Terms of use
TERMS OF USE
PLEASE READ THESE TERMS OF USE CAREFULLY. BY CHECKING THE "ACCEPTED" BOX, THE CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.
These Terms of Service constitute an agreement (the "Agreement") between the Regroupement des festivals régionaux artistiques indépendants, service provider for mutualization ("REFRAIN" or "Provider"), and the individual, company, or any other legal or natural person who agrees to be bound by this Agreement ("Customer"). This Agreement comes into effect on the date the Customer checks "Accepted" (the "Effective Date").
Age Requirement: If the Customer is under 18 years old and is not a member of REFRAIN, they may not use the “ACCES REFRAIN” services.
EACH PARTY ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS, AND THAT THE PERSON ACCEPTING ON THEIR BEHALF IS AUTHORIZED TO DO SO. IF APPLICABLE, THE PERSON ACCEPTING THIS AGREEMENT ON BEHALF OF THE CUSTOMER REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THE CUSTOMER TO THESE TERMS AND CONDITIONS.
DEFINITIONS. The following capitalized terms shall have the meanings set forth below when used in this Agreement.
1.1 “Anonymized Data” means any data that (a) no longer relates to an identified or identifiable natural person, and (b) does not allow for the direct or indirect identification of the Customer. For the avoidance of doubt, Anonymized Data does not include Personal Data.
1.2 “Applicable Laws” means any law, rule, regulation, ordinance, or other act, decree, or requirement—whether domestic or foreign—in effect at any time during the Subscription Term that governs or regulates either party and the provision of the Services.
1. 3 “Confidential Information” means all information of the Provider that has been or will be in the possession of the Customer relating to the Provider’s business, assets, operations, or finances, or to any person, company, corporation, or other entity that the Provider is obligated to keep confidential. This includes, but is not limited to, trade secrets, source code, algorithms, customer, vendor, supplier, agent, and website visitor lists, business studies and analyses, specifications and uses of products and services, product research, sales, marketing, strategic plans and forecasts, product information and availability, and all proposals, notes, projections, memoranda, reports, lists, and records—whether written, printed, digital, or otherwise. It also includes any other type of information identified by the Provider, whether orally or in writing, as confidential at the time of disclosure to the Customer, or which the Customer should reasonably understand, given the circumstances of disclosure, to be confidential information.
1.4 “Customer Data” means data in electronic form that is entered into or collected through the platform by or from the Customer, including, without limitation, by the Customer’s users. For the avoidance of doubt, Customer Data excludes Aggregated Data.
1.5 " Documentation " means the documentation, information, and other materials related to the Services provided by the Provider to the Client, including the specifications of the Services.
1.6 “Order” means a purchase order under which the Customer is granted access to the Platform or receives Services and agrees to be bound by this Agreement. The Order further details the Services to be provided by the Provider to the Customer under this Agreement, the Subscription Fees, and the Subscription Term.
1.7 “Personal Data” means any information that meets the definition of “personal information” or “personal data” (or similar terminology) under Applicable Laws and that is submitted by the Customer through the Services..
1.8 “Platform” means the Provider’s online platform for the sharing of assets among Customers, known as “ACCES REFRAIN.”
1.9 “Privacy Policy” means the Provider’s privacy policy, currently hosted here
“Renewal Subscription Term” has the meaning given to it in Section “Services" means :
1.11.1The provision by the Provider of the Platform;
1.11.2Access to all websites related to the Platform;
1.11.3 All technologies developed by the Provider (software, hardware, algorithms, code, processes, user interfaces, know-how, techniques, models, designs, and other technical or informational materials, whether tangible or intangible) that are related to the foregoing; and
1.11.4 System administration, hosting, system management, and system monitoring activities that we perform in connection with the foregoing.
1.12 “Subscription Fees” has the meaning given to it in Section 3.1.
1.13 “Subscription Term” has the meaning given to it in Section 12.1.
1.14 “Tax Deduction” has the meaning given to it in Section 4.2
1.15 “Usage Data” means data entered and/or generated by the Services regarding statistics, trends, performance, and analytics, such as pages viewed, performance statistics, error occurrences, and electronic attributes of devices, including browser name and version, operating system, and country. Usage Data is generally used to improve the Provider’s Services, monitor performance, and understand popular features.
2. THE SERVICES.
2.1Use of Services. Subject to the terms and conditions of this Agreement, including the payment of applicable Subscription Fees, the Provider grants the Customer, for the duration of the Subscription Term, a non-exclusive, non-sublicensable, and non-transferable right and license to access and use the Services, primarily for purposes consistent with the applicable Order. All rights not expressly granted herein are reserved by the Provider. The Customer shall not sell, transfer, sublicense, publish, disclose, or make the Services, or any copies thereof, available to any third party without the prior written consent of the Provider, except as otherwise provided in this Agreement.
2.2 Documentation. The Customer may reproduce and use the Documentation solely to the extent necessary to support its use of the Platform and any related Services.
2.3 Service Revisions: The Provider may revise the features and functionalities of the Services at any time, including, without limitation, by removing features and functionalities or reducing the availability of the Services. If such a revision to the Platform materially reduces the features or functionalities provided under an Order, the Customer may, within 30 days of being notified of the revision, terminate that Order without cause, or terminate this Agreement without cause if that Order is the only one in effect.
3.PAYMENT.
3.1 Subscription Fees. The Customer shall pay the Provider the fees specified in each Order (the “Subscription Fees”) for the Subscription Term upon issuance of the applicable Order. Under no circumstances shall the Provider be obligated to refund any Subscription Fees.
3.2 Modification of Subscription Fees. Notwithstanding anything to the contrary in this Agreement, the Provider may revise the Subscription Fees prior to each Renewal Subscription Term. If the Provider decides, at its sole discretion, to modify the Subscription Fees, it will notify the Customer at least sixty (60) days before the end of the current Subscription Term..
4. TAXES
4.1 Customer Obligations. If the Provider is required under Applicable Laws or their administration to collect taxes from the Customer, the Customer shall pay such taxes to the Provider at the same time and in addition to any payment of consideration due under this Agreement, unless the Customer qualifies for an exemption from such applicable taxes. In that case, instead of paying such taxes to the Provider, the Customer must provide the Provider with the certificates, elections, or other documentation required by Applicable Laws or their administration to support and effect the Customer’s claimed exemption. Where the Provider is not legally required to collect applicable taxes, the Customer shall pay those taxes directly to the appropriate tax authority and shall provide evidence of such payment to the Provider upon request.
4.2 Tax Deductions. The Customer shall make all payments under this Agreement without any deduction or withholding for or on account of any tax (a “Tax Deduction”), unless a Tax Deduction is required by Applicable Laws. If a Tax Deduction is required by Applicable Laws:
(i) where such Tax Deduction relates to any tax other than an income tax imposed on the Provider’s net income, the relevant amount payable by the Customer shall be increased to the amount that, after making the required Tax Deduction, would result in the Provider receiving the amount it would have received had no Tax Deduction been required;
(ii) the Customer must notify the Provider promptly upon becoming aware that it must make a Tax Deduction (or that there has been a change in the rate or basis of a Tax Deduction); and
(iii) the Customer must remit the amount of the Tax Deduction to the appropriate tax authorities.
The Customer shall use reasonable efforts to mitigate, reduce, or eliminate any Tax Deduction (including, but not limited to, taking advantage of any reduced tax rate available under any applicable international double taxation agreement then in force).
5. CLIENT DATA AND PRIVACY
5.1 License to Client Data. The Client hereby grants the Provider an irrevocable, non-exclusive, non-sublicensable, non-transferable, royalty-free right and license to access, use, reproduce, and aggregate the Client Data during the Subscription Term, as required to perform the Services in accordance with this Agreement, and as reasonably required by the Provider to assert and defend its legal rights.
5.2 Client Rights. Subject to the license granted under Section 5.1, the Client retains all rights, title, and interest in and to the Client Data.
5.3 Client Responsibilities. Except as otherwise provided in this Agreement, the Client is solely responsible for the accuracy, quality, and compliance of the Client Data with applicable Laws and third-party intellectual property rights. The Provider 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, the Provider retains all rights, title, and interest in and to the Anonymized Data and Usage Data. Anonymized Data and Usage Data must be de-identified using an industry-standard method in order to be considered anonymized, and in accordance with applicable Laws regarding the de-identification of Personal Data. Anonymized Data and Usage Data must not allow the identification of the Client or any natural persons, directly or indirectly, including the identification of Client-specific products or services. Anonymized Data and Usage Data may be used to improve the Services, for business intelligence purposes, and to generate insights about the Provider’s industry as a whole.
5.5 Privacy Compliance. Each party shall comply with all Applicable Laws in the collection, use, disclosure, and any other processing of Personal Data, and the Provider shall only collect, use, and disclose Personal Data in accordance with this Agreement, the Provider’s Privacy Policy, or the Client’s written instructions. For clarity, the Provider shall not sell Personal Data to any third party, including data brokers or others.
5.6 Data Accuracy. The Provider shall have no responsibility for the accuracy of any data uploaded to the Platform by the Client, including, without limitation, the Client Data.
5.7 Data deletion. The Provider may permanently delete the Client Data if the Client’s account is overdue, suspended, or terminated for 30 days or more.
6. CLIENT RESPONSIBILITIES AND RESTRICTIONS
6.1 Acceptable Use. The Client agrees to access and use the Services solely for lawful purposes. The Client represents and warrants that it will not (and will not permit any person, including its internal End Users, to) use the Services in any manner:
(a) that is prohibited by Applicable Laws, this Agreement, or the Provider’s policies made available to the Client from time to time;
(b) that disrupts the use or enjoyment of the Services by others, 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-service and distributed denial-of-service attacks) or that place an abnormal load on the Provider’s network servers, resulting in blocking or unavailability of portions of the Provider’s network;
(c) that results in the creation, transmission, distribution, or storage of material (i) that violates the rights of others, including intellectual property rights and privacy rights, and (ii) that is threatening, abusive, hateful, or constitutes or encourages conduct that would be considered fraud or a criminal offense, or that gives rise to civil liability or penalties;
(d) that results in (i) the sharing of credentials and passwords among Clients or with third parties, (ii) access to the Services by third parties, or (iii) the use of time-sharing, networking, or other account-sharing services;
(e) that involves the use of 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 as part of the Services provided under this Agreement;
(f) that involves decompiling, disassembling, reverse engineering, or attempting to reconstruct or discover any of the Provider’s intellectual property or confidential information, including without limitation the source code, ideas, or algorithms of the underlying technology of the Services, by any means; and
(g) that involves breaching the security or configuration settings of the Partage Club for the Services (including its network, servers, and related systems).
7. INTELLECTUAL PROPERTY AND FEEDBACK
7.1 Intellectual Property Rights in the Platform. The Provider retains all rights, 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. Except as expressly provided in Section 2.1, this Agreement does not grant the Client any license or intellectual property rights in the Platform or any of its components. The Client acknowledges that the Platform and its components are protected by copyright and other applicable laws.
7.2 Feedback. The Provider is the sole owner of all suggestions, enhancement requests, recommendations, or other feedback provided by the Client to the Provider, to the extent they relate to the Services. The Client hereby assigns to the Provider, without any limitation whatsoever, all of its rights, title, and interest in and to such feedback, and the Provider accepts such assignment.
8. CONFIDENTIAL INFORMATION
8.1 Exclusions. Confidential Information does not include information that the Client can demonstrate: (i) is publicly available in the same form without any fault of the Client; (ii) was lawfully obtained by the Client from an independent third party in the same form and without any restriction on disclosure, and did not originate from the Provider; or (iii) was in the Client’s possession in the same form prior to being disclosed by the Provider and did not originate from the Provider.
8.2 Non-Disclosure. The Client shall use the Provider’s Confidential Information solely for the purposes set out in this Agreement and shall protect such Confidential Information with the same degree of care and confidentiality—though no less than a reasonable standard of care—as it uses to protect its own Confidential Information. The Client shall take all reasonable measures to prevent unauthorized access to or disclosure of the Provider’s confidential information, including restricting access on a need-to-know basis.
8.3 Injunctive Relief. The Client agrees that any breach of this Section 8 would cause the Provider irreparable harm for which monetary damages would not be an adequate remedy, and that, in addition to any other remedies available, the Provider shall be entitled to seek injunctive relief to prevent or restrain any such breach or threatened breach, without the need to prove actual harm or post any bond or other security.
8.4 Retention of Rights. This Agreement does not transfer ownership of or grant any license to Confidential Information. The Provider retains all rights, title, and interest in and to all confidential information.
9. REPRESENTATIONS AND WARRANTIES
9.1 By the client. The Client represents and warrants that: (a) it has the full right and authority to enter into, perform, and fulfill its obligations under this Agreement, and that there is no pending or threatened claim or litigation known to the Client that would materially impair its ability to meet its obligations under this Agreement; and (b) it has accurately identified itself and has not provided false information to or through the Platform..
9.2 Disclaimer of Warranties. THE CLIENT ACCEPTS THE PLATFORM “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTIES ARISING OUT OF STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) the Provider HAS NO OBLIGATION TO INDEMNIFY OR DEFEND THE CLIENT OR USERS AGAINST CLAIMS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT; (b) the Provider DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR ERROR; AND (c) the Provider DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CLIENT DATA WILL REMAIN PRIVATE OR SECURE.
9.3 Indemnification. The Client agrees to defend, indemnify, and hold harmless the Provider and its officers, directors, shareholders, parent companies, subsidiaries, agents, successors, and assigns from and against any and all “Indemnified Claims,” meaning any third-party claim, suit, or proceeding arising out of or related to the Client’s use, misuse, or failure to use the Services, including, without limitation: (a) claims related to the unauthorized disclosure or exposure of Personal Data or Client Data; (b) claims related to the infringement of copyright, trademark, trade secret, or privacy or confidentiality rights by any text, images, logos, or other content uploaded to the Platform through the Client’s account, including but not limited to Client Data; and (c) claims alleging that use of the Platform through the Client’s account harasses, defames, or defrauds a third party, or violates applicable anti-spam laws or any other law or regulation governing electronic communications or advertising. The Client’s obligations under this Section 9 include the retention and payment of legal counsel and payment of court costs, as well as settlement at the Client’s expense and payment of judgments. The Provider shall have the right, not to be unreasonably withheld, to reject any settlement or compromise that requires it to admit fault or liability or imposes ongoing affirmative obligations on it.
10. LIMITATION OF LIABILITY.
10.1 Indirect and Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, EMPLOYEES, SUBCONTRACTORS, OR AGENTS FOR ANY LOSS OF PROFITS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE PERFORMANCE OF THE SERVICES, EVEN IF SUCH PARTY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES
10.2 Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVIDER’S TOTAL LIABILITY TO THE CLIENT FOR ANY DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING IN STATUTE, CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CLIENT TO THE PROVIDER UNDER THIS AGREEMENT FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL THE PROVIDER BE LIABLE FOR ANY LOSS OR DAMAGE TO ITEMS EXCHANGED BETWEEN CLIENTS USING THE PLATFORM.
10.3 No Liability for Use of Services. The Parties acknowledge that the Provider acts solely as an intermediary between Clients using the Services. Accordingly, the Provider shall not be held liable for:
(a) any physical or psychological harm caused to a Client or any third party by another Client or any of their representatives;
(b) the loss of or damage to any item exchanged or otherwise made available to Clients through the Services; and
(c) any other damage, cost, or expense attributable to a Client’s misuse of the Services.
11. TERM AND TERMINATION
11.1 Term. The term of this Agreement (the “Subscription Term”) shall begin on the Effective Date and continue for the period set out in the Order, or, if no such period is specified, for twelve (12) months. Thereafter, the Subscription Term shall automatically renew for successive one (1) year renewal periods (each a “Renewal Term”) upon mutual agreement of the Parties, unless either party gives written notice of non-renewal at least thirty (30) days prior to the renewal date.
11.2 Termination for Cause. Either party may terminate this Agreement in the event of a material breach by the other party, by providing written notice specifying the nature of the breach in detail, with termination taking effect after thirty (30) days unless the breaching party cures the breach within that period, or with immediate effect if the breach is not curable. Additionally, the Provider reserves the right, at its sole discretion, to terminate this Agreement and any outstanding Orders if the Client fails to return items borrowed from other Clients through the Platform.
11.3 Effects of Termination. Upon termination of this agreement, the Client must cease all use of the Services and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions shall survive the termination or expiration of this Agreement: (a) any obligation of the Client to pay Subscription Fees incurred prior to termination; (b) Sections 7 (Intellectual Property & Feedback), 8 (Confidential Information), 9.2 (Disclaimer of Warranties), 10 (Indemnification), and 11 (Limitation of Liability); and (c) any other provision of this Agreement that must survive in order to fulfill its essential purpose.
12. MISCELLANEOUS
12.1 Independent Contractors. The parties are independent contractors and shall represent themselves as such in all respects. Neither party is an agent of the other, and neither may bind the other to any obligations.
12.2 Notices. The Provider may send notices under this Agreement to the Client’s contact email addresses provided by the Client, and such notices will be deemed received 24 hours after being sent. The Client may send notices under this Agreement to accesrefrain@lerefrain.com, and such notices will be deemed received 72 hours after being sent.
12.3 Force Majeure. Except for payment obligations, no delay, failure, or default will be deemed a breach of this Agreement to the extent it is caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or nature, strikes or labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the reasonable control of the performing party.
12.4 Assignment and Successors. The Client may not assign this Agreement or any of its rights or obligations hereunder without the express prior written consent of the Provider. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted 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. If any provision of this Agreement is held invalid or unenforceable, it shall be interpreted to fulfill its intended purpose to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.
12.6 No Waiver. Neither party shall 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 any breach of this Agreement shall be deemed a waiver of any other breach.
12.7 Governing Law and Jurisdiction. This Agreement and all claims arising out of or relating to this Agreement shall be governed exclusively by the laws of the Province of Québec and the federal laws of Canada applicable therein, without reference to: (a) any conflict of laws principles that would apply the substantive laws of another jurisdiction; (b) the United Nations Convention on Contracts for the International Sale of Goods (1980); or (c) any other international laws. The parties consent to the exclusive personal jurisdiction of the courts located in Montréal, Québec. This Section 12.7 applies to all claims, including tort claims.
12.8 Conflicts. In the event of any conflict between this Agreement and any Provider policy posted online, including without limitation the Privacy Policy, the terms of this Agreement shall prevail.
12.9 Export of Technology. The Client shall not: (a) allow 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 the Provider or otherwise remove it from the United States except in compliance with all applicable U.S. export laws and regulations.
Without limiting the foregoing, the Client shall not allow any third party to access or use the Platform in, or export such software to, any country subject to a U.S. embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).
12.10 Entire Agreement. This Agreement, including any active Order Forms, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions relating to its subject matter. Neither party has relied on any such prior communications.
12.11 Amendment. The Provider may amend this Agreement from time to time by posting a revised version on its website and providing the Client with written notice. Such an amendment shall be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”), unless the Client provides written notice of its rejection. If the Client rejects the amendment, this Agreement will continue under its original terms, and the amendment will take effect at the beginning of the next Subscription Renewal Term following the Proposed Amendment Date (unless the Client terminates the Agreement in accordance with Section 11, Term and Termination). Continued use of the Services by the Client after the effective date of any amendment shall constitute the Client’s acceptance thereof. No other modification of this Agreement shall be valid unless agreed in writing by authorized representatives of both parties
13. PROHIBITED ITEMS
The following items are strictly prohibited from being shared, borrowed, rented, or sold on “ACCES REFRAIN”:
Medical accessories
Sex-related items
Consumable products (e.g., alcohol, drugs, food)
Weapons or related items (archery equipment, paintball gear, and firearm scopes are permitted)
Baby items deemed hazardous by Health Canada (e.g., baby loungers, baby walkers)
COVID-19 related items
Items containing offensive or obscene content
Used cosmetics
Identity documents
Radio equipment or other devices that violate the Radiocommunication Act
Products containing ivory or bone
Hazardous materials (e.g., chemicals)
Combustible items
Recalled items
Illegal items
Stolen items
Burglary tools
High-powered laser pointers
Illegal or unauthorized wildlife products
Products not approved by Health Canada
Blood, bodily fluids, or body parts
Underwear
Last updated : August 13, 2025
