ToolShed Terms of Service

Last revised: November 29, 2017


Thank you for signing up with ToolShed! This document sets out contractual terms for your participation in the ToolShed  sharing community. The terms are legally binding on you, so it’s important that you read and understand them.

Below are the general terms that apply to all users of the ToolShed sharing community, as well as those terms that apply specifically to tool Borrowers and tool Lenders. All of the terms stated in this Terms of Service, together with ToolShed’s Privacy Policy provided on the OurToolShed.com site (the “ToolShed Policies), constitute the “Agreement” between you and ToolShed. ToolShed may change the terms of the Agreement from time to time.

The Agreement governs your access to and use of the ToolShed app and our websites, and any lending, borrowing, or other activities related to our services. If you do not agree with all of provisions in this Agreement on behalf of yourself, or if you represent another entity and you do not have authority to bind the entity to its provisions, you may not use the ToolShed app, our website, Services, or Content, and you must not accept this Agreement.

As stated on the OurToolShed.com site and in our mobile application(s), you accept this Agreement either by (a) clicking the appropriate button to continue with your ToolShed registration or activity, or (b) accessing or using Our Services, including our website.

If you enter into this Agreement on behalf of a company or other legal entity, you represent you have authority to bind such entity to this Agreement’s provisions. This Agreement is effective between you and us as of the date of you accept this Agreement.

If you have any questions for us concerning the Agreement or ToolShed generally, please contact us at info@ourtoolshed.com.

Thank you for your interest in ToolShed!

~The ToolShed Team

Table of Contents

1. Definitions. 1

2. ToolShed Responsibilities. 1

3. Use of Services. 2

4. Payments. 2

5. Licenses. 2

6. Confidentiality. 3

7. Warranties, Disclaimers, and Limitation of Liability. 3

8. Term and Termination. 4

9. General Provisions. 4

10. Terms for Borrowers. 5

11. Terms for Lenders. 6

12. Terms for Text Messages. 7

 

1. Definitions

“Account” means an established technique for connecting a user and ToolShed Services, and is comprised of a username, password, User Data, and other information related to the user.

“Agreement” means this Terms of Service document, together with ToolShed’s Privacy Policy provided on the ToolShed App or website.

“Beta Services” means services or functionality that may be made available to you to try at your option and which are designated as free, beta, evaluation, or with a similar description.

“Borrower” means a User who borrows a tool listed within the ToolShed sharing community and pays applicable wear and tear and service charges.

“Confidential Information” means any technical, financial, strategic and other proprietary and private information relating to ToolShed’s business, operations and properties, including User Data disclosed to you by ToolShed.

“Content” means the products listings, documentation and other information made available to you through the Services.

“Lender” means a User who owns tools and lends them out through the ToolShed sharing community and receives payment for  applicable tool wear and tear.

 “Registration Form” means a registration document or online application for Services to be provided under this Agreement that is submitted either by you or the organization of which you are a part.

“Our,” “Us,” or “We” means ToolShed, a business of SymbiAutic, Corp.

“Services” means products and services provided through the Toolshed mobile app or website or provided to you as Beta Services.

“User” means an individual or organization who has registered a ToolShed account and in doing so has accepted the terms of this Agreement.

“User Data” means electronic data and information submitted by you or (if you are an organization) your Users to the Services.

 “You” or “Your” means, if you are acting only on your own behalf, the individual person accessing the Services or Content. If you are acting on behalf of a company or other organization, You or Your means that company or organization.

2. ToolShed Responsibilities

2.1. Provision of Services. We will make available the ToolShed app and related Services.

2.2. Beta Services. At our option, we may make a free trial or other optional Beta Services. Beta Services are intended for evaluation purposes, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of 60 days from the trial start date or the date we provide You notice of the period end. We may discontinue Beta Services at any time in our sole discretion, and may never make them generally available. BETA SERVICES ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY AND NO OBLIGATION OF SUPPORT. NEITHER WE NOR OUR SUPPLIERS WILL HAVE ANY LIABILITY TO YOUR OR A THIRD PARTY FOR ANY DAMAGE ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES.

3. Use of Services

The following terms apply to each User (including Borrowers  and Lenders) of the ToolShed sharing community:

3.1. Registration and Verification. When you sign-up for various services offered by ToolShed, you will provide certain information about yourself (e.g. information concerning your tools, your local address, etc.). You promise to provide complete and accurate information to ToolShed. ToolShed may use third party services to verify the information you provide to us and to obtain additional related information and corrections where applicable and you hereby authorize ToolShed to request, receive, use and store such information for a reasonable period of time. ToolShed may accept or reject your registration application in its discretion for any reason. Access to or use of the Services is authorized for the User for which an account is specified in the Registration Form.

3.2. On-going Information Updates. You promise to update the information you have provided to ToolShed in the event of any changes to your contact information, tool information, etc. Specifically, with respect to your contact information, ToolShed may deliver notices to you at the most recent email and billing address, and mobile phone number provided by you, and those notices will be considered valid even if you no longer maintain the email account, mobile phone number, or receive mail at that address. Also, you are and will be solely responsible for all of the activity that occurs through your account, so please keep your password and account information secure. ToolShed may use and share your information as described in our Privacy Policy.

3.3. Compliance. You agree that you will always use ToolShed Services in compliance with the terms of this Agreement and any other policies and standards provided to you by ToolShed, including data protection laws. The Services, Content, or other technology we make available may be subject to export laws and regulations of the United States and other jurisdictions. You agree to comply with such laws and represent you are not named on any U.S. government denied-party list. You promise ToolShed that you have the legal right to enter into this Agreement and to use ToolShed Services. You promise that your activities with ToolShed will not violate anyone else’s rights. You also agree to comply with all applicable laws and regulations. If you are an organization, you agree to be responsible for each User of your organization’s compliance with this Agreement.

3.4. Restrictions on Submissions. You may not submit to the Services or use the Services to (a) store or transmit information that is tortious, threatening, harassing, obscene, offensive, or in violation of laws including those regarding privacy, data protection, or intellectual property, or (b) store or transmit malicious code (code, scripts, agents or other items intended to do harm, such as viruses). The previous sentence includes a prohibition against submitting or storing any photos, videos, writings, or other materials if you do not have the rights to store or submit such materials. We are not obligated to but we have the right to remove User Data that in our judgment violates Agreement terms. 

3.5. Restrictions on Use. You will not (a) make the  Services or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users,  (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) interfere with or disrupt the integrity or performance the Services or third-party data contained therein, (d) attempt to gain unauthorized access to any Services or Content or related systems or networks, (e)  copy Services or any part, feature, function or user interface thereof, (f) copy Content except as permitted herein or in a Registration Form or Documentation, (g) frame or mirror any part of any Service or Content, other than on your own intranets for your own internal business purposes, or (h) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement or by you or Users that in our judgment threatens the security, integrity or availability of the Services, may result in our immediate suspension of the Services. For paid services we will use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy such violation or threat.

3.6. Minimum Age. You must be at least 18 years of age to use ToolShed Services and must confirm your age during the registration process.

3.7. Non-ToolShed Providers. We or third parties may make available third-party products, content, or services. Any acquisition of these, and any exchange of data between you and a non-ToolShed entity, product or service is solely between you and the applicable entity. We do not offer any warranty or support for non-ToolShed products, content, or services.

4. Payments

4.1. Fees. You agree to pay the fees resulting your use of the Services. This may include usage fees, any applicable late fees, insurance fees, or other fees associated with lending, borrowing, or other use of the Services, and reimbursement for damage of an item you borrow. Our fee schedule will be adjusted over time to account for changes in supply, demand, or costs. At the time of a transaction, we will clearly identify the associated fees.

4.2. Credit Card Payment. In order to use the services, you must provide us with valid and current credit card information. You authorize us to charge such credit card for fees you owe as a result of your use of the Services. If for any reason the credit card you provided is not used to pay fees that you owe, you agree to promptly (within 48 hours) make payment using an alternative payment source.

4.3. Late Payments. If you are late in making payments, the unpaid amount will accrue interest at the lower of 1% per month or the highest rate permitted by law. We have the right to recover from you any collection costs (including attorney´s fees) we incur as a result of any late payment. If an amount owing is 30 or more days overdue, we may, without limiting our other remedies, suspend Services until such amounts are paid.

4.4. Taxes. Users are fully responsible for all taxes relating to or arising out of your activities under this Agreement. ToolShed will need certain information from you to ensure we are able to report income paid to you as required by law. ToolShed may withhold payments until we have received that information from you.

5. Licenses

5.1. Licenses. The ToolShed sharing community contains copyrighted material, trademarks, and other proprietary information, all of which is individually and collectively protected by copyrights laws and other intellectual property laws in the United States and internationally. Except as part of the intended use of the ToolShed sharing community, you must not copy, distribute, make available, publicly perform, display or create any work based on such content, or exploit such content in any way, in whole or in part. Except for content provided by users through the ToolShed sharing community, all of the content presented through the ToolShed sharing community  is owned by ToolShed and its licensors. All rights are hereby expressly reserved.

5.2. License to Services and Content. Subject to payment of applicable fees and compliance with the provisions of this Agreement, we grant you a license to access and use our Services and Content for your internal use (or if you have signed up as an organization, within your organization). This license does not allow you to distribute or provide the Services or Content to third parties.

5.3. License to Feedback. You grant us a worldwide, perpetual, irrevocable, royalty-free, sub-licensable license to use and incorporate into our services or products any suggestion, enhancement request, recommendation, correction or other feedback provided by you or members of your organization relating to the Services, including the ToolShed app.

5.4. License to Data You Submit. You grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable license (a) for the purposes of providing the Services, to host, copy, encode, store, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, transmit and display data you submit, and (b) so long as we don’t disclose to a third party information that identifies you or your organization, exercise the same licenses described in subpart (a) in our research, development and marketing efforts, including in improving and developing services, products, or materials provided to you or other entities.

5.5. Restrictions on Use/Access. Without our express prior written consent, you may not access or make any use of the Services or Content if you are our competitor or for benchmarking or competitive purposes (including the development or comparison of products or services).

5.6. Reservation of Rights. We and our suppliers reserve all right, title and interest in and to the Services and Content; no rights or licenses are granted to you other than as expressly set forth in this Agreement.

5.7. Copyright Policy. If you believe that your work has been copied through our Services or sites in a way that constitutes copyright infringement, you may provide our copyright agent a notice as described below. We respect the intellectual property of others, and ask users of our services to do the same. We may in our discretion suspend or terminate the accounts of users who infringe copyrights. A notice of claimed infringement should include (a) signature of the person authorized to act on behalf of the owner of the copyright, (b) a description of the work you claim has been infringed, (c) details regarding where the material claimed to infringe is located on our site, (d) your physical address, telephone number, and email address, (e) your statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law (including by the copyright principle of fair use), (f) your statement made under penalty of perjury that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the owner's behalf. Our copyright agent for notice of infringement claims can be reached at Copyright Agent, ToolShed, at info@ourtoolshed.com.

6. Confidentiality

6.1. Confidentiality. You agree not to use any Confidential Information for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of ToolShed in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to ToolShed with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by ToolShed or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of ToolShed; becomes known to you, without restriction, from a source other than ToolShed without breach of the Agreement by you and otherwise not in violation of ToolShed’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to ToolShed to enable ToolShed to seek a protective order or otherwise prevent or restrict such disclosure.

7. Warranties, Disclaimers, and Limitation of Liability

7.1. Warranties. For fee-based Services only, we warrant that we will provide the Services using a commercially reasonable level of care. If the Services fail to meet this warranty, at our option and as the exclusive remedy we will either (a) repair the Services so that they are no longer in breach, or (b) return most recent access fees paid prior to our failure to remedy the breach. This limited warranty is subject to the following limitations: (i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last the minimum period allowed under law and no longer than one year from the start of the limited warranty; (ii) it does not cover problems caused by accident, abuse or use in a manner inconsistent with this Agreement or our published documentation or guidance, or resulting from events beyond our reasonable control; (iii) it does not apply to problems caused by a failure to meet minimum system requirements; and (iv) it does not apply to Beta Services.

7.2. Disclaimer of Warranties. This Agreement describes all of ToolShed’s obligations in the event of any loss or damage resulting from your participation in the sharing community. In order to disclaim warranties and to provide for certain limitations on our liability, we are required to provide the following information in this format:

TOOLSHED PROVIDES A SHARING COMMUNITY  THAT ENABLES TOOL SHARING SERVICES BETWEEN TOOL LENDERS AND TOOL BORROWERS. TOOLSHED DOES NOT LEND TOOLS AND IS NOT RESPONSIBLE FOR ANY OF THE ACTS OR OMISSIONS OF ANY OF THE USERS OF ITS SHARING COMMUNITY, THE TOOL MANUFACTURER OR ANY THIRD PARTY PROVIDER OF SERVICES (E.G. TOOL SERVICE WARRANTY). EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, TOOLSHED HEREBY DISCLAIMS ANY WARRANTY OF ANY KIND WITH RESPECT TO THE TOOLS AND OTHER PRODUCTS AND SERVICES PROVIDED BY OR THROUGH TOOLSHED, WHETHER SUCH WARRANTIES ARE EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TOOLSHED MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR SECURE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. USE OF THE SERVICE, AND ANY TOOLS BORROWED OR LENT THROUGH THE SHARING COMMUNITY, IS AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOOLSHED WILL CREATE ANY EXPRESS WARRANTY.

7.3. Limitation of Liability. IN NO EVENT WILL TOOLSHED OR OUR SUPPLIERS’ AGGREGATE LIABILITY TO YOU FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY. TOOLSHED’S LIABILITY UNDER THIS AGREEMENT, WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, WILL IN NO EVENT EXCEED THE LESSER OF THE AMOUNTS PAID TO YOU UNDER THIS AGREEMENT OR $100.

WE AND OUR SUPPLIERS WILL NOT HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. THIS AGREEMENT SETS FORTH CERTAIN RIGHTS AND RESPONSIBILITIES. SOME STATES MAY PROVIDE YOU WITH OTHER SPECIFIC LEGAL RIGHTS. THE TERMS OF THIS SECTION WILL APPLY ONLY TO THE EXTENT ALLOWED BY APPLICABLE LAW.

8. Term and Termination

8.1. Term of Agreement. This Agreement begins on the date it is accepted by you and continues while you make use of the Services or have any obligation related to the Services (such as an obligation to pay fees).

8.2. Termination. You may discontinue your use of the ToolShed sharing community at any time and ToolShed may terminate your access to the ToolShed sharing community for any reason or no reason. Termination of access to the sharing community will not release either party from any obligations incurred prior to the termination and ToolShed may retain and continue to use for its own internal purposes any information previously provided by you.

8.3. Survival. Termination of this Agreement will not have any effect on sections titled “Payments,” “Licenses,” “Confidentiality,” “Disclaimer of Warranties,” “Limitation of Liability,” “Survival,” and “General Provisions” and all of those terms will survive any termination or expiration of this Agreement.

9. General Provisions

9.1. Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and effective upon delivery of email.

9.2. Law. All matters related to or arising out of or relating to this Agreement are governed by the laws of the state of Utah, without regard to its conflicts of laws provisions. For any claim related or arising out this Agreement We and You both agree to submit to the personal and exclusive jurisdiction of the courts of the State of Utah. However, in order to protect intellectual property rights in the Services or Content or the safety or rights of a user of Our Services or web sites we may pursue injunctive relief in the jurisdiction we deem appropriate.

9.3. No Agency. ToolShed does not intend to appoint you or any other member as its employee, legal agent or to form any kind of legal partnership or joint venture. You are not authorized to make any commitments on behalf of ToolShed and ToolShed will not make commitments on your behalf, except as contemplated by the sharing community or expressly stated in this Agreement.

9.4. Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties or their employees or contractors. There are no third-party beneficiaries under this Agreement.

9.5. Insurance. In addition to the terms set forth in Sections 10.5 and 11.7 below, during the applicable borrowing period (i.e., the tool pick-up time by Borrower through their return of the tool), ToolShed will not provide certain liability insurance for bodily injury and property damage arising from use of the tool. You understand and agree that ToolShed has either waived such coverage entirely or subscribed to the lowest limit allowable by state law and that you are bound by the election and agree to be so bound. If you have questions about your own personal insurance policies, you should contact your insurance professional; if after reviewing these Terms of Service and FAQs, you or your insurance professional still have questions regarding the ToolShed policies, please contact us at info@ourtoolshed.com.

9.6. Indemnification. You will defend and indemnify Us against a demand or claim by a third party (a) arising from your use of the Services or Content in violation of the Agreement or applicable law, or (b) alleging that data you submit to our Service infringes or misappropriates intellectual property or privacy rights or violates a law. Also, you acknowledge lending, borrowing, or other use of materials made available through our service carries some risk of personal injury to the User, third parties, and property.  You agree to use any such materials safely and only in the manner for which they are intended to be used.  You agree neither We nor our suppliers will be responsible for any personal injury or property damage resulting from lending, borrowing, or other use of materials related to the services. If you borrow materials using our services, you will indemnify and defend us from and against any injury or damage claims arising out of your misuse, unsafe or reckless use, or other use of the materials.

9.7. Entire Agreement. The Agreement states the entire understanding between you and ToolShed concerning your participation in the sharing community and supersedes any prior and contemporaneous agreements, communications, proposals, or representations, verbal or written, concerning its subject matter.

9.8. Incorporation of Additional Terms. ToolShed Policies provide additional terms of your use of the ToolShed sharing community (e.g. terms describing tool use and payment requirements) that are legally binding and are hereby incorporated into this Agreement. In addition, ToolShed Privacy Policy will apply to all of the activities described in this Agreement and is hereby incorporated into this Agreement. Please review those policies carefully. If you have any questions concerning those policies, please contact us at info@ourtoolshed.com.

9.9. Changes. We may make changes to this Agreement. You may choose not to accept such changes by choosing to no longer use our Services. We may make changes to our policies related to the Services (such as the ToolShed Privacy Policy) in accordance with the provisions of such policies. We reserve the right to modify our Services or Content. For example, we may add, modify or suspend functionality or features. If you don’t like a change, you can stop using the Service.

9.10. Assignment. You may assign Agreement rights or obligations only if you receive our prior written consent (which we will not unreasonably withhold). We may assign Agreement rights or obligations to a corporate affiliate or an entity that purchases our equity, business, or assets related to the Services. You will remain responsible for your obligations hereunder in any event.

9.11. Waiver/Severability. No failure or delay by either party in exercising any Agreement right will constitute a waiver of that right. If any Agreement provision is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in effect. Any modification or waiver of any term of this Agreement must be agreed to in writing by ToolShed. ToolShed’s failure to exercise any right under this Agreement will not constitute a waiver of any other right ToolShed may have.

9.12. Dispute Resolution. In the event you encounter a financial, legal, or other dispute with a neighbor, and resolution is beyond the scope of existing ToolShed app functionality, you have obligation and right to seek resolution through personal, public and commercially available means. ToolShed relinquishes responsibility for the resolution of disputes that are beyond the functionality of the ToolShed app.   

10. Terms for Borrowers

The following Sections 10.1-6 apply if you borrow a tool using the ToolShed sharing community:

10.1. Information Provided to ToolShed. As part of establishing and maintaining your status as an authorized Borrower through the ToolShed sharing community, you will need to provide certain information about yourself. You understand and agree that you must meet the eligibility requirements at all times that you use a tool through the sharing community; if, after initial approval, you later fail to meet the eligibility requirements (e.g., your payment card expires), you are required to inform us of the change in status, and refrain from borrowing via ToolShed. As stated in Section 3 above, you have authorized ToolShed to obtain applicable personal information at any time, in order to verify that you meet the eligibility requirements of the sharing community. You understand and agree that ToolShed may periodically request additional verification of eligibility and proper verification of usage from you as a Borrower, and that if you fail to provide satisfactory evidence of your continued compliance with this Agreement, ToolShed may terminate your membership immediately. ToolShed may, subject to the terms of this Agreement and the Privacy Policy, retain and continue to use for its own internal purposes any information previously provided by you. All of your information will be held and treated in accordance with the Privacy Policy.

10.2. Fees and Losses. You are responsible for paying all fees when they come due in connection with your use of the sharing community. You authorize ToolShed to charge any payment cards on file in your account for all amounts due, including but not limited to, security deposits, processing fees, usage fees, fines/penalties, deductibles and damages, and you furthermore represent and warrant that you have the right to make this authorization.

You acknowledge that you are fully responsible for any damage, losses or other liabilities relating to your borrowing activities through the ToolShed sharing community. You agree that in the event damage is reported, ToolShed may immediately charge you up to the amount stipulated as the tool value when you borrowed the tool, plus other applicable service charges. Nothing in this Agreement is intended to limit your responsibilities or ToolShed’s legal rights in connection with your use of the sharing community (or any tools borrowed through the sharing community).

10.3. Use of a Tool. When you borrow a tool through ToolShed, you must use the tool only for its intended purposes. You must exercise reasonable care in your use of the tool. In the event ToolShed has any concern about your use of a tool, ToolShed may terminate your ToolShed registration in its discretion at any time. If you have any concerns about your proper use of a tool, please consult with the tool Lender.

10.4. Condition of Tools. You understand that, unless otherwise specifically noted, the tools offered through the ToolShed sharing community are owned by third parties and are not owned or maintained by ToolShed. Each Lender is responsible for maintaining and repairing the tool(s) they offer through the sharing community in proper working condition and is ultimately responsible for the condition of the tool at the beginning of the borrowing period. You are required to complete a visual inspection of any borrowed tool when picking up the tool from the Lender. If you find damage in your initial inspection, you must note the damage in the pick-up confirmation, to avoid any confusion about your role in the cause of the damage, or you may be held liable for any damage. You and the Lender must jointly agree and document such agreement, with supporting photographs, of any pre-existing damage for which you as the Borrower should not be liable. If you find damage on your initial inspection and fail to report it, ToolShed may assume that the damage occurred during your borrowing period. If, after your initial inspection, you believe that the tool is not safe enough to operate, you are obligated to terminate the  tool pick-up and cancel the tool borrowing transaction from within the mobile app.

The ToolShed App is a medium that facilitates sharing transactions between Borrowers and Lenders, although ToolShed guides users through the tool pick-up and return process (including applicable fees and credit card pre-authorization) it is your individual responsibility to work with the Lender to ensure a satisfactory outcome during a tool pick-up and return.

10.5. Insurance. In addition to the terms in Section 9.5 above:

You understand and agree that ToolShed will not provide any type of insurance protecting or benefiting the Lender or Borrower, including property or liability insurance. Lenders and Borrowers are not required by any state to hold insurance policies for the purpose of sharing personal property.

You are fully responsible for paying for any damages to a tool, whether covered by your insurance policy or not, as well as insurance deductibles, fees, expenses, liens, and fines arising out of your use of a tool. ToolShed will not advance any payment on your behalf.

10.6. Waiver. ToolShed provides a sharing community to allow tool Lenders and Borrowers to connect in an easy and efficient way. Except as expressly provided in this Agreement, ToolShed and the applicable tool Lender do not intend to take liability with respect to your use of the ToolShed sharing community or the applicable tool(s). AS SUCH, YOU WAIVE ANY AND ALL RIGHTS YOU HAVE TO SUE OR MAKE CLAIMS AGAINST TOOLSHED AND ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES (THE “TOOLSHED PARTIES”) AND THE TOOL LENDER FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THIS SHARING COMMUNITY INCLUDING, WITHOUT LIMITATION, A TOOL NOT BEING AVAILABLE WHEN IT WAS SUPPOSED TO BE, ANY MALFUNCTION OF OR DEFICIENCY IN A TOOL, ANY BREACH OF WARRANTY OR OTHER OBLIGATION BY ANY MANUFACTURER OR OTHER THIRD PARTY, ANY PERSONAL INJURY OR PROPERTY DAMAGE SUFFERED BY YOU OR ANY BYSTANDERS AND, IN THE CASE OF THE TOOLSHED PARTIES, ANY ACTIONS OR INACTION OF THE TOOL LENDER. YOUR WAIVER DOES NOT EXTEND TO ANY DAMAGES OR LOSSES RESULTING FROM ANY PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

11. Terms for Lenders

The following Sections 11.1-8 apply if you lend out your tool(s) through the ToolShed sharing community:

11.1. Information Given at Tool Registration. When you sign-up for ToolShed, you will identify particular tool(s) that you want to list for borrowing through the sharing community. Each tool must meet the requirements provided by ToolShed on the ToolShed site from time to time. You may only use the sharing community in connection with tools that you own or otherwise have all the necessary rights and permissions to lend out.

11.2. Tool Availability. Once you accept a reservation and it is booked, you are required to make the tool available as expected by the Borrower. You must also include the location for the tool exchange and ensure that the tool will be available at that location at the beginning of the borrowing period.

11.3. Usage Fees. ToolShed calculates the tool usage rates based upon particular attributes of the tool such as date purchased, estimated annual depreciation, and purchase price. The usage fee accounts for the wear and tear to the tool, allowing the Borrower to share the depreciation of the tool when it is used. Lenders should be truthful when specifying attributes of a tool in order for funds to adequately accumulate to replace the tool at the end of its lifespan. The Usage Fee includes a referral reward for the User who referred the Borrower to the ToolShed sharing community, and applicable payment processor and ToolShed service fees. ToolShed will pay you the amount collected from those who borrow your tool(s), less the applicable fees payable to ToolShed, as well as any taxes or similar charges that ToolShed collects. You acknowledge that ToolShed fees may change from time to time. The current fee break-down can be found within the mobile app by selecting the question mark next to the Usage Fee.  ToolShed will allocate, to your user account,  all of the fees due to you immediately following the tool return. You will not be able to transfer the funds to an external account until the Borrower’s payment has been fully funded (generally within 3-5 business days). ToolShed may impose reasonable minimums for each payment. To the extent you owe ToolShed money for any reason, ToolShed also reserves the right to deduct those amounts from your payment.

11.4 Taxes. You are fully responsible for all taxes relating to or arising out of your activities under this Agreement. ToolShed will need certain information from you to ensure reporting of income paid to you as required by law. ToolShed may withhold payments until we have received that information from you. At the end of each calendar year, ToolShed will generate 1099’s for all Users who have earned $600 or more lending Tools through the Toolshed sharing community. 1099’s can be obtained within the mobile app.

11.5. Maintenance. You are required to regularly check your tool(s) for any defects in operations or safety. You promise that, at all times, your tool(s) will be in safe and in good mechanical condition. You agree to respond to any recall or similar safety notices and to complete any recommended action promptly. If ToolShed believes that your tool does not conform to reasonable standards, ToolShed will notify you and reserves the right to refrain from listing your tool on the sharing community until its concerns have been resolved.

11.6. Condition Recording. Upon tool pick-up, you are required to work in cooperation with the Borrower to inspect the tool, in accordance with the tool Pick-up Checklist, and verify and record that the tool is in reasonable working condition. Any damage or unusual behaviors should be photographed and recorded. Upon satisfactory inspection, the Borrower is required to enter their ToolShed pin number to transfer possession of the tool. When the Borrower returns the tool, you should work in cooperation with the Borrower to inspect the tool in accordance with the Tool Return Checklist and compare it against the condition and pictures recorded at the time of pick-up. In the event the tool has been damaged the ToolShed app will guide you and the Borrower through a process to make financial restitution for the damage, as described in Section 11.7. You should not take back possession of the tool, by entering your pin number, until the tool has been confirmed in comparable working condition, or agreement has been reached and restitution made for any damage.

11.7. Physical Damage. At the time of tool pick-up, the Borrower’s credit card is pre-authorized for the current tool value. This pre-authorization holds funds to ensure financial restitution can be made if the tool is damaged or not returned. When the tool is returned ToolShed walks users through 3 different tool condition scenarios: 1) Normal Condition, 2) Cosmetic Damage to the tool, and 3) the tool No Longer Functions.

The ToolShed app is a medium that facilitates sharing transactions between Borrowers and Lenders, although ToolShed guides users through the tool return process (including applicable fees) it is your individual responsibility to work with the Borrower to ensure a satisfactory outcome during a tool return.

In the event a tool is damaged cosmetically while being borrowed, you and the Borrower should discuss and agree upon a dollar amount that will allow you to repair the tool, or be reasonably compensated for the damage to the tool. The agreed upon dollar amount will be charged to the Borrower’s credit card in addition to the Usage Fee. The Borrower will pay you the amount due, as defined in Section 11.3, plus the agreed upon amount for damage to the tool.

In the event a tool is damaged and no longer functions, ToolShed will charge the Borrower’s credit card the full pre-authorization amount, which accounts for the current value of the tool and applicable elements of the Usage Fee. The Borrower will pay you the amount due, as defined in Section 11.3, plus the current tool value of the tool. These funds are intended for you to replace the tool.  

You should expect normal wear and tear to your tool, including minor scrapes and dings, in connection with your participation in the sharing community. The Usage Fees defined in Section 11.3 are intended to compensate you for this normal wear and tear to your tool.

11.8. Other Insurance and Legal Matters. In addition to the terms provided in Section 9 above, you agree to comply with any and all applicable laws and regulations. You will be fully responsible for any losses or damages suffered by any party as the result of your activities under this Agreement.

11.9. Indemnification. In the event of any claim for a loss or injury that occurs during the use of your tool by a ToolShed Borrower (or by ToolShed itself), ToolShed will defend and indemnify you against such claims as required by applicable law. In connection with any indemnified claim, you are required to: (a) give ToolShed prompt written notice of the claim; (b) allow ToolShed sole control over the defense of the claim; and (c) provide ToolShed reasonable cooperation in its defense of the claim, at ToolShed’ expense.

12. Terms for Text Messages

12.1. When you opt-in to the Services, we will send you an SMS message to confirm your signup. Additionally, SMS messaging will be used to communicate tool sharing requests and applicable event reminders if in-app push notifications have been disabled. In-app Push notifications are ToolShed’s preferred communication method, however; SMS messaging is used when In-app Push Notifications are disabled. By accepting this Agreement, you authorize ToolShed and/or ToolShed users to communicate with you via SMS as necessary to provide applicable Services.

12.2. You can cancel the SMS service at any time. Just “Disable Tool Sharing” from within the My Account > Other page of the app.   “Enable Tool Sharing” from within the My Account > Other page to start sending applicable SMS messages to you again.

12.3. Message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. For all questions about the SMS services within ToolShed, please refer to the “Help” section of the app. Or contact us at info@ourtoolshed.com