Platform by or from Customer, including without limitation by Customer’s Users. For the avoidance of doubt, Customer Data shall exclude Aggregate Data.

1.5 “Documentation” means the documentation, information, and other documents relating to the Services that are provided by Vendor to Customer, including any specifications for the Services.

1.6 “Order” means an order form pursuant to which Customer is granted access to the Platform or receives Services and agrees to be bound by this Agreement. The Order describes in further details the Services that Vendor will provide Customer under this Agreement, the Subscription Fees and the Subscription Term.

1.7 “Personal Data” means any information that would meet the definition of “personal information’’ or “personal data” (or similar nomenclature) under Applicable Laws and that is submitted through the Services by Customer.

1.8 “Platform” means Vendor’s online platform for the sharing of goods among Customers known as “Partage Club”.

1.9 “Privacy Policy” means Vendor’s privacy policy, currently hosted at https://www.partage.club/termesetconditions .

1.10 “Renewal Subscription Term” has the meaning ascribed thereto in Section 12.1.

1.11 “Services” means :

a) The provision by Vendor of the Platform;

b) Access to any websites related to the Platform;

c) all technologies developed by Vendor (software, hardware, algorithms, code, processes, user interfaces, know-how, techniques, models, designs and other technical or information materials, whether tangible or intangible) that are related to the above; and

d) system administration, hosting, system management and system monitoring activities performed by us in connection with the above.

1.12 “Subscription Fees” has the meaning ascribed thereto in Section 3.1.

1.13 “Subscription Term” has the meaning ascribed thereto in Section 12.1.

1.14 “Tax Deduction” has the meaning ascribed thereto in Section 4.2.

1.15 “Usage Data” means data captured and/or generated by the Services about statistics, trends, performance and analytics, such as page views, performance statistics, errors occurrences, and electronic attributes of devices, such as browser name and version, operating system and country. Usage Data is generally used to improve Vendor’s Services, monitor performance and understand popular features.

2. THE SERVICES.

2.1 Use of the Services. Subject to the terms and conditions of this Agreement, including the payment of applicable Subscription Fees, Vendor grants to Customer, for the Subscription Term, a non-exclusive, non-sublicensable, non-transferable right and license to access and use the Services, for purposes substantially as set forth under the applicable Order. All rights not expressly granted hereunder are reserved by Vendor. Customer shall not sell, transfer, sub-license, publish, disclose, or otherwise make available the Services, or copies thereof, to any third party without the prior written consent of Vendor, except as otherwise provided herein.

2.2 Documentation: Customer may reproduce and use the Documentation solely as necessary to support its use of the Platform and any related Services.

2.3 Service Revisions. Vendor may revise Service features and functions at any time, including without limitation by removing features and functions or reducing availability of the Services. If any such revision to the Platform materially reduces features or functionality provided pursuant to an Order, Customer may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding.

3. PAYMENT.

3.1 Subscription Fees. Customer shall pay Vendor the fees set forth in each Order (the “Subscription Fees”) for the Subscription Term upon issuance of the relevant Order. Vendor will not be required to refund the Subscription Fees under any circumstances.

3.2 Changes to Subscription Fees. Notwithstanding anything to the contrary in this Agreement, Vendor may revise the Subscription Fees before each Renewal Subscription Term. If Vendor decides, at its sole discretion, to modify the Subscription Fees, Vendor shall notify Customer at least sixty (60) days before the end of the then-current Subscription Term.

4. TAXES

4.1 Customer Obligations. If Vendor is required by Applicable Laws or by administration thereof to collect taxes from Customer, Customer shall pay such taxes to Vendor concurrent with and in addition to the payment of any consideration payable pursuant to this Agreement unless Customer qualifies for an exemption from any such applicable taxes, in which case Customer shall, in lieu of payment of such applicable taxes to Vendor, deliver to Vendor such certificates, elections, or other documentation required by Applicable Laws or the administration thereof to substantiate and effect the exemption claimed by Customer. Where Vendor is not required by law or by administration thereof to collect applicable taxes, Customer shall pay such taxes directly to the appropriate taxing authority and shall provide evidence of such payment to Vendor upon request.

4.2 Tax Deductions. Customer shall make all payments under this Agreement without any deduction or withholding for or on account of any taxes (a “Tax Deduction”), unless a Tax Deduction is required by Applicable Laws. If a Tax Deduction is required by Applicable Laws: then (i) where such Tax Deduction relate to any tax other than an income tax imposed on Vendor’s net income, the relevant amount payable by the Customer hereunder shall be increased to the amount that would, following any required Tax Deduction, result in Vendor receiving the amount that would have been received if no Tax Deduction were required, (ii) Customer shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify Vendor accordingly, and (iii) Customer shall timely remit the amount of such Tax Deduction to the appropriate taxing authorities. Customer will use commercially reasonable efforts to mitigate, reduce, or eliminate any Tax Deduction (including, but not limited to, by taking advantage of any reduced rate of tax provided for by any applicable international agreement for the avoidance of double taxation then in force).

5. CUSTOMER DATA & PRIVACY.

5.1 License to Customer Data. Customer hereby grants Vendor an irrevocable, non-exclusive, non-sublicensable, non-transferable, royalty-free right and license to access, use, reproduce and aggregate Customer Data, for the Subscription Term, as required to perform the Services, in accordance with this Agreement, and as reasonably required for Vendor to assert and defend its legal rights.

5.2 Rights of Customer. Subject to the license granted under Section 5.1, Customer shall retain all rights, titles and interests in Customer Data.

5.3 Customer Responsibilities. Except as set forth in this Agreement, Customer is solely responsible for the accuracy, quality and compliance of Customer Data with Applicable Laws and third-party intellectual property rights. Vendor has no control over the foregoing and shall not be liable for the foregoing.

5.4 Anonymized Data and Usage Data. Notwithstanding anything to the contrary in this Agreement, Vendor shall retain all rights, titles and interests in Anonymized Data and Usage Data. Anonymized Data and Usage Data must be de-identified through an industry-standard method to be considered Anonymized Data and in accordance with Applicable Laws regarding de-identification of Personal Data. Anonymized Data nor Usage Data shall not allow for the identification of Customer or natural individuals, directly or indirectly, which includes the identification of the products or services specific to Customer. Anonymized Data and Usage Data may be used to improve the Services, for business intelligence purposes and to generate insights on the Vendor’s industry as a whole.

5.5 Privacy Compliance. Each party shall comply with all Applicable Laws in the collection, use and disclosure and any other processing of Personal Data, and Vendor shall only collect, use and disclose Personal Data in accordance with this Agreement, Vendor’s Privacy Policy, or as instructed in writing by Customer. For greater clarity, Vendor shall not sell Personal Data to third parties, including data brokers or otherwise.

5.6 Data Accuracy. Vendor will have no responsibility or liability for the accuracy of data uploaded to the Platform by Customer, including without limitation Customer Data.

5.7 Data Deletion. Vendor may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more.

6. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.

6.1 Acceptable Use. The Customer agrees to access and use the Services for lawful purposes only. The Customer represents and warrants that it will not use (or allow the use by anyone, including its Internal End Users, of) the Services in any manner:

a) that is prohibited by Applicable Laws, this Agreement or Vendor’s policies made available to Customer from time to time;

b) that will disrupt third parties’ use or enjoyment of the Services, including uses that result in automated, constant and repeated requests for data other than as intended or permitted under this Agreement (e.g. denial of services and distributed denial of services attacks) or by abnormally overloading servers on the Vendor’s network causing portions of the Vendor’s network to be blocked or unavailable;

c) that results in the creation, transmission, distribution or storage of material (i) in violation of the rights of third parties, including intellectual property and privacy rights and (ii) that is threatening, abusive, hateful, or constitutes or encourages conduct that would constitute a fraud or criminal offence or gives rise to civil liability or penalties;

d) that results in (i) the sharing of identifiers and passwords between Customers or with third parties (ii) access to the Services by third parties or (iii) the use of time sharing services, network or other means of sharing accounts;

e) that involves using any robot, spider, scraper, deep link or other automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy or monitor the Services or any data collected, used or generated by the Services, except in the context of the Services offered pursuant to this Agreement;

f) that involves decompiling, disassembling, reverse engineering, attempting to reconstruct or discovering any intellectual property or Confidential Information of Vendor, including, without limitation, source codes, ideas, and algorithms of the Services’ underlying technology by any means whatsoever; and

g) that involves violating QuoteMachine security safeguards and configurations for the Services (including its network, servers and related systems).

6.2 Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Platform, including without limitation by protecting its passwords and other log-in information. Customer shall notify Vendor immediately of any known or suspected unauthorized use of the Platform or breach of its security and shall use best efforts to stop said breach.

6.3 Compliance with Laws. In its use of the Platform, Customer shall comply with all Applicable Laws, including without limitation laws governing the protection of Personal Data and other laws applicable to the protection of Customer Data.

7. IP & FEEDBACK.

7.1 IP Rights to the Platform. Vendor retains all right, title, and interest in and to the Services, including without limitation all software used to provide the Platform and all graphics, user interfaces, logos, and trademarks reproduced through the Platform. Other than as set forth in Section 2.1, this Agreement does not grant Customer any intellectual property license or rights in or to the Platform or any of its components. Customer recognizes that the Platform and its components are protected by copyright and other laws.

7.2 Feedback. Vendor shall be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Customer to Vendors, so long as they are related to the Services and Customer hereby assigns to Vendor, without limitation of any kind, all of its rights, titles and interests therein, Vendor accepting such assignment.

8. CONFIDENTIAL INFORMATION.

8.1 Exclusions. Confidential Information shall not include information which Customer can demonstrate: (i) is readily available to the public in the same form through no fault of Customer; (ii) did not originate from Vendor and was lawfully obtained by Customer in the same form from an independent third party without any restrictions on disclosure; or (iii) did not originate from Vendor and was in the possession of Customer in the same form prior to disclosure to Customer by Vendor.

8.2 Nondisclosure. Customer shall only use the Confidential Information of Vendor for the purposes set forth in this Agreement and shall protect such Confidential Information with at least the same degree of care and confidentiality, but not less than a reasonable standard of care and confidentiality, which Customer utilizes for its own Confidential Information. Customer shall use its best efforts to prevent the unauthorized access and disclosure of the Vendor’s Confidential Information, such as enforcing access on a need-to-know basis.

8.3 Injunction. Customer agrees that breach of this Article 8 would cause Vendor irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Vendor will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

8.4 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Vendor will retain all right, title, and interest in and to all Confidential Information.

9. REPRESENTATIONS & WARRANTIES.

9.1 From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; and (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Platform.

9.2 Warranty Disclaimers. CUSTOMER ACCEPTS THE PLATFORM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) VENDOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.

10. INDEMNIFICATION. Customer shall defend, indemnify, and hold harmless Vendor and Vendor’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the Services, including without limitation: (a) claims related to unauthorized disclosure or exposure of Personal Data or Customer Data; (b) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Platform through Customer’s account, including without limitation by Customer Data; and (c) claims that use of the Platform through Customer’s account harasses, defames, or defrauds a third party or violates applicable anti-spam laws or any other law or restriction on electronic advertising. Customer’s obligations set forth in this Article 10 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Vendor will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.

11. LIMITATION OF LIABILITY.

11.1 Indirect, Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, EMPLOYEES, SUBCONTRACTORS OR AGENTS FOR ANY LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE PERFORMANCE OF THE SERVICES, EVEN IF IT IS AWARE OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES.

11.2. Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF VENDOR TO CUSTOMER FOR ANY DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING BY STATUTE, CONTRACT TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO VENDOR UNDER THIS AGREEMENT FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO SUCH CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL VENDOR BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO ITEMS EXCHANGED AMONG CUSTOMERS USING THE PLATFORM.

11.3. No Responsibility for Use of Services. The Parties acknowledge that Vendor is acting solely as an

intermediary among Customers using the Services. As a result, Vendor shall not be responsible for

any damages, costs or expenses arising from:

(a) any physical or psychological harm caused to a

Customer or any third party by another Customer or any of its representatives;

(b) any loss or

damage to any items exchanged or otherwise made available to Customers via the Services; and

11.3 Term & Termination.

12.1 Term. Term. The term of this Agreement (the “Subscription Term”) will commence on the Effective Date and continue for the period set forth in the Order or, if none, for twelve (12) months. Thereafter, the Term will renew for successive one (1) year periods for subsequent periods upon mutual agreement among the Parties (each a “Renewal Subscription Term”), unless either party refuses such renewal by written notice 30 or more days before the renewal date.

11.4 Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure. In addition, Vendor reserves the right, in its sole discretion, to terminate this Agreement and any outstanding Orders in the event Customer fails to return items borrowed from other Customers via the Platform.

11.5 Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of the Services and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay Subscription Fees incurred before termination; (b) Articles and Sections 7 (IP & Feedback), 8 (Confidential Information), 9.2 (Warranty Disclaimers), 10 (Indemnification), and 11 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

12. MISCELLANEOUS.

12.1 Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

12.2 Notices. Vendor may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to info@partage.club and such notices will be deemed received 72 hours after they are sent.

12.3 Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

12.4 Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Vendor’s express written consent. Except to the extent forbidden in this Section 13.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

12.5 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

12.6 No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

12.7 Choice of Law & Jurisdiction: This Agreement and all claims arising out of or related to this Agreement will be governed solely by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the courts located in Montreal, Quebec. This Section 13.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.

12.8 Conflicts. In the event of any conflict between this Agreement and any Vendor policy posted online, including without limitation the Privacy Policy, the terms of this Agreement will govern.

12.9 Technology Export. Customer shall not: (a) permit any third party to access or use the Platform in violation of any U.S. law or regulation; or (b) export any software provided by Vendor or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Platform in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).

12.10.Entire Agreement. This Agreement, including any outstanding Order, sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

12.11.Amendment. Vendor may amend this Agreement from time to time by posting an amended version at its Website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Vendor written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of next Renewal Subscription Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 12, Term & Termination). Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.

14. PROHIBITIONS

It is forbidden to sell or rent items on the Partage Club.

It is forbidden to share or borrow the following items on the Partage Club:

Medical accessories
Items of a sexual nature
Consumer products (alcohol, drugs, food)
Weapons or related items (archery equipment, paintball equipment and firearms scopes are permitted)
Baby items deemed unsafe by Health Canada (e.g. baby cocoons, baby walkers)
Items related to COVID-19
Items containing offensive or obscene language
Used cosmetics
Identification documents
Radio equipment or other devices that violate the Radiocommunication Act
Products containing ivory or bones
Hazardous materials (e.g. chemicals)
Combustible items
Recalled items
Illegal items
Stolen items
Burglary items
High-power laser pointers
Illegal or unauthorized wildlife products
Products not authorized by Health Canada
Blood, body fluids or body parts
Underwear