Terms and conditions

Last revised : November 6, 2025

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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, (“Partake” or “Vendor”) and the individual or entity 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 13 years old, he or she cannot use Partake services. If the Customer is between 13 and 18 years old (or under the age of majority in their state of residence), a parent or legal guardian must read and accept these terms on their behalf. By checking “Accepted” in the application, the Customer confirms that either (a) they are 18 years or older (or have reached the age of majority in their state of residence), or (b) an authorized parent or legal guardian has accepted these terms of service on their behalf.

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 “Borrower” means a User who obtains an item from another User through the Platform.

1.4 “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. 

1.5 “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.

1.6 “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.

1.7 “Lender” means a User who makes an item available for sharing through the Platform.

1.8 “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. 

1.9 “Paid Member” means a Customer who has paid applicable Subscription Fees or has received access through a promotional code provided by a third party (such as a city or company).

1.10 “Personal Data” means any information that would meet the definition of “personal information ” or “personal data” (or similar nomenclature) under applicable US federal or state privacy laws, including without limitation the California Consumer Privacy Act (CCPA), Virginia Consumer Data Protection Act (VCDPA), Colorado Privacy Act (CPA), and other applicable US state privacy laws, and that is submitted through the Services by Customer.

1.11 “Platform” means Vendor’s online platform for the sharing of goods among Customers known as “Partake”.

1.12 “Platform Intermediary Status” means that Vendor operates solely as a technology platform that connects users who wish to share items with one another. Vendor is not a party to any transactions between users, does not take possession of or control over any items, and does not act as an agent, bailee, or representative of any user. Vendor’s role is limited to providing software and tools. All sharing activities occur directly between users, and users engage with one another at their own risk. This status as a platform intermediary is a fundamental term of this Agreement and limits Vendor’s obligations and liability as set forth throughout this Agreement. 

1.13 “Privacy Policy” means Vendor’s privacy policy, currently hosted at https://www.we-partake.com/terms-and-conditions .

1.14 “Renewal Subscription Term” has the meaning ascribed thereto in Section 15.1.

1.15 “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.

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

1.17 “Subscription Term” has the meaning ascribed thereto in Section 15.1.

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

1.19 “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. 

1.20 “User” means any individual who accesses or uses the Platform, whether during a free trial period, as a paying Customer, or otherwise.

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.

2.4 User Types and Access Rights. Vendor provides different levels of access to the Platform based on User status and payment of Subscription Fees. The following User types have the respective rights and restrictions:

(a) Free Trial Users. Users during the initial three (3) week free trial period may access and use the Platform to both lend items to other Users and borrow items from other Users. Free Trial Users are not entitled to any damage protection coverage and assume all risks associated with lending and borrowing activities through the Platform.

(b) Expired Free Trial Users. Users whose free trial period has expired and who have not paid applicable Subscription Fees may continue to access the Platform solely to lend items to other Users. Expired Free Trial Users may not borrow items from other Users through the Platform. Expired Free Trial Users are not entitled to any damage protection coverage and assume all risks associated with lending activities through the Platform.

(c) Customers (Paid Members). Users who have paid applicable Subscription Fees or received access through a promotional code provided by a third party have full access to the Platform, including the right to both lend items to other Users and borrow items from other Users. Customers are entitled to damage protection coverage up to three hundred dollars ($300) per year, subject to the terms and conditions of Vendor’s damage protection program as may be established from time to time.

2.5 Damage Protection Coverage. Vendor provides limited damage protection coverage for eligible items during Confirmed Sharing Activities, subject to the terms and conditions set forth in this Section 2.5. This coverage is not insurance and creates no insurance obligations on the part of Vendor. For purposes of this Section, a “Confirmed Sharing Activity” means a sharing transaction that is arranged through the Platform, involves pickup and return of an item that are documented and confirmed by both the Lender and Borrower through the Platform’s in-app confirmation system, complies with all Platform requirements and restrictions, and involves only permitted items as defined in Article 17 (Prohibitions). Coverage is limited to a maximum of three hundred dollars ($300) per User per calendar year in the aggregate, not per item or per claim, and is limited to reasonable repair costs as determined by Vendor in its sole discretion. Replacement coverage is only available if the cost of repair exceeds the documented value of the item. To be eligible for coverage, the item must have a documented value of at least twenty-five dollars ($25) supported by receipt, comparable marketplace listing, or third-party appraisal acceptable to Vendor, both the Lender and Borrower must document the item’s condition with time-stamped photographs taken through the Platform before the item is transferred and after it is returned, any damage must be reported through the Platform within forty-eight (48) hours of the item’s return, both parties must have complied with all Platform requirements and any item-specific restrictions, and the damage must have occurred during the documented lending period of a Confirmed Sharing Activity.

Coverage expressly excludes normal wear and tear resulting from proper use, any pre-existing damage or defects, purely cosmetic damage that does not materially affect functionality or performance, damage resulting from misuse, negligence, abuse, or violation of item instructions or Lender restrictions, damage from use of prohibited items or prohibited uses under this Agreement, items for which proper before-and-after photographic documentation was not completed through the Platform, claims not reported within the forty-eight (48) hour requirement, damage to items valued under twenty-five dollars ($25), damage occurring outside the documented lending period, theft, loss, or mysterious disappearance of items, damage caused by acts of God, natural disasters, or events beyond reasonable control of the parties, and any damage to items that were not the subject of a properly documented Confirmed Sharing Activity. Vendor has sole and absolute discretion to determine whether a claim is eligible for coverage, assess the extent, cause, and circumstances of any reported damage, determine the appropriate amount of coverage if any, require additional documentation, third-party inspection, professional appraisal, or other evidence, determine whether repair or replacement is appropriate and select repair vendors or replacement sources, investigate claims and verify compliance with all requirements, and deny claims for any reason including but not limited to suspected fraud, abuse, material non-compliance with this Agreement, or failure to meet the requirements set forth in this Section 2.5. Vendor’s determination on all matters related to damage protection coverage is final and binding.

All claims for damage protection coverage must be submitted through the Platform using Vendor’s designated claims process and must be accompanied by all required documentation including photographs, item value documentation, and any other materials requested by Vendor. False, fraudulent, or materially incomplete claims may result in immediate termination of Platform access and potential legal action. If Vendor provides coverage for damage caused by a Borrower’s actions, negligence, or breach of this Agreement, Vendor reserves the right to seek reimbursement from the responsible Borrower for any amounts paid under this damage protection coverage, plus any associated costs and expenses. Vendor may modify, suspend, or discontinue the damage protection coverage program at any time with thirty (30) days’ notice to Users.

2.6 Platform Intermediary Status. As described in Section 1.16 (Platform Intermediary Status), Vendor acts solely as an intermediary platform connecting users who wish to share items with one another. Vendor is not responsible for, does not endorse, and makes no representations or warranties regarding: (a) user-generated content, listings, descriptions, or communications; (b) the condition, quality, safety, legality, or fitness for any purpose of items shared through the Platform; (c) the accuracy of any item descriptions or user representations; (d) the conduct, identity, or reliability of any user; or (e) any disputes, damages, or losses arising from interactions between users or the sharing of items through the Platform. Users interact with each other at their own risk and are solely responsible for evaluating items, other users, and transactions before engaging in any sharing activity.

3. PAYMENT.

3.1 Subscription Fees. Customer shall pay Vendor the fees set forth in each Order (the “Subscription Fees”) according to the Subscription Term on an annual or monthly basis, as specified in the Order. All fees are stated and payable in United States Dollars (USD). All Subscription Fees are non-refundable except as expressly provided in this Agreement.

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 sales tax, use tax, or other similar 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 a valid resale certificate, exemption certificate, 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 sales tax, use tax, or other taxes, Customer shall be responsible for determining its tax obligations and shall pay such taxes directly to the appropriate state or local taxing authority and shall provide evidence of such payment to Vendor upon request.

4.2 Withholding Taxes. 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 relates 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 Partake 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.

6.4 High-Volume Seller Verification. Users who meet the thresholds for “high-volume third-party sellers” under the INFORM Consumers Act (15 U.S.C. § 45f) or similar laws will be required to provide additional verification information, which may include government-issued identification, tax identification number, contact information, and bank account information. Vendor will verify this information and may display certain seller information to other users as required by law. Users must provide requested information within ten (10) days and annually recertify such information. Failure to comply may result in immediate suspension or termination of Platform access without refund.

6.5 Required Conduct. BY USING THE PLATFORM, CUSTOMERS AGREE TO AND ARE REQUIRED TO:

(a) handle all items shared through the Platform with reasonable care and in a manner consistent with their intended use;

(b) inspect items before accepting them for use and again before returning them to the owner;

(c) communicate clearly and in writing about expectations, permitted uses, and any restrictions regarding items, including through item descriptions or direct communications with other users;

(d) comply with all agreements made regarding the collection, use, and return of items, including agreed-upon pickup and return times and locations;

(e) repair or replace, at Customer’s own expense (subject to any applicable damage protection coverage under Section 2.5), any items that Customer has lost or damaged beyond normal wear and tear that occurs from proper use in accordance with the item description and reasonable usage expectations;

(f) use items only as intended, in accordance with their normal purpose, and strictly as described in any item descriptions or communications with the item owner;

(g) report any damaged, lost, or stolen items to both the item owner and Vendor promptly upon discovery;

(h) return items on time and in the same condition as received, subject to normal wear and tear from proper use; and

(i) maintain appropriate communication with other users throughout the sharing process to ensure smooth transactions and positive experiences for all Platform users.

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.

7.3 Respect of Third-Party Rights. Vendor respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Services to do the same. Infringing activity will not be tolerated on or through the Services.

7.4 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Services, you may contact our Designated Agent at the following address:

Partage Club Inc.

Attn: Legal Department (IP Notification)

229 du Jura, Saint-Lambert, QC J4S 1G4, Canada

Email: info@we-partake.com

7.5 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Services has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

(b) a description of the copyrighted work or other intellectual property right that you claim has been infringed;

(c) a description of the material that you claim is infringing and where it is located on the Services;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and

(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.

Your Notification of Claimed Infringement may be shared by Vendor with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Vendor making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

7.6 Repeat Infringers. Vendor’s policy is to: (a) remove or disable access to material that Vendor believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Services; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Services by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Vendor will terminate the accounts of users that are determined by Vendor to be repeat infringers. Vendor reserves the right, however, to suspend or terminate accounts of users in our sole discretion.

7.7 Counter Notification. If you receive a notification from Vendor that material made available by you on or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Vendor with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Vendor’s Designated Agent through one of the methods identified in Section 7.4, and include substantially the following information:

(a) your physical or electronic signature;

(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Vendor may be found, and that you will accept service of process from the person who provided notification under Section 7.5 above or an agent of that person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

7.8 Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Vendor in response to a Notification of Claimed Infringement, then Vendor will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Vendor will replace the removed User Content or cease disabling access to it in 10 business days, and Vendor will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Vendor’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Vendor’s system or network.

7.9 False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “any person who knowingly materially misrepresents under Section 512 of the Copyright Act (17 U.S.C. § 512) (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Vendor relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Vendor reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law. 

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. USER-GENERATED CONTENT.

9.1 User-Generated Content Generally. Certain features of the Services may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Services, including messages, reviews, photos, video or audio recordings, images, item descriptions, user profiles, data, text, and any other works of authorship or other works (“User-Generated Content” or “UGC”). You retain any copyright and other proprietary rights that you may hold in the UGC that you Post to the Services, subject to the licenses granted in this Agreement.

9.2 Limited License Grant to Vendor. By Posting UGC to or via the Services, you grant Vendor a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform, communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in this Agreement, and distribute your UGC, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed, for the purpose of operating, providing, and improving the Services. All of the rights you grant in this Agreement are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for UGC Posted or otherwise used on external services via the Services.

9.3 You Must Have Rights to the Content You Post; UGC Representations and Warranties. You must not Post UGC if you are not the owner of or are not fully authorized to grant rights in all of the elements of that UGC. Vendor disclaims any and all liability in connection with UGC. You are solely responsible for your UGC and the consequences of providing UGC via the Services. By providing UGC via the Services, you affirm, represent, and warrant to us that:

(a) you are the creator and owner of the UGC, or have the necessary licenses, rights, consents, and permissions to authorize Vendor and users of the Services to use and distribute your UGC as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Vendor, the Services, and this Agreement;

(b) your UGC, and the Posting or other use of your UGC as contemplated by this Agreement, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Vendor to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and

(c) your UGC could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

9.4 Vendor’s Rights Regarding UGC. VENDOR HAS NO OBLIGATION TO MONITOR, EDIT, OR CONTROL UGC THAT YOU OR OTHER USERS POST AND WILL NOT BE IN ANY WAY RESPONSIBLE OR LIABLE FOR UGC. However, Vendor reserves the right, but assumes no obligation, to: (a) monitor all UGC; (b) require that you avoid certain subjects; (c) remove or block any UGC at any time without notice at our sole and absolute discretion; (d) disclose any UGC and the identity of the user who posted it in response to a subpoena or whenever we believe that disclosure is appropriate to comply with the law or a court order, to prevent or investigate a possible crime or other violation of law, to protect the rights of Vendor or others, or to enforce this Agreement; and (e) terminate your access to and use of the Services, or to modify, edit or block your transmissions thereto in our sole discretion. You agree that our exercise of such discretion shall not render us the owners of UGC you post, and that you will retain ownership thereof as described above.

9.5 UGC Restrictions. It is a condition of this Agreement that you do not Post UGC that:

(a) is unlawful, harmful, hateful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, pornographic, profane, racially disparaging, indecent, or invasive of another’s privacy;

(b) constitutes or encourages activity illegal under criminal or civil law;

(c) is false, misleading, or fraudulent;

(d) you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(e) violates or infringes upon the rights of others, including UGC which violates the patent rights, copyrights, trademark rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights, or any other rights of any individual, living or deceased, or any legal entity;

(f) contains the image, name, or likeness of anyone other than yourself, unless (i) that person is at least eighteen years old, and you have first obtained his/her express written permission or (ii) that person is under eighteen years old but you are his/her parent or legal guardian;

(g) requests for or solicits any personal or private information from any individual;

(h) requests for or solicits money, goods, or services for private gain;

(i) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

(j) contains advertising, promotions, or marketing, or which otherwise has a commercial purpose;

(k) impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity; 

(l) violates any local, state, national or international law, rule, or regulation.

9.6 UGC Disclaimer. VENDOR DOES NOT CONTROL AND DOES NOT HAVE ANY OBLIGATION TO MONITOR: (a) UGC; (b) ANY CONTENT MADE AVAILABLE BY THIRD PARTIES; OR (c) THE USE OF THE SERVICES BY ITS USERS. YOU ACKNOWLEDGE AND AGREE THAT VENDOR RESERVES THE RIGHT TO, AND MAY FROM TIME TO TIME, MONITOR ANY AND ALL INFORMATION TRANSMITTED OR RECEIVED THROUGH THE SERVICES FOR OPERATIONAL AND OTHER PURPOSES. IF AT ANY TIME VENDOR CHOOSES TO MONITOR THE CONTENT, THEN VENDOR STILL ASSUMES NO RESPONSIBILITY OR LIABILITY FOR CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF CONTENT. DURING MONITORING, INFORMATION MAY BE EXAMINED, RECORDED, COPIED, AND USED IN ACCORDANCE WITH OUR PRIVACY POLICY. VENDOR DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR STATEMENTS, ADVICE, AND OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED VENDOR SPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE, OR OPINIONS CONTAINED IN UGC AND SUCH STATEMENTS, ADVICE AND OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE AND OPINIONS OF VENDOR. YOU UNDERSTAND THAT, WHEN USING THE SERVICES, YOU WILL BE EXPOSED TO UGC FROM A VARIETY OF SOURCES AND ACKNOWLEDGE THAT UGC MAY BE INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE. YOU AGREE TO WAIVE, AND DO WAIVE, ANY LEGAL OR EQUITABLE RIGHT OR REMEDY YOU HAVE OR MAY HAVE AGAINST VENDOR WITH RESPECT TO UGC.

9.7 UGC Liability. You are solely responsible for all UGC you Post and agree to indemnify and hold Vendor harmless from any claims, damages, or losses arising from or related to your UGC or your violation of the terms of this Section 8.

 10. COMMUNICATIONS AND MARKETING CONSENT.

10.1 Text Messages and Phone Calls. BY PROVIDING YOUR PHONE NUMBER TO VENDOR, YOU EXPRESSLY CONSENT TO RECEIVE TEXT MESSAGES (SMS) AND PHONE CALLS FROM OR ON BEHALF OF VENDOR AT THE PHONE NUMBER YOU PROVIDE, INCLUDING CALLS AND TEXTS MADE USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR AN ARTIFICIAL OR PRERECORDED VOICE. THESE TEXT MESSAGES AND PHONE CALLS MAY INCLUDE: (a) OPERATIONAL COMMUNICATIONS, SERVICE UPDATES, ACCOUNT NOTIFICATIONS, TRANSACTIONAL MESSAGES, AND OTHER INFORMATION NECESSARY TO PROVIDE THE SERVICES; AND (b) MARKETING MESSAGES, PROMOTIONAL OFFERS, AND OTHER ADVERTISING CONTENT.MESSAGE FREQUENCY VARIES DEPENDING ON YOUR ACCOUNT ACTIVITY AND USE OF THE SERVICES. YOUR CONSENT TO RECEIVE SUCH CALLS AND TEXT MESSAGES IS NOT A CONDITION OF PURCHASING OR USING THE SERVICES, AND YOU MAY STILL USE THE SERVICES WITHOUT PROVIDING SUCH CONSENT OR AFTER REVOKING SUCH CONSENT, THOUGH CERTAIN FEATURES MAY BE LIMITED.

10.2 Message and Data Rates; Carrier Disclaimer. MESSAGE AND DATA RATES MAY APPLY to any text messages you send or receive as specified by your wireless carrier. You are responsible for all charges associated with text messages and phone calls, including any charges imposed by your wireless carrier. Your wireless carrier is not liable for delayed or undelivered messages. For assistance, reply HELP to any text message from Vendor or contact us at info@we-partake.com.

10.3 Opt-Out. If you wish to opt out of receiving marketing text messages and phone calls from Vendor, you may: (a) reply “STOP” to any marketing text message you receive from us; or (b) send an email to info@we-partake.com with your request to opt out. If you wish to opt out of all text messages and phone calls from Vendor (including operational communications such as service updates, account notifications, and transactional messages), you may email info@we-partake.com with such request, but you acknowledge that opting out of all communications may impact your use of the Services and certain features may not function properly. You may continue to receive messages for a brief period while we process your opt-out request.

10.4 Email Communications. Vendor may send you emails concerning the Services, as well as promotional and marketing emails. You may opt out of promotional emails by following the unsubscribe instructions included in such emails.

10.5 Push Notifications. If you install Vendor’s mobile application on your device, you may receive push notifications. You can disable push notifications by adjusting your device settings.

11. REPRESENTATIONS & WARRANTIES. 

11.1 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.

11.2 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; (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; AND (d) VENDOR MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES REGARDING THE CONDITION, QUALITY, SAFETY, LEGALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY ITEMS LISTED, SHARED, BORROWED, OR EXCHANGED THROUGH THE PLATFORM. USERS ARE SOLELY RESPONSIBLE FOR INSPECTING, EVALUATING, AND DETERMINING THE SUITABILITY AND SAFETY OF ANY ITEMS BEFORE BORROWING OR USING THEM. 

12. 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.

13. LIMITATION OF LIABILITY.

13.1 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.

13.2. 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 SIX (6) 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.

13.3. 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

13.4 Non-responsibility of Lenders. The lender of any item shared via the Partake platform is not responsible for any damage, injury or loss that may occur as a result of the borrower's use of the item. The borrower is solely responsible for the proper and safe use of the borrowed item. By using the platform, the borrower acknowledges and accepts full responsibility for ensuring that he/she understands how to use the item safely and correctly.

To promote safe practices, it is recommended that Lenders provide instructions or a brief tutorial on the correct use of the object when lending. However, the provision of such instructions by the Lender does not transfer responsibility to the Lender in the event of misuse of the object by the Borrower.

14. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER.

14.1 Informal Dispute Resolution. Before filing a claim against the other party, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures set forth in Section 16.2. If a dispute is not resolved within sixty (60) days after the notice is sent, you or Vendor may pursue your claim in arbitration pursuant to the terms in this Section 14.

14.2 Binding Arbitration. YOU AND VENDOR AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, OR THE USE OF THE SERVICES (COLLECTIVELY, “DISPUTES”) WILL BE RESOLVED SOLELY BY BINDING, INDIVIDUAL ARBITRATION AND NOT IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING. Subject to the exceptions set forth in Section 12.4, you and Vendor agree that all Disputes will be resolved through binding individual arbitration in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), and not by a judge or jury in a court of law.

14.3 Arbitration Rules and Forum. Any arbitration will be conducted by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures (“JAMS Rules”) then in effect, unless otherwise agreed by the parties. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-5267. The arbitration will be conducted by videoconference to the extent possible, and otherwise in New York County, New York. If you are a consumer bringing a claim for less than $10,000, you may choose to conduct the arbitration by telephone. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable.

14.4 Exceptions. Notwithstanding the foregoing, you and Vendor both agree that: (a) any claims seeking to enforce or protect, or concerning the validity of, either party’s intellectual property rights may be brought in any court of competent jurisdiction; and (b) any claim that fits within the jurisdiction of a small claims court may be brought in small claims court in New York County, New York, or any United States county where you reside.

14.5 CLASS ACTION WAIVER. YOU AND VENDOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Vendor agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.

14.6 Costs of Arbitration. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS Rules, except that Vendor will pay for your reasonable filing, administrative, and arbitrator fees for any arbitration initiated in accordance with this Section 14 in which you seek less than $10,000 in damages.

14.7 Opt-Out. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Agreement by sending written notice of your decision to opt out to the following address: info@we-partake.com. In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes exclusively in accordance with Section 16.7 of this Agreement.

14.8 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Section 14, except as specified in Section 12.4 above.

14.9 Waiver of Class or Consolidated Actions. THE PARTIES HEREBY WAIVE THEIR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14.10 Enforceability. If Section 14.5’s prohibition against class actions and other representative proceedings is found to be unenforceable, then the entirety of this Section 14 will be null and void. In such case, the exclusive jurisdiction and venue provisions of Section 16.7 will govern any action arising out of or related to this Agreement.

15. TERM & TERMINATION.

15.1 Duration. The term of this Agreement (the “Subscription Term”) will commence on the Effective Date and continue for a period of one (1) month or twelve (12) months, as indicated in the Order. The expiration date of the Contract is indicated in the Order.

AUTOMATIC RENEWAL: YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. You will be charged the then-current Subscription Fees for the renewal term unless you terminate this Agreement in accordance with Section 15.2. You may cancel your subscription at any time by following the termination procedures set forth in Section 15.2. If we change the Subscription Fees, we will provide you with notice as required under Section 3.2. By agreeing to these Terms, you acknowledge that your subscription has an automatic renewal feature and you accept responsibility for all recurring charges prior to cancellation.

Thereafter, the Subscription Term will be renewed as follows (the “Renewal Term”):

For annual subscriptions: The Contract is automatically renewed for a one year period unless either party elects not to renew by written notice 30 days or more prior to the renewal date.

For monthly subscriptions: The Contract is automatically renewed for an additional period of one month, unless one of the parties refuses such renewal by written notification 10 days or more before the renewal date.

15.2 Termination. 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. Either party may terminate this Agreement for convenience at the end of the then-current Subscription Term by providing written notice to the other party at least thirty (30) days prior to the end of such Subscription Term for annual subscriptions, or at least ten (10) days prior to the end of such Subscription Term for monthly subscriptions.

15.3 Early Termination by Customer. If Customer terminates this Agreement prior to the expiration of the then-current Subscription Term for any reason other than Vendor’s material breach, Customer shall remain liable for all Subscription Fees due through the end of the then current Subscription Term.

15.4 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), 11.2 (Warranty Disclaimers), 12 (Indemnification), 13 (Limitation of Liability), and 14 (Dispute Resolution; Arbitration; Class Action Waiver); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

16. MISCELLANEOUS.

16.1 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.

16.2 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@we-partake.com and such notices will be deemed received 72 hours after they are sent.

16.3 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.

16.4 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 16.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

16.5 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.

16.6 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.

16.7 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 State of New York, 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 state and federal courts located in New York County, New York. This Section 16.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.

16.8 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.

16.9 Export and Sanctions Compliance. Customer shall not use the Platform in violation of any applicable US export control laws or economic sanctions . Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive US sanctions .

16.10 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.

16.11 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 15, 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.

16.12 California Consumer Rights Notice. If you are a California resident, you may have specific rights under California law. Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights notice: You may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

16.13 No Support. Vendor is under no obligation to provide support for the Services. In instances where Vendor may offer support, such support will be subject to Vendor’s then-current support policies. 

16.14 Geographic Restrictions. The Services are intended for users located within the United States. Vendor makes no representation that the Services are appropriate or available for use outside of the United States. Access to the Services from countries or territories where such access is illegal is prohibited.

17. PROHIBITIONS

It is forbidden to sell or rent items on the Partake.

It is forbidden to lend or borrow the following items on the Partake:

  • Medical accessories
  • Sex-related items
  • Consumable products such as alcohol, tobacco, drugs, and food
  • Accessories related to drug or tobacco use
  • Weapons or related items (archery equipment, paintball gear, and firearm scopes are permitted)
  • Items for babies that do not meet US Consumer Product Safety Commission (CPSC) safety standards (e.g., baby nests, baby walkers)
  • COVID-19 related items
  • Items displaying offensive or obscene content
  • Used cosmetics
  • Identification documents
  • Radio equipment or other devices that violate Federal Communications Commission (FCC) regulations
  • 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 the US Food and Drug Administration (FDA) or other applicable US regulatory agencies
  • Blood, body fluids or body parts
  • Underwear