Terms of use

TERMS OF USE

"LA RUCHE" CROWDFUNDING PLATFORM

These terms of use ("Terms of Use") entail legal obligations and acceptance thereof constitutes a contract between the User and LA RUCHE (Mouvement Ça Bouge!). Please read carefully the Terms of Use before using the website www.laruchequebec.com (the "Platform"), property of LA RUCHE, a non-profit organization duly incorporated under Part III of the Companies Act. When using the Platform or the services offered on the Platform (the "Services"), you agree, without reserve or restriction, to comply with the Terms of Use, including the Privacy Policy, as well as all other regulations, terms, conditions and policies displayed on the Platform. If you do not accept the Terms of Use, please stop using the Platform and the Services immediately.

Please note that LA RUCHE reserves the right, at any time and at its sole discretion, to change the Terms of Use. Following any such changes, by continuing to use the Platform or the Services, you agree, without reserve or restriction, to comply with the Terms of Use.

1. OVERVIEW

The Platform allows users (the "Promoters") to start crowdfunding campaigns for various types of projects (the "Projects"). Users of the Platform who want to promote a Project (the "Contributors") must pledge to pay a sum (the "Contributions") to the Promoter if the latter achieves the pre-set funding target within a determined period. In exchange for a Contribution, the Promoter may undertake to provide the Contributor with a product or a service related to the Project (the "Reward"), if any.

2. REGISTRATION, ACCOUNTS AND PASSWORDS

Registration is required to use the Platform and the Services as a Promoter or a Contributor. Upon registering for an account as a Promoter or a Contributor, you agree to provide true and complete information about yourself as required by the registration process, and to make all necessary updates so that such information be accurate at all times. You also agree: (i) to ensure the confidentiality of any passwords or other account identifiers you will have chosen or which will be attributed to you upon registration for the Services; and (ii) to assume responsibility with respect to any activity related to the use of these passwords or of your account. Furthermore, you agree to notify LA RUCHE of any unauthorized use of your password or account. Under no circumstances will LA RUCHE be held liable, directly or indirectly, for any loss or damage of any kind resulting from a failure to comply with this provision or related to such failure.

Please take note that LA RUCHE reserves the right, at any time and in its sole discretion, to refuse or cancel a registration if the Terms of Use are not respected.

3. RULES OF CONDUCT

When using the Platform and the Services, you agree to comply with all applicable laws and the Terms of Use. You acknowledge that LA RUCHE may investigate any violation of the law and collaborate with the authorities of law enforcement in the context of proceedings against a User. In addition, you agree not to (i) post, transmit or otherwise distribute elements, information or content, or create a hyperlink towards material, information or content which aim, advocate or encourage a conduct that could constitute a criminal offense or lead to civil liability, or to otherwise use the Platform illegally; (ii) defame, abuse, stalk, harass or threaten anyone, or otherwise violate other people’s legal rights, including without limitation the rights protecting privacy and publicity; (iii) post, transmit or otherwise distribute any material or information that is inappropriate, profane, defamatory, counterfeited, obscene, indecent or unlawful, or create a link to this type of information; or (iv) post, transmit or otherwise distribute any information, material or content (including, for greater certainty, a software) which contains a virus, cancelbot, Trojan horse, worm or other harmful or disruptive component, or create a hyperlink to this type of information, material or content.

Please note that LA RUCHE reserves the right, at any time and in its sole discretion, to remove without notice any content on the Platform.

4. CONTENT, LICENSE AND INTELLECTUAL PROPERTY

As part of crowdfunding campaigns, Promoters, Contributors and visitors of the Platform (collectively, the "Users"), are required to submit, download and/or stream content on the Platform in various forms, including and without limitation, texts, illustrations, images, photographs, information, audio clips, video clips and software (collectively, the "Content").

Content submitted, downloaded and/or posted on the Platform by Users is not at any time the property of LA RUCHE. When a User submits, uploads or distributes the Content on the Platform, he, she or it represents to be the owner of rights in such Content, or to have necessary authorizations from the actual owners of the Content so as to be able to grant the licenses provided below.

To ensure the effectiveness of a campaign for a Project, whenever a User submits, downloads and/or distributes Content on the Platform, that User agrees to provide LA RUCHE with a worldwide, non-exclusive, perpetual, irrevocable, free of any royalties, transferable license allowing its affiliates and their directors, employees or agents to use, edit, modify, create derivative works, reproduce, display, broadcast, market, sell, distribute, exploit in full and to grant sublicenses of such Content, but only in the context of the performance of the Platform’s activities and/or Services, as well as all publicity or press coverage related to the Platform and/or the Services. However, when submitting, downloading and/or distributing Content on the Platform, the User agrees to grant other Users a worldwide, non-exclusive, perpetual, irrevocable, free of any royalty license enabling Users to use, listen, view, reproduce, distribute and transmit Content for personal and non-commercial purposes. In addition, by submitting, uploading or posting Content on the Platform, the User irrevocably waives any moral rights he, she or it has or may have in the Content. At no time may the granting of a license to LA RUCHE and other Users be construed as granting more rights than those described previously. The User retains full ownership of the rights with respect to the Content he, she or it submits, downloads and/or broadcast on the Platform.

At no time can LA RUCHE be held responsible for the Content submitted, downloaded or broadcasted on the Platform, including, without limitation, as to its accuracy.

Please note that LA RUCHE reserves the right at any time and in its sole discretion, to remove or change without prior notice the Content submitted, downloaded or broadcasted on the Platform by a User.

5. CONTENT OF EXTERNAL WEBSITES

The Platform contains hyperlinks to external websites ("External Websites") that will take you outside the Platform. LA RUCHE provides Users with these hyperlinks as a convenience. The External Websites being outside the control of LA RUCHE, the hyperlinks cannot be construed as approval or endorsement of their content by LA RUCHE.

At no time can LA RUCHE be held responsible for the content of External Websites, hyperlinks they contain or any changes or updates made to them, and LA RUCHE offers no guarantee about them.

6. HYPERLINKS TO THE WEBSITE

To contribute to the growth of crowdfunding campaigns, LA RUCHE encourages Users to integrate hyperlinks to the Platform. However, LA RUCHE does not wish to be associated to any third party website (i) which contains a content that constitutes, or encourages a conduct that would constitute, a criminal offense, give rise to civil liability or would otherwise be a violation of any local, state, provincial, national or international law or regulation, which is likely to harm or impair the operations, credibility or integrity of LA RUCHE and its Users or which contains, posts or transmits any material or information that crosses the line of society’s moral standards; or (ii) which contains, posts or transmits any information, software or other material which violates or infringes on the rights of others, including material which is an invasion of privacy or rights relating to the protection of personality, or which is protected by copyright, trademark or other intellectual property right.

Please note that LA RUCHE reserves the right at any time and in its sole discretion, to prohibit, deny and to require the removal of a hyperlink to the Platform.

7. PLATFORM TERMS FOR PROMOTERS

In order to launch a crowdfunding campaign for a Project on the Platform, a User must open an account as a Promoter by following the registration process and complying with the procedures provided for this purpose. In addition, the Promoter who wants to start a crowdfunding campaign on the Platform must open a Stripe account.

Thereafter, the Promoter must submit its Project to LA RUCHE through a form available on the Platform (the "Form") and provide therein the following information: (i) the name of the Promoter; (ii) the name and a detailed description (text, images, video, etc.) of the Project; (iii) the amount he, she or it wishes to raise for the Project (the "Target"); (iv) the deadline to reach the Target (the "Period"); (v) the detailed list of products and services he, she or it will give to a Contributor as a Reward, if any; (vi) the estimated market value of the Reward offered, if applicable (vii); the period within which he, she or it intends to provide the Reward; (viii) the email address linked to their Stripe account.

Once the Form is submitted, LA RUCHE assesses the Project and determines, in its sole discretion and within a reasonable timeframe which is also in its sole discretion, whether the Project is eligible. For informational purposes only, here are some general guidelines for the eligibility of a Project:

• It does not promote violence;

• It is not political, religious or sexual in nature;

• It is not discriminatory;

• It contributes to the vitality and the influence of Quebec City or its region by its theme, by hiring a local workforce, by its place of execution, or by any other characteristic;

• The realization of the Project has a realistic budget and deadline.

IF THE PROJECT SUBMITTED BY THE PROMOTER IS DEEMED ELIGIBLE BY LA RUCHE, IN ITS SOLE DISCRETION AND WITHIN A REASONABLE TIMEFRAME ALSO IN ITS SOLE DISCRETION, THE PROMOTER ACCEPTS, WITHOUT RESERVE OR LIMITATION THE TERMS OF USE, INCLUDING WITHOUT LIMITATION THE FOLLOWING:

• The Project is published and publicly available on the Platform until the end of the Period;

• Once the Project is published on the Platform, the Promoter cannot modify it, except upon prior written approval by LA RUCHE;

• Once the Project is published on the Platform, a Contributor can register his, her or its Contribution (the "Registered Contribution"), which takes the form of a pre-authorized payment via the Stripe secure payment solution for the amount of the Registered Contribution (the "Pre-Authorized Payment");

• For additional clarity, the Registered Contribution is a promise, by the Contributor, to pay an amount of money to the Promoter if, at the expiry of the Period, the total sum of all Registered Contributions reaches or exceeds the Target;

• The Promoter understands and agrees that LA RUCHE and Stripe will respectively perceive service fees and transaction fees, plus applicable taxes as the case may be, if, at the expiry of the Period, the total sum of Registered Contributions reaches or exceeds the Target;

• The Period set to meet the Target expires at 00:01 of the day following the last day of the Period;

• If, at the expiry of the Period, Registered Contributions do not reach or exceed the Target, the Promoter does not receive Registered Contributions and Contributors are not debited;

• If, at the end of the Period, the total amount of Registered Contributions reaches or exceeds the Target, LA RUCHE immediately so informs Stripe;

Stripe then proceeds to the collection of Pre-Authorized Payments (collectively, the "Cashed Amounts") within 30 days of the expiry of the Period;

The Promoter acknowledges and agrees that Stripe pays 7% of Cashed Amounts, plus applicable taxes as the case may be, to LA RUCHE as a service fee for the use of the Platform and Services;

The Promoter acknowledges and agrees that Stripe collects a transaction fee of $0.30 + 2.9% of the amount paid to the Promoter, plus applicable taxes as the case may be;

After deductions, service fees and/or applicable taxes collected, Stripe transfers the residual Cashed Amount to the Promoter;

• For more details about the services of Stripe, please refer to Stripe’s own Terms of Use;

• The Promoter agrees to comply with legislative and regulatory requirements relating to the protection of consumers, including, but without limitation, with respect to contracts concluded at a distance;

• The Promoter undertakes to make the necessary efforts to provide, to a Contributor, the Reward, according to his, her or its Registered Contribution, as the case may be, in the estimated timeframe provided for in the Form. The Promoter shall contact LA RUCHE and any Contributor who made a Contribution to the Project if the Reward is to be delivered or paid to Contributors within a timeframe exceeding the estimated timeframe provided for in the Form, to inform them of the new delivery or payment delay for the Reward;

• If the Promoter is unable to provide a Reward to a Contributor as per his, her or its Registered Contribution in the timeframe provided for in the Form, the Promoter undertakes to reimburse the market value of the pledged Reward to the Contributor, at the latter’s request;

• The Promoter is solely and exclusively liable for damages of any kind, direct or indirect, arising from Rewards. AT NO TIME CAN LA RUCHE, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUCCESSORS AND THEIR ASSIGNS, BE HELD LIABLE FOR DAMAGES OF ANY KIND WHATSOEVER, DIRECT OR INDIRECT, RELATED TO THE REWARDS OR TO THE PROMOTER’S INABILITY OR DELAY TO DELIVER OR PAY THE REWARD TO CONTRIBUTORS;

• The Promoter is solely responsible for the application, collection and payment of any tax, including applicable consumption taxes, as the case may be;

• The Promoter is responsible for paying any applicable taxes to the appropriate taxing authorities, which implies that he, she or it is or will be registered in the relevant jurisdictions, as the case may be;

• The Promoter acknowledges and agrees that LA RUCHE is not responsible for the collection, payment or delivery of any tax that is or would become payable to the authorities in connection with the Contributions obtained by the Promoter;

• LA RUCHEis not responsible or has no obligation to verify, give advice or make representations with respect to concepts of taxes such as tax rate changes, the application of taxes on the Promoter’s transactions, as well as on its obligations.

By launching a crowdfunding campaign for a Project on the Platform, the Promoter offers the opportunity for Contributors to contract directly with him, her or it. At no time is LA RUCHE a party to the contract formed between the Promoter and Contributor. The Promoter undertakes to hold LA RUCHE, its affiliates and their directors, employees, agents, licensors or their successors and assigns, harmless from any damages of any kind, direct and indirect, he, she or it may suffer, and agrees not to assert, against them, any claim arising from the contract between the Contributor and the Promoter or the use of the Platform or the Services.

The Promoter understands and agrees that LA RUCHE can in no way be liable for the performance of the Contributor’s obligations towards the Promoter.

The Promoter may also from time to time receive assistance or advice from one or more of the SM40 Ambassadors of the Platform, as identified on the Platform. The SM40 Ambassadors are young Quebec personalities who volunteer within the operations of the Platform in order to assist Promoters in their undertakings. AT NO TIME CAN ONE OR MORE SM40 AMBASSADORS, THEIR AFFILIATED CORPORATIONS AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUCCESSORS AND THEIR ASSIGNS, BE HELD LIABLE FOR ANY DAMAGES OF ANY KIND, DIRECT OR INDIRECT, RELATED TO THE VOLUNTARY ASSISTANCE OFFERED TO A PROMOTER WITHIN THE CONTEXT OF THE PLATFORM.

Please note that upon registration of an account as a Promoter, you must expressly accept, without reserve or restriction, the Terms of Use.

8. PLATFORM TERMS FOR CONTRIBUTORS

To contribute monetarily to a crowdfunding campaign for a Project on the Platform, a User must open an account as a Contributor by following the registration process and complying with the procedures provided for this purpose.

BY REGISTERING A CONTRIBUTION TO A PROJECT, THE CONTRIBUTOR ACCEPTS WITHOUT RESERVE OR RESTRICTION, THE TERMS OF USE, INCLUDING, WITHOUT LIMITATION AS TO THEIR SCOPE, THE FOLLOWING:

• The Contributor understands and agrees that LA RUCHE and Stripe shall respectively perceive service fees and transaction fees, plus applicable taxes as the case may be, if, at the expiration of the Period, the total sum of Registered Contributions reaches or exceeds the Target;

• At any time before the expiration of the Period, the Contributor may withdraw his, her or its Registered Contribution;

• Upon registering a Contribution for a Project on the Platform, the Contributor is automatically redirected to the Stripe website to make a Pre-Authorized Payment, which remains valid for a period of 30 days following the expiry of the Period;

• For additional clarity, the Registered Contribution is a promise to pay an amount of money to the Promoter if the Target is reached or exceeded at the expiry of the Period;

• The Period set to meet the Target expires at 00:01 of the day following the last day of the Period;

• If, at the expiry of the Period, the total amount of the Registered Contributions does not reach or exceed the Target, the Promoter does not receive Registered Contributions and Contributors are not debited;

• If, at the expiry of the Period, the total amount of the Registered Contributions reaches or exceeds the Target, LA RUCHE immediately so informs Stripe, which then proceeds to the collection of Pre-Authorized Payments;

The Promoter acknowledges and agrees that Stripe pays 7% of Cashed Amounts, plus applicable taxes as the case may be, to LA RUCHE as a service fee for the use of the Platform and Services;

The Promoter acknowledges and agrees that Stripe collects a transaction fee of $0.30 + 2.9% of the Cashed Amounts, plus applicable taxes as the case may be;

• For more details about the services of Stripe, please refer to Stripe’s own Terms of Use;

• The Contributor pledges that an amount equivalent to the Registered Contribution for a Project be available on his credit card at all times between the moment where the Contribution is registered and where the Registered Contribution will actually be debited;

• Subject to the Privacy Policy, the Contributor who registers a Contribution to a Project authorizes LA RUCHE to convey to the Promoter of such Project his, her or its user name as well as the value of the Registered Contribution. Should the Project meet or exceed the Target at the expiry of the Period, the Contributor who registered a Contribution for a Project authorizes LA RUCHE to convey to the Promoter of such Project his, her or its name, email address and any other information to enable the Promoter to receive the Registered Contributions.

By registering a Contribution to a Project, the Contributor accepts the Promoter’s offer and the contract formation between him, her or it and the Promoter. At no time is LA RUCHE a party to the contract formed between the Promoter and Contributor. The Contributor undertakes to hold LA RUCHE, its affiliates and their directors, employees, agents, licensors or their successors and assigns harmless from any damages of any kind, direct and indirect, he, she or it may suffer, and agrees not to assert, against them, any claim arising from the contract between the Contributor and the Promoter or the use of the Platform or the Services.

The Contributor understands and agrees that LA RUCHE can in no way be held liable for the performance of the Promoter’s obligations towards the Contributor.

AT NO TIME CAN LA RUCHE, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUCCESSORS AND THEIR ASSIGNS, BE HELD LIABLE FOR DAMAGES OF ANY KIND WHATSOEVER, DIRECT OR INDIRECT, ARISING OUT OF THE AGREEMENT BETWEEN THE CONTRIBUTOR AND THE PROMOTER, OUT OF REWARDS OR OUT OF THE USE OF THE PLATFORM AND SERVICES.

Please note that at the time of registration of an account as a Contributor, you must expressly accept, without reserve or restriction, the Terms of Use.

9. FEES AND TRANSACTION

Opening an account as a Promoter or a Contributor to use the Platform is free.

Stripe sends a confirmation to the concerned Contributor and to LA RUCHE when a Pre-Authorized Payment is registered on its website in connection to a Project and a Registered Contribution. Once the Pre-Authorized Payments are collected and the Cashed Amount transferred as described above, Stripe confirms to interested persons which transactions were carried out. Subject to available information forwarded by Stripe, LA RUCHE updates the status of transactions in the Contributor’s file.

For additional details, please refer to Stripe’s own Terms of Use.

At no time can LA RUCHE, its affiliates and their directors, employees or agents be held liable for non-compliance by a Contributor of its obligations towards the Promoter. Thus, in the event that Stripe is not able to debit a Contributor for any reason whatsoever, LA RUCHE may contact said faulty Contributor so that he may rectify the situation, but no other obligation or liability can be imputed to LA RUCHE in this regard.

At no time does the Contributor’s bank or credit card data transit through LA RUCHE, its affiliates and their directors, employees or agents (see the Privacy Policy).

Transactional services not being offered by LA RUCHE, its affiliates and their directors, employees or agents, at no time can LA RUCHE, its affiliates and their directors, employees or agents be held liable for the proper functioning of Stripe’s secure payment solution.

10. PRIVACY

LA RUCHE attaches great importance to the respect and privacy of your personal data. For more details, please refer to our Privacy Policy.

11. TERMINATION

At any time, without prior notice and at its sole discretion, LA RUCHE reserves the right to suspend or cancel the account of a Promoter or a Contributor for any reason whatsoever.

12. INDEMNIFICATION

By using the Platform and Services, you agree to hold LA RUCHE, its affiliates and their directors, employees, agents, licensors or their successors and their respective assigns, unharmed from and against, and take up the cause for them on all claims, demands, liabilities, costs or expenses of any kind, including, without limitation, legal fees and disbursements resulting directly or indirectly from: (i) your breach of the Terms of Use; (ii) your browsing, use or inability to browse or use the Platform or the Services or any other website to which the Platform is or may be related from time to time; (iii) the use of publications, communications, distribution or downloads of any kind through the Platform or the Services, or from your reliance on them; and/or (iv) your violation of applicable laws or regulations. You also undertake to cooperate with LA RUCHE, its affiliates and their directors, employees, agents, licensors and their respective successors and assigns in the objection to any claim.

13. LIMITATION OF LIABILITY

THE PLATFORM, SERVICES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." YOU BROWSE AND USE THE PLATFORM, SERVICES AND CONTENT AT YOUR OWN RISK. LA RUCHE MAKES NO REPRESENTATION OR WARRANTY AS TO THE PLATFORM, SERVICES OR CONTENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO (i) THE MERCHANTABILITY, FITNESS OF THE CONTENT TO A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; (ii) THE SAFE, UNINTERRUPTED AND ERROR-FREE FUNCTIONING OF THE PLATFORM, SERVICES OR CONTENT; (iii) THE FACT THAT USE OF THE PLATFORM OR SERVICES WILL MEET YOUR NEEDS AND EXPECTATIONS; (iv) THE ACCURACY, COMPLETENESS, RELIABILITY OR RELEVANCE OF THE PLATFORM, SERVICES OR CONTENT; (v) THE CORRECTION OF DEFECTS OR ERRORS IN THE PLATFORM, SERVICES OR CONTENT; (vi) THE ABSENCE OF VIRUSES OR HARMFUL COMPONENTS IN THE PLATFORM, SERVICES OR CONTENT; AND (vii) THE SECURE AND INTERCEPTION-FREE TRANSMISSION OF COMMUNICATIONS THROUGH THE PLATFORM, SERVICES OR CONTENT.

LA RUCHE, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, SHALL IN NO CIRCUMSTANCES BE HELD LIABLE FOR ANY DAMAGES WHATSOEVER, DIRECT OR INDIRECT, ARISING DIRECTLY OR INDIRECTLY FROM THE USE OR PERFORMANCE OF THE PLATFORM, SERVICES, CONTENT OR EXTERNAL SITES, INCLUDING BUT NOT LIMITED TO, LOSS OF MONEY OR BUSINESS OPPORTUNITIES ARISING FROM A CROWDFUNDING CAMPAIGN FOR A PROJECT ON THE PLATFORM, EVEN IF THEY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

14. APPLICABLE LAWS

Without regards to principles of conflict of laws, the Terms of Use and the use of the Platform and the Services are governed by the laws of the Province of Quebec and the laws of Canada. When using the Platform or the Services, you acknowledge that any dispute arising directly or indirectly from your use or the Terms of Use shall be subject to the jurisdiction of the courts of the district of Quebec, Province of Quebec.

15. GENERAL

The Terms of Use and the Privacy Policy supersede any other prior agreement which could have intervened and constitute the entire agreement between you and LA RUCHE. You may not assign or transfer the Terms of Use as well as the Privacy Policy nor any right and/or obligations pursuant to their terms. LA RUCHE’s negligence or delay in exercising a right, action, power or privilege under these Terms of Use does not constitute a waiver of such rights, actions, powers or privileges. A waiver, to be valid, must be done in writing and must be signed by LA RUCHE. A written waiver relating to a default shall not be construed as constituting a waiver related to any other default or to any default of the same kind which might arise subsequently.

Should one or more provisions of the Terms of Use or the Privacy Policy be declared invalid or inapplicable by a tribunal of a competent jurisdiction, such invalidity or inapplicability would not have the effect of affecting the validity or applicability of the other provisions, Terms of Use or Privacy Policy, and the Terms of Use or Privacy Policy should then be interpreted as though the invalid or inapplicable provision had never been a part of the Terms of Use or the Privacy Policy.

16. CONTACT

For any question or comment, please contact:

Email: info@laruchequebec.com

Telephone (418) 641-6654, extension 5492

Ça bouge!

399 St-Joseph Street East

Quebec, Qc

Canada G1K 8E2