TEX
TEX
Thank you for your interest in TEX!
Please read these Terms of service carefully as they contain important information regarding your legal rights, remedies, and obligations. These include various limitations and exclusions, a clause that governs the jurisdiction and venue of disputes, except where prohibited, an agreement to arbitrate on an individual basis, and obligations to comply with applicable laws and regulations.
The Tool Exchange, LLC., for and on behalf of its subsidiaries (collectively, “TEX”, “we”, or “us”), provides an online tool sharing platform that connects tool owners (“suppliers” or “owners”) with users (“renters” or “users”) seeking to book those tools. TEX is accessible online including at toolexchange.co and as an application for mobile devices. TEX’s websites, blog, and mobile applications and associated services are collectively referred to as “the Services”. By accessing or using the Services, including by communicating with us or other TEX users, you agree to comply with, and be legally bound by, the provisions of these Terms of Service (“Terms”), our Policy Pages, and Privacy Policy (together the “Agreement”), whether or not you become a registered user of the Services. This Agreement governs your access to and use of the Services and constitute a binding legal agreement between you and TEX.
These Terms, together with TEX’s Privacy Policy, applicable insurance terms and certificates, and the Policy Pages accessible via the Services (the “Policies”) constitute the “Agreement” between you and TEX (each a “Party” and together, “the Parties”).
Modification. TEX reserves the right, at our sole discretion, to modify our Services or to modify these Terms at any time. If we modify these Terms, we will post the modification on our Services. We will also update the “Last Revised” date at the top of these Terms. By continuing to access or use our Services after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your sole recourse is to stop using and accessing the Services and close your TEX Account within 30 days, in which case the previous effective version of these Terms will apply to you, unless you have used the Services during the intervening 30 day period, in which case the new version of these Terms will apply to you.
If you have any questions for us concerning the Agreement, or TEX generally, please contact us at support@toolexchange.co.
Eligibility. Our Services are intended solely for persons who are 18 or older. Any use of the Services by anyone that does not meet these age requirements is expressly prohibited.
Registration. To access certain features of the Services, you must sign up for an account with us (a “TEX Account”) by either providing us your email address and creating a password or connecting through an account with a third-party site or service (including Apple, Facebook and Google).
Verification. When you list or book a tool, you provide us with certain information about yourself to enable us to verify your identity in order to become an “Approved User”. You promise to provide complete and accurate information to TEX about yourself and your tool(s), if applicable. Where permitted, TEX has the right, but not the obligation, to undertake screenings, checks, and processes designed to help verify or check the identities and/or backgrounds of users and tools, including driver’s license validity. TEX does not endorse any tool, user, or a user’s background, or commit to undertake any specific screening process. TEX may in its sole discretion 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 TEX to request, receive, use, and store such information. TEX may accept or reject your application to become an Approved User in its sole and absolute discretion. TEX may, but does not commit to, undertake efforts to ensure the safety of tools shared through the Services. We do not make any representations about, confirm, or endorse the safety or merchantability of any tools beyond our policies that require tool owners to ensure their tools are in safe and operable condition, not subject to any applicable safety recalls, and otherwise satisfy our eligibility requirements.
Consumer Report Authorization. When you apply to become an User or at any time after where TEX reasonably believes there may be an increased level of risk associated with your TEX Account, you provide TEX with written instructions and authorization in accordance with the Fair Credit Reporting Act, applicable consumer reporting laws, or any similar laws to obtain your credit report and/or conduct a background check, including a criminal background check where permissible under applicable law.
Ongoing Information Updates. You promise to update the information you have provided to TEX in the event of any changes to your contact information, or background. Specifically with respect to your contact information, TEX may deliver notices to you at the most recent email, telephone, or address provided by you, and those notices will be considered valid even if you no longer maintain the email account, telephone number, or receive mail at that address unless you provide updated contact information to us. Also, you are, and will be solely responsible for, all of the activity that occurs through your TEX Account, so please keep your password and TEX Account information secure. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your TEX Account, whether or not you have authorized such activities or actions. You will immediately notify TEX of any actual or suspected unauthorized use of your TEX Account. We are not responsible for your failure to comply with this clause, or for any delay in shutting down or protecting your TEX Account after you have reported unauthorized access to us.
Your Commitments. You agree that you will always use your TEX Account and the Services in compliance with these Terms, applicable law, and any other policies and standards provided to you by TEX. As a tool owner or owner (“supplier”), you commit that you will provide a safe tool, in good mechanical condition, on time to the renter or renter who is an Approved User ( “renter” or “renter”) and will not list your tool on any other tool sharing marketplace. As a renter, you commit that you’ll be over the age of 18, and provide proof to the supplier of a current, valid driver’s license, who will treat the tool and any applicable Extras well and will take all reasonable measures to return the tool and any applicable Extras on time and in essentially the same condition as received. In connection with your use of or access to the Services you may not, and you agree that you will not, nor advocate, encourage, request, or assist any third party to:
Violate any law, including:
breach, violate, and/or circumvent any local, state, provincial/territorial, regional, or national law or other law or regulation, or any order of a court, including, without limitation, airport regulations and tax regulations, licensing or registration requirements, or third party rights;
post false, inaccurate, misleading, defamatory, or libelous content;
infringe, reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to TEX, or that comes from the Services and belongs to another TEX user or to a third party, including works covered by any copyrights, trademark, patent, or other intellectual property, privacy, publicity, moral, or contractual rights, except with prior express written permission of TEX;
Dilute, tarnish, or otherwise harm the TEX brand in any way, including:
through unauthorized use of TEX and/or user content;
registering and/or using TEX or derivative terms in domain names, trade names, trademarks, or otherwise; registering and/or using domain names, trade names, trademarks, social media account names, or other means of identification that closely imitate or are confusingly similar to TEX domains, trademarks, taglines, promotional campaigns, or TEX and/or user content.
Provide or submit any false information, including:
false name, date of birth, driver’s license, payment method, credit card, insurance, or other personal information; a claim, or respond to a claim (for example about damage to a tool), with false or misleading information;
offer, as an owner, any tool or optional Extra that you do not yourself own or have authority to share;
offer, as an owner, any tool that may not be shared for compensation pursuant to the terms and conditions of an agreement with a third party, including, but not limited to, a lease or financing agreement;
offer, as an owner, any tool that has a salvaged, branded, written off, washed, or unclean title or that is not safe, legally registered, or not insured to be used or otherwise operated;
offer, as an owner, any Extra that is not safe, clean, and acceptable for the use it is intended; book or drive any tool without a valid driver’s license;
any listing with false or misleading information, or any listing with a price that you do not intend to honor; register for a TEX Account on behalf of an individual other than yourself;
impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
Fail to honor your commitments, including:
fail to pay fees, penalties, or other amounts owed to TEX or another user;
fail, as either a renter or owner, to timely deliver, make available, or return any tool and optional Extras;
use the Services to find a supplier or renter or user, and then complete a transaction partially or wholly independent of the Services, in order to circumvent the obligation to pay any fees related to TEX’s provision of the Services or for any other reasons (aka, gray market transactions);
transfer your TEX Account and/or user ID to another party without our consent;
allow anyone other than an Approved User with whom you are traveling to use or operate the tool you have booked;
list or provide to a user or renter a tool that is subject to a safety recall without first properly addressing the matter subject to the recall;
leave a tool unattended, unlocked or running with the keys inside (in the case of machinery).
Harm or threaten to harm users of our community, including:
“stalk” or harass any other TEX user or collect or store any personally identifiable information about any other user other than for purposes of transacting as a TEX supplier or renter in accordance with these Terms;
engage in physically or verbally abusive or threatening conduct;
use our Services to transmit, distribute, post, or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information, or credit, debit, calling card, or account numbers;
treat anyone di fferently based on the way they look, who they love, what they believe, how they self-identify, where they’re from, or when they were born. Discrimination of any kind is not tolerated in the TEX community;
Use the Services for your own unrelated purposes, including to:
contact an owner for any purpose other than in relation to a booking or said supplier’s tool(s) or listing(s);
contact a renter for any purpose other than in relation to a booking or such renter’s use of the Services;
commercialize any content found on TEX or software associated with our Services, including reviews;
harvest or otherwise collect information about users without their and our consent;
recruit or otherwise solicit any user to join third party services or websites that are competitive to TEX, without TEX’s prior written approval;
Interfere with the operation of the Services, including by:
interfering with any other user’s listings; entering into a TEX transaction with a member of your family, household, friend, colleague, or acquaintance;
distributing or posting spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
distributing viruses or any other technologies such as cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or e-mail address information, or similar methods or technology that may disrupt or interfere with the operation or provision of our Services, or harm TEX or the interests or property of others;
bypassing robot exclusion headers, interfering with the working of the Services, or imposing an unreasonable or disproportionately large load on our infrastructure;
systematically retrieving data or other content from our Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory, or the like, whether by manual methods, or through the use of bots, crawlers, spiders, or otherwise;
using display mirroring or framing the Services or any individual element within the Services, TEX’s name, any TEX trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page in the Services, without TEX’s express written consent;
accessing, tampering with, or using non-public areas of the Services, TEX’s computer systems, or the technical delivery systems of TEX’s providers;
attempting to probe, scan, or test the vulnerability of any of TEX’s system or network or breach any security or authentication measures; avoiding, bypassing, removing, deactivating, impairing, descrambling, or otherwise circumventing any technological measure implemented by TEX or any of TEX’s providers or any other third party (including another user) to protect the Services;
forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information;
attempting to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
or endeavoring to circumvent a suspension, termination, or closure of your TEX Account, including, but not limited to, creating a new TEX Account to circumvent an account suspension or closure or giving tools registered to you or a member of your household to other TEX users to list.
Violations. TEX has the right, but not the obligation, to investigate, pursue, and seek to prosecute, litigate, or refer to law enforcement, violations of the Agreement to the fullest extent permissible by the law. TEX may access, preserve, and disclose any of your information if we are permitted or required to do so by law; if we believe in good faith that it is reasonably necessary to respond to claims asserted against TEX or to comply with permissible legal process (for example, subpoenas or warrants); to enforce or administer these Terms; to do so for fraud prevention, risk assessment, investigation, customer support, product development, and debugging purposes; and/or to protect the rights, property, or safety of TEX, its employees, its users, or members of the public.
TEX reserves the right, at any time and without prior notice, in accordance with applicable law, to remove or disable access to any content that TEX, at its sole discretion, considers to be objectionable for any reason, in violation of this Agreement, or otherwise harmful to the Services or our community. If we believe you are abusing TEX, our users, or employees in any way or violating the letter or spirit of any of this Agreement, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your TEX Account(s) and access to our Services, remove ownered content, deny a claim for coverage, remove and demote your listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services. Additionally, we reserve the right to refuse or terminate our Services to anyone for any reason at our discretion to the full extent permitted under applicable law.
Policy Enforcement. When an issue arises, we may consider the user’s performance history and the specific circumstances in applying our Policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing, subject to our sole and absolute discretion.
Fees; Collection of Fees. The fees we charge for using our Services and other cost structures can be found on our Policy Pages. When you provide TEX a payment method, you authorize TEX, or third-party service providers acting on TEX’s behalf, to store your payment credential for future use in the event you owe TEX any money. You authorize TEX to use stored payment credentials for balances, including for Trip Costs, payment, fines and fees (e.g., late fees, security deposits, processing fees and claims costs and related administrative fees). TEX and its partners will employ all legal methods available to collect the amounts, including the engagements of collection agencies or legal counsel. TEX, or the collection agencies we retain, may also report information about your TEX Account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your TEX Account may be reflected in your credit report. In addition to the amount due, delinquent accounts and/or chargebacks will be charged with fees and/or charges that are incidental to the collection of delinquent accounts and/or chargebacks including, but not limited to, collection fees, convenience fees, and/or other third party charges. You hereby explicitly agree that all communication in relation to delinquent accounts may be made by e-mail or phone, as provided to TEX by you. Such communication may be made by TEX or by anyone on its behalf, including but not limited to a third-party collection agent. If you wish to dispute the information TEX reported to a credit bureau (i.e., Experian, Equifax, or TransUnion) please contact sup port.toolexchange.co. If you wish to dispute the information a collection agency reported to a credit bureau regarding your TEX Account, you must contact the collection agency directly. Any use of referral travel credit is governed by the terms and conditions outlined in this policy.
Communications with You. In order to contact you more efficiently, you agree that we may at times contact you using autodialed or prerecorded message calls or text messages at your telephone number(s). We may place such calls or texts primarily to confirm your signup; provide notices regarding your TEX Account or TEX Account activity; investigate or prevent fraud; collect a debt owed to us; or communicate urgent messages. We may share your phone number(s) with service providers with whom we contract to assist us in pursuing these interests. We will not share your phone number(s) with third parties for their own purposes without your consent. Standard telephone minute and text and data charges may apply. Where TEX is required to obtain your consent for such communications, you may choose to revoke your consent.
You authorize TEX and its partners, without further notice or warning and in our discretion, to monitor or record telephone conversations you or anyone acting on your behalf has with TEX or its agents for quality control and training purposes. You acknowledge and understand that your communications with TEX may be overheard, monitored, or recorded without further notice or warning. If you do not wish to have your call recorded, please contact us instead in writing through support@toolexchange.co.
Insurance. In the event of a conflict or inconsistency between the explanation of insurance coverage in these Terms and an insurance policy offered to the TEX community, the insurance policy language controls.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND TEX HAVE AGAINST EACH OTHER ARE RESOLVED.
Subject to applicable law, the Parties agree that any claim or dispute at law or equity between us relating in any way to or arising out of this or previous versions of these Terms, your use of or access to the Services or any breach, enforcement, or termination of the Agreement will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
Applicable Law. Except as otherwise stated in the Agreement, the Agreement and your use of the Services will be interpreted in accordance with the laws of the State of Florida and the United States of America, without regard to its conflict-of-law provisions.
Agreement to Arbitrate. The Parties each agree that any and all disputes or claims that have arisen or may arise at any time between you and TEX (including its respective subsidiaries, employees, officers, directors, agents, third party insurance brokers or products, and third party claims administrators) will be resolved by binding arbitration according to the procedure set forth below. For purpose of this Agreement to Arbitrate, “disputes and claims” shall have the broadest possible meaning that will be enforced and includes, without limitation, any and all disputes and/or claims that arise out of or in any way relate to (1) the Agreement, including this Agreement to Arbitrate; (2) your use of, or access to the Services, or any services sold, offered, or purchased through the Services (such as listing or sharing a tool); or (3) any breach, enforcement, or termination of the Agreement, including this Agreement to Arbitrate. Through this Agreement to Arbitrate, the Parties intend to arbitrate all disputes or claims regardless of whether they are based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory and regardless of whether they arose or accrued before the Parties entered into this Agreement to Arbitrate. For avoidance of doubt, the Parties expressly agree that this Agreement to Arbitrate encompasses all disputes or claims pertaining to the validity, enforceability or scope of this Agreement to Arbitrate and any such disputes or claims will be referred to binding arbitration and will be resolved by the arbitrator and not a court. The only exceptions to this Agreement to Arbitrate are: (1) each Party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a Party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights (the “Agreement to Arbitrate”); and (2) disputes or claims that can be brought in small claims court. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
Prohibition of Class and Representative Actions and Non-Individualized Relief. THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
Arbitration Procedures. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. An arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of the Agreement to Arbitrate, or the interpretation of the section “Prohibition of Class and Representative Actions and Non-Individualized Relief”, shall be for a court of competent jurisdiction to decide.
Where the relief sought is $25,000 or less, the arbitration will be conducted by FairClaims in accordance with its Arbitration Rules & Procedures effective at the time a claim is made. Where the relief sought is $25,001 or more, the arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate.
A Party who intends to seek arbitration must first send to the other, by email, a notice of dispute (“Notice”). The Notice to TEX should be sent via email to support@toolexchange.co. Please provide your name, telephone number, email, mailing address, and briefly describe both the nature of your dispute and the relief you would like from TEX.
If the Parties are unable to resolve the claims described in the Notice within
30 days after the Notice is sent, either Party may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the FairClaims website or the AAA’s site. (The AAA provides a Demand for Arbitration form.) Any settlement offer made by you or TEX shall not be disclosed to the arbitrator.
Any FairClaims arbitration hearing shall be held via written submission, or where requested, videoconference. Any AAA arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. Either Party may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on the Parties subject to the arbitrator’s discretion to require an in- person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or TEX may attend by telephone.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving di fferent users but is bound by rulings in prior arbitrations involving the same TEX user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
The Parties agree that all communications and evidence related to the dispute will remain confidential, and neither party shall take any action that will harm the reputation of any of the other, or which would reasonably be expected to lead to unwanted or unfavorable publicity to either of the Parties or entities.
Costs of Arbitration. If You initiate arbitration proceedings, You will be responsible for the initial filing fee, capped at $200. TEX will cover any additional costs of any FairClaims arbitration fees. Payment of any additional filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in the Agreement to Arbitrate.
Severability. With the exception of the provisions in the section “Prohibition of Class and Representative Actions and Non-Individualized Relief,” if an arbitrator or court decides that any part of the Agreement to Arbitrate is invalid or unenforceable, the other parts of the Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions in the Agreement is invalid or unenforceable, the remainder of the Agreement, these Terms, and its Legal Disputes Section will continue to apply. Moreover, if an arbitrator or court decides that there’s a conflict between the “Terms” and the “Policy Pages”, then the “terms shall supersede and be unaffected by the section of the “Policy Pages” which is in conflict.
Future Amendments to the Agreement to Arbitrate. Notwithstanding any provision in these Terms to the contrary, the Parties agree that if we make any amendment to the Agreement to Arbitrate in the future, that amendment shall not apply to any claim that was filed against TEX prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between the Parties. If you do not agree to these amended terms, you may close your account within the 30 days of our posting or notification and you will not be bound by the amended terms, but will arbitrate any dispute in accordance with the provisions of the Agreement to Arbitrate as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
Judicial Forum for Legal Disputes. Unless the Parties agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute , as a result of a decision by the arbitrator or a court order, or the parties have reserved their rights to pursue legal action in a court of law for actual or threatened intellectual property infringement pursuant to these Terms, you agree that any claim or dispute that has arisen or may arise between the Parties must be resolved exclusively by a state, federal, or small claims court located in Fort Lauderdale, Florida. The Parties agree to submit to the personal jurisdiction of a state court located in Broward County, Fort Lauderdale, Florida or a United States District Court for the Southern District of Florida located in South Florida.
TEX Photography. TEX may offer owners the option of having photographers take photographs of their tools and/or owners with their tools (“Images”). You alone are responsible for using the Images in connection with your TEX listing and you warrant that you will cease using the Images if they no longer accurately represent your tool. You agree that TEX is the sole and exclusive owner - or exclusive licensee, as allowed by applicable law - of all right, title, and interest in all copyrights, trademark rights, and any and all other intellectual property rights, including right of publicity rights, worldwide, in the Images regardless of whether you include them in your listing, and you shall take no action to challenge or object to the validity of such rights or TEX’s ownership or registration thereof. You acknowledge that TEX may use the Images for advertising, marketing, commercial, and other business purposes in any media or platform, whether in relation to your listing or otherwise, without further notice or compensation. Further, you waive any and all rights to royalties or moral rights you may have in the Images. If you use the TEX photography program, you agree that you will not use the Images in connection with sharing your tool on any platform, website, or application other than TEX. At TEX’s request, you will execute documents and take such further acts as TEX may reasonably request to assist TEX to acquire, perfect, and maintain its intellectual property rights and other legal protection in the Images.
You understand that if TEX uses the term “Verified Images” the term is intended only to indicate a photographic representation of the tool at the time the photograph was taken. Verified Images are therefore not an endorsement by TEX of any user or any tool.
TEX Content and User Content License. Subject to your compliance with the provisions of these Terms, TEX grants you a limited, revocable, non- exclusive, non-transferable license, to access and view any TEX and/or user content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by TEX or its licensors, except for the licenses and rights expressly granted in these Terms.
User Content. We may, in our sole discretion, permit you to post, upload, publish, submit or transmit content through our Services such as photographs of you and your tool(s), reviews, feedback, and descriptions of you, your tool or booking. By making available any content on or through the Services, or through TEX promotional campaigns, you grant TEX a worldwide, irrevocable, perpetual (or for the term of the protection), non- exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such content on, through, by means of, or to promote or market the Services. Except as described above with respect to Images, TEX does not claim any ownership rights in any such content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such content.
Promotions. You must be a user in good standing (e.g., not suspended) and comply with these Terms and the promotion rules to qualify for any promotional compensation. Users who attempt to abuse our promotions are subject to cancellation/reversal of the promotion amounts and suspension from the TEX community. Renters and owners cannot cancel existing reservations to qualify for new promotions. Owners cannot allow acquaintances, friends, or family to book their tools in order to qualify for promotions.
Copyright Protection. We respond to notices of alleged copyright infringement and terminate TEX Accounts of repeat infringers according to the process set out in the US Digital Millennium Copyright Act and similar laws. If you think a user is violating your copyright(s) and want to notify us, you can email us at support@toolexchange.co.
Terms for Protection Plans. TEX is not an insurance company and does not insure owners or renters. Any insurance that is included in a protection plan is provided through an independent insurance carrier.
Termination. You may discontinue your use of the Services at any time and TEX may terminate your access to the Services and remove any listings for any reason or no reason to the extent permissible under applicable law. Termination of access to the Services will not release a Party from any obligations You incurred prior to the termination and TEX may retain and continue to use any information, including but not limited to photography, previously provided by you. Termination of the Agreement will not have any effect on the disclaimers, waiver or liability limitations, or legal disputes provisions under the Agreement and/or any fees due, and all of those terms will survive any termination of the Agreement.
No Tool Transfer or Assignment. Except as otherwise provided herein, renters and owners agree that nothing in these Terms constitutes an actual or purported transfer or assignment of any right or interest in a tool or optional Extras shared through the TEX Services.
Disclaimers. TEX PROVIDES SERVICES THAT ENABLE THE SHARING OF TOOLS AND OPTIONAL EXTRAS BETWEEN OWNERS AND RENTERS. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, TEX DOES NOT ITSELF PROVIDE TOOL SHARING OR RENTAL SERVICES AND/OR INSURANCE SERVICES AND IS NOT RESPONSIBLE FOR ANY OF THE ACTS OR OMISSIONS OF ANY OF THE USERS OF ITS SERVICES, THE MANUFACTURER OF THE TOOL OR ANY OPTIONAL EXTRAS, OR ANY THIRD PARTY PROVIDER OF SERVICES. THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, TEX EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON- INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TEX makes no warranty that the Services, including, but not limited to, the listing and/or any tool or optional Extra, will meet your requirements or be available on an uninterrupted, secure, or error-free basis. TEX makes no warranty regarding the quality of any listings, tools, owners, renters, Extras, the Services, or any content or the accuracy, timeliness, truthfulness, completeness, or reliability of any content obtained through the Services. No advice or information, whether oral or written, obtained from TEX, or its service providers or through the Services or content, will create any warranty not expressly made herein.
Limitation of Liability and Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS YOU HAVE TO SUE OR MAKE CLAIMS AGAINST TEX AND ITS RESPECTIVE SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS (INCLUDING THIRD PARTY ADMINISTRATORS, INSURANCE PRODUCERS, AND INSURANCE PROVIDERS), OR EMPLOYEES (TOGETHER, THE “TEX PARTIES”) AND ANY TEX USER (EXCEPT AS DETAILED BELOW FOR TRANSACTIONS WHERE THE OWNER PROVIDES THEIR OWN COMMERCIAL/RENTAL PROTECTION PLAN OR WITH RESPECT TO OPTIONAL EXTRAS) FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES 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 OF YOUR PASSENGERS (EXCEPT IF DAMAGE ARISES FROM AN EXTRA) AND, IN THE CASE OF THE TEX PARTIES, ANY ACTIONS OR INACTION OF THE OWNER. NEITHER TEX NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM YOUR LISTING OR BOOKING OF ANY TOOL OR OPTIONAL EXTRA VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY. Except for our obligations to pay amounts to applicable owners or renters pursuant to these Terms, including an approved payment request or claim under a protection plan or applicable insurance policy, in no event will TEX’s or its subsidiaries’ or insurers’ aggregate liability arising out of or in connection with this Agreement or your use of the Services, exceed the lesser of (i) the amounts you have paid or owe for bookings via the Services as a renter in the twelve month period prior to the event giving rise to the liability, or if you are an owner, the amount earned by you in the 12 month period prior to the event giving rise to the liability, or (ii) US$100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TEX AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU WAIVE CALIFORNIA CIVIL CODE §1542, OR ANY SIMILAR LAW, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS YOU HAVE TO SUE OR MAKE CLAIMS AGAINST ANY TEX USER FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES UNLESS (1) YOU ARE A OWNER WHO HAS DECLINED A PROTECTION PLAN VIA THE SERVICES AND ARE MAKING A CLAIM AGAINST A RENTER WHO BOOKED A TOOL FOR WHICH YOU OPTED TO PROVIDE YOUR OWN COMMERCIAL/RENTAL INSURANCE OR COVERAGE TO THE RENTER; (2) YOU ARE A RENTER WHO BOOKED A TOOL FROM AN OWNER WHO OPTED TO DECLINE A PROTECTION PLAN VIA THE SERVICES AND SUCH OWNER OPTED TO PROVIDE INSURANCE OR PROTECTION DIRECTLY TO YOU AND YOU ARE MAKING A CLAIM AGAINST THAT COMPANY/OWNER; OR (3) YOUR CLAIM RELATES TO AN OPTIONAL EXTRA PURCHASED USING THE SERVICES.
Indemnification. To the extent permitted by applicable law, you agree to release, defend, indemnify, and hold TEX and its subsidiaries, officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services or your violation of these Terms; your user content; your interaction with any user, booking of a tool, or creation of a listing for a tool; or the use, condition, or trip, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential, or otherwise) of any kind arising in connection with or as a result of a booking, sharing, or use of a tool or optional Extra.
Liquidated Damages/Contract Penalty. You acknowledge that the actual damages likely to result from you (i) engaging in gray market transactions (i.e., using TEX to find a renter or tool, and then completing a reservation or related transaction partially or wholly independent of TEX, in order to circumvent the obligation to pay any TEX Fees) or (ii) registering domains, social media handles, bidding on key words, or otherwise using the TEX domains, trademarks, or taglines are difficult to estimate and would be difficult for TEX to prove. You will pay TEX $5,500 in Liquidated Damages to compensate TEX for any such conduct. This amount is not intended as a punishment for any such breach.
TEX is not a rental tool company. It does not own tools, and is not, in the business of renting tools to the public. TEX provides an online platform where tool owners and those in need of a tool can meet and share tools amongst themselves subject to these Terms.
Rounding Off. TEX may, in its sole discretion, round up or down amounts that are payable from or to owners or renters to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro, pound, or other supported currency) where permissible under applicable law.
No Agency. TEX does not appoint you or any other user as its employee, mandatory, legal agent, or form any kind of legal partnership or joint venture. You are not authorized to make any commitments on behalf of TEX and TEX will not make commitments on your behalf, except as contemplated by the Services or expressly stated in the Agreement.
General. The Agreement states the entire understanding between you and TEX concerning your access to and use of the Services and supersedes any earlier verbal or written communications between us. With the exception of appointing a custodian to manage your tools on your behalf, you may not delegate your legal obligations or transfer any of your rights, in whole or in part, to any third party without advance written consent of TEX. You will remain responsible for your obligations hereunder in any event. If any provision of the Agreement is construed to be unenforceable, the remaining provisions will not be affected and will continue in full force and effect. A TEX Director or Officer must agree to any modification or waiver of any term of the Agreement in writing. TEX’s failure to exercise any right under the Agreement will not constitute a waiver of any other right TEX may have.
Headings are for reference purposes only and do not limit the scope or extent of such section. Except as otherwise provided in the Agreement, if any provision of these Terms is held to be invalid, void, or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
TEX can be contacted at support@toolexchange.co.
Translations. Where TEX has provided you with a translation of the English language version of these Terms or any Policies, in case of any wording discrepancies between the English and any other versions of the Terms and any Policies, the English language wording takes precedence.
The following Sections also apply if you book a tool using the Services:
Fees. You are responsible for paying all fees when they come due. You will be responsible for all of the costs relating to any citations and fines incurred during the reservation period.
Your Financial Responsibility Is Primary. With regard to damage, losses, or other liabilities, you acknowledge that, where permissible under applicable law, you are primarily liable for your liabilities under the Agreement, though you may fund that primary liability via any personal insurance you have available to you as the primary source of funds. Any protection plan you select when booking a tool, to the extent offered, will not be available to you until your personal insurance has been exhausted. In addition, the protection plan you select when booking a tool, if any, may not be available to you in the event you breach your obligations under these Terms or our Policies. Subject to the coverage and protection available to you, you acknowledge that you are fully responsible for any damage, losses, or other liabilities relating to your activities through the Services. You agree that in the event damage is reported, TEX may immediately charge you up to the amount stipulated in the protection plan you selected when you booked the tool. Nothing in these Terms is intended to limit your responsibilities or TEX’s legal rights in connection with your use of the Services. You acknowledge that TEX may require and hold a deposit as part of the reservation of a tool.
In addition to the ”Terms for Protection Plans” section above you understand and agree:
Most owners offering tools for sharing on the Services cannot offer commercial liability insurance to you. In the United States, any insurance included in a protection plan is provided through a third party insurance carrier, if at all. TEX does not make protection plans available. Where an owner can offer renters at least legally required minimum insurance (e.g. liability and/or physical damage) through their own commercial or rental policy, the owner may choose to decline insurance via the Services and provide its own coverage directly to you as the renter.
Commercial Owners. Where a Commercial Owner represents that it will provide its own insurance, collision damage waiver, or protection plan to its renters, no third-party liability insurance, physical damage protection, and/or roadside assistance is made available via the Services by TEX, and/or third party insurance partners or third party broker/producer. In these circumstances, the tool owner may require you to sign additional paperwork, provide a deposit, or pay additional fees, costs, or taxes after booking, for instance when picking up the tool. The owner may also have additional requirements that di ffer from TEX requirements (like requiring a credit card deposit). By booking a tool where the Commercial Owner is providing protection, you agree that the tool owner may impose additional terms and fees after booking.
If TEX advances any payment on your behalf, you will continue to be responsible for such amounts and will adhere to TEX’s schedule for repayment of those amounts to TEX.
Use of the Tool. When you book a tool from a owner through TEX, you must use the tool only for your personal use and not for any commercial purposes unless you have express written permission from TEX’s Legal Department in advance. You may not access a tool until the beginning of your reservation period and you must return the tool on time and in the correct location. You must present the owner with a current, valid driver’s license. You must exercise reasonable care in your use of the tool. You are required at all times to operate the tool safely, and in compliance with all applicable laws. In the event TEX has any concern about your use of a tool, TEX may terminate your reservation in its discretion at any time and require the return of the tool, including recovering the tool on behalf of the owner. You are required to comply with all safety requirements and guidelines during the operation of the tool. If you have any concerns about your planned use, please contact sup port.toolexchange.co. You will be fully financially responsible for any claims, loss, or damage related to your misuse of a tool, and your protection plan may be voided.
Condition of the Tool and Optional Extras. You understand that third parties own the tools and Extras offered through the Services. Each owner is responsible for complying with all legal requirements (including ensuring the tool is registered and insured) and maintaining their tool(s) in safe and usable condition. Please complete a visual inspection before you begin your use of the tool. If you find damage in your initial inspection, you should upload photos of such pre-existing damage at the start of your reservation to ensure you are not held responsible for pre-existing damage. If you find damage on your initial inspection and fail to report it, TEX, third party administrators, or insurance partners, may assume that the damage occurred during your reservation period. If, after your initial inspection, you believe that the tool is not safe to drive, please do not use the tool; in that event, please contact the TEX team immediately at support@toolexchange.co.
Incident Reporting. Where you elected for a protection plan when booking your trip via TEX, you must immediately report any damage to the tool you are using to the third party insurance provider not affiliated with TEX, if applicable. You will need to use all reasonable efforts to secure evidence from any available witnesses and to provide the third-party insurance provider with a written description of the incident and any other information requested, including identity and insurance information of any parties involved in the incident. You are also required to cooperate in any insurers. After an incident, you may not continue to use the tool unless you have the explicit permission of TEX staff. Failure to timely report an incident or cooperate in an investigation may reduce or invalidate any protection plan received via the Services.
State Laws Regarding Tool Theft. The following conduct may result in the reporting of the tool you have booked as stolen to law enforcement, possibly subjecting you and any other user to arrest, and civil and/or criminal penalties, and the voiding of your insurance coverage and/or protection plan:
If you fail to return the tool you booked at the time and place agreed upon with the owner and/or designated in your reservation; If you do not return the tool by the end of the reservation period and you have not properly obtained an extension of the reservation through the TEX system as set forth here;
If the tool is returned to any place other than the return location on the reservation or agreed upon with the owner. Any damage to, or loss or theft of, a tool occurring prior to the owner inspecting the tool upon return at the end of the reservation is the renter’s responsibility;
If you misrepresent facts to the owner pertaining to booking, use, or operation of tool;
If the tool’s interior components are stolen or damaged or the tool itself is stolen or damaged;
If you fail or refuse to communicate in “good faith” with owner, police, TEX, or other authorities with a full report of any accident or vandalism involving the tool or otherwise fails to cooperate in the investigation of any accident or vandalism;
If the tool is operated by anyone who has given a fictitious name, false address, or a false or invalid driver’s license; whose driver’s license becomes invalid during the reservation period; who has obtained the tool without permission of the owner; or who misrepresents or withholds facts to/from the owner or TEX material to the booking, use or operation of a tool.
The primary renter who books the reservation is responsible for any private investigation costs TEX deems necessary to recover a tool that is not returned. In addition, a $500 case administration fee will be imposed on the primary renter if TEX and/or the owner has to report a tool as stolen to law enforcement due to it not being returned.
Repossession. TEX, a hired agent of TEX, or the owner may repossess any tool booked through the Services without demand, at the renter’s expense, if the tool is not returned by the end of the reservation, is found illegally parked or stored, apparently abandoned, or used in violation of applicable law or these Terms.
Missing Tools. If a tool you have booked through the Services goes missing and/or is stolen during the reservation period (or extension period), you must immediately file a police report after discovering the tool is missing or stolen, but in no event more than 24 hours after discovering it has gone missing; and cooperate fully with the owner, law enforcement, TEX, and other authorities in all matters related to the investigation.
The following Sections also apply if you share your tool through the Services:
Information Given at Registration. When you sign up for TEX, you will identify tools that you want to list for sharing through the Services. You may only use the Services in connection with tools that you own or otherwise have all the necessary rights and permissions to share for compensation.
Listing Only on the Services. Any tool you list on the Services must be exclusively listed on the Services. You cannot list any tools you intend to share on the Services on any other tool sharing marketplace. Failure to abide by this condition may result in fines, penalties, denial of physical damage claim, removal of the tool from the Services, account closure, or other action, in TEX’s sole discretion. This does not limit Commercial Owners’ (as defined below) ability to maintain their own rental tool business or prohibit a tool from being listed on tool sharing or other delivery services when not on a TEX reservation.
Tool Availability. Once a reservation is booked, you must make the tool available or deliver the tool as expected by the renter. If you offer the renter the option to pick up your tool at a persistent specified location, you must supply the location of the tool accurately to TEX and ensure that the tool is available at that location at the beginning of the reservation period.
Reservation Fees. You will have the ability to set and revise the tool’s pricing as you choose. TEX will pay you the amount collected from those who book your tools, less all applicable fees, costs payable to TEX and all taxes payable to any and all applicable governmental entities. To the extent you owe TEX money for any reason, TEX also reserves the right to deduct those amounts from your payment.
Payment Processing. As a condition of TEX enabling payment processing services, you authorize TEX to obtain all necessary access and perform all necessary activity on your Payment processing Account to facilitate sharing of your tool. You further agree to provide accurate and complete information about you, and authorize TEX to share it and transaction information with the Payment Processing Company for the purposes of facilitating of the payment processing services. TEX reserves the right to switch payment processing vendors in its discretion.
Taxes & Airport Permitting Fees. You understand and acknowledge that appropriate governmental agencies, departments, or authorities may take the position that you owe taxes in connection with your use of our Services. Please familiarize yourself with the applicable tax regulations and consult with your personal tax advisor. Further, some airports where you offer delivery may take the position that you must have a permit to use airport premises and remit fees. While TEX does not believe that rental tool permits should apply to peer-to-peer toolsharing, not all airport authorities agree with this position.
Maintenance. You are required to regularly check your tool for any defects in its operations or safety. You promise that, at all times, your tool will be in safe and usable condition, in good mechanical condition, and in full compliance with all applicable inspection and registration requirements. You will only list tools with a clean, non-salvaged, non- written off, non-washed, and non-branded title. You agree to respond to any applicable recall or similar safety notices and to complete any recommended action before allowing your tool to be booked. In addition, if TEX believes that your tool does not conform to reasonable standards, TEX may notify you and reserves the right to remove or decline listing your tool until its concerns have been resolved. TEX may, but does not commit to, undertake efforts to ensure the safety of tools booked through the Services.
Incident Reporting. If you did not decline a protection plan made available via the Services, and you believe that a renter has caused any damage to your tool, you are required to report that damage as soon as you become aware of it (and in any event, no more than 24 hours after the scheduled end of reservation) and to provide reasonable cooperation in the investigation of the damage so that it can be eligible for coverage. Based on the investigation, the third party insurance provider may reasonably determine whether the damage occurred during the reservation period and is eligible for coverage. If the third party insurance provider is not given prompt notice as described in this paragraph, or if you do not provide reasonable cooperation in the investigation by third-party claims administrators, they may not be able to determine the cause. In that case, you agree that they may decline any financial responsibility for such damage, waive any claims against TEX stemming from the incident, release TEX from all liability associated with the incident, and hold TEX harmless for the incident.
Other Insurance and Legal Matters. As part of your participation in the Services, you must maintain your own insurance policy and meet any minimum insurance levels required by law.
If you decline a protection plan made which may be available (such as if you choose to offer your own commercial/rental policy to renters) or where no protection plan is offered via the Services:
In exchange for keeping more of the booking price for yourself, when you decline a third party insurance provider’s plan or where no protection package is offered, you waive, on behalf of yourself and any affiliated individuals (including, but not limited to, employees, employers, associates, contractors, or any other related personnel) or entities (whether they be corporations, partnerships, sole proprietorships, limited liability companies, or otherwise) (collectively, “Affiliates”) any protection plan normally offered, to you or any Affiliates, your tools, and any renters or approved users of all of the tools you list on TEX.
When you choose to provide your own commercial rental insurance in the United States, or where no protection or insurance is offered, you, as the owner, or an authorized representative acting on behalf of the owner, shall be exclusively responsible for providing commercial rental insurance coverage for any reservation of your tools through TEX. You shall carry no less than the minimum applicable liability and/or physical damage insurance for your tool, your renter, and his/her authorized users. When you select to decline a protection plan or where none is offered in your region, you represent and warrant that (1) you are a licensed commercial rental tool company or are authorized to act on behalf of and bind a commercial rental tool company in connection with listing tools on TEX; or (2) you are an individual or company, or are authorized to act on behalf of, and bind a company, that can offer commercial rental tool insurance to renters.
You further acknowledge and agree that you shall receive no protection or coverage from TEX, or any affiliates, whether that be financial responsibility for physical damage, third-party liability protection, uninsured or underinsured motorist coverage, PIP or any similar coverage or indemnification, roadside assistance, or trust and safety support as part of a booking of your tool(s) when you have chosen to provide your own commercial rental insurance. You shall add TEX as an additional insured on all applicable liability policies. These provisions replace and supersede any representation made by TEX, or those acting on behalf of TEX, including but not limited to statements made on the Services, these Terms, FAQs, Policies, emails, and/or marketing materials, concerning insurance and/or protection otherwise offered to owner and renters when the owners do not decline protection via third party insurance providers.
TEX reserves the right to, but does not commit to, satisfy itself that you are, or are acting on behalf of, a licensed commercial rental tool company and have the ability to offer commercial tool rental insurance to renters of your tools when you choose to decline protection. If TEX has any concerns in this regard, you agree that TEX can automatically, and in its sole discretion, default all of your tools back to any Standard tool protection plan along with its associated fees (if offered in your region), remove your listings, or suspend your TEX Account.
If you lose the ability to offer commercial rental insurance to your renters (for example your policy has been canceled or nonrenewed), you must immediately change the status of your tool. Never let a renter pick up a tool or continue to use a tool without providing them insurance coverage.
You must disclose on your listing page any applicable additional fees, costs, and/or taxes you assess in addition to other requirements you may impose (such as a security deposit or if you do not accept debit cards, for example). You must never surprise renters with hidden costs or requirements at pick- up. TEX reserves the right, in its sole discretion, to default your tools back to any available Standard protection plan, remove your listings, or suspend your TEX Account for failure to be transparent up front with renters about fees, costs, and requirements in your tool listing page.
You acknowledge that the actual damages likely to result from breach of this Section are difficult to estimate and would be difficult for TEX to prove. You will pay TEX USD$5,500 in Liquidated Damages/Contract Penalties to compensate TEX for any such conduct. This amount is not intended as a punishment for any such breach.
You shall defend, indemnify, and hold TEX, its subsidiaries, affiliates, employees, officers, directors, and agents, and any of your renters or their authorized users, harmless from and against any and all claims, demands, suits, judgments, costs, expenses, liabilities, attorneys fees, damages, consequential damages, punitive damages, property damage, personal injury, theft or otherwise, without limitation, related to or arising out of any reservation or use of any tools, including without limitation, any tool damage, personal injury or property damage.