TERMS & CONDITIONS
Acceptance of Terms of Service
Changes to Terms of Service
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes.
You may use the Services when and as available. Although we generally intend for the Services to be available on an uninterrupted basis, they will not always be available (e.g., during maintenance, changes, outages and for other reasons). We will not be liable to you if for any reason all or any part of the Services are unavailable at any time for any period.
Communications by SMS
You agree to receive communications from ToolBelt staff via SMS message. These communications may include, but are not limited to, updates about your account, promotional offers, and transactional information. Standard messaging rates and data charges from your mobile carrier may apply.
If you wish to opt-out of receiving SMS communications from us, please contact our customer support team at [email protected]. Please note that if you opt-out of SMS communications, you may miss important updates and information about your account.
If you have any questions or concerns about our SMS communication policy, please contact ToolBelt via email at [email protected]..
Accessing the Services and Account Security
(a) You are responsible for: (i) making all arrangements necessary for you to have access to the Services, including without limitation, your Internet connection; and (ii) ensuring that all persons who access the Services through your Internet connection are aware of these Terms of Service and comply with them.
(b) You may browse certain pages of the Services without first registering as a user (a “User”). However, for complete access to the Services, including without limitation, the ToolBelt Platform, you must register as a User. To register as a User, click here or where applicable, follow the registration instructions provided on the ToolBelt Platform. It is a condition of your use of the Services that all information you provide as part of registering as User or in connection with the use of the Services is accurate, current and complete.
(c) If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and you agree not to provide any other person with access to the Services or portions thereof using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason.
No Reliance; No Offer or Advice
ToolBelt makes no representation or warranty that the information in or on the Services are accurate, reliable, up-to-date or complete. Neither ToolBelt nor any third party can guarantee the accuracy of the information. The Services are provided for informational purposes and do not constitute and should not be construed as a solicitation or offer to engage in any transaction whatsoever.
Intellectual Property Rights
(a) ToolBelt Content. The Services and all data, products, content, features and functionality thereof (including but not limited to, all information, user interfaces, software, text, displays, images, and the design, selection and arrangement thereof) (the “ToolBelt Content”), are owned by ToolBelt, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You may not commercially exploit or make the Services available to any third party. You must not reproduce, distribute, modify, create derivative works of, re-engineer, publicly display, publicly perform, republish, download, store or transmit any of the material on the Services, except as authorized by these Terms of Service. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by ToolBelt. Some ToolBelt Content may also be subject to further terms and conditions provided in connection with the particular ToolBelt Content and you agree to comply with any such further terms and conditions. Any use of the ToolBelt Content other than as set forth in these Terms of Service may result in the immediate suspension or termination of your access to all or part of the Services, including the ToolBelt Platform.
(b) Your Content.
(1) Certain features or functions of the Services may permit the uploading, posting, storage, viewing or transmittal of text, information, and content (collectively, “Your Content”). You retain ownership of any of Your Content posted or transmitted to or through the Services, but in order for us to provide you the Services, you must grant certain rights to ToolBelt to use Your Content. Accordingly, subject to any restrictions or limitations set forth in these Terms of Service, you hereby grant to ToolBelt and its designees, a royalty-free, fully paid, non-exclusive license to post, store, use and transmit any and all of Your Content in connection with: (i) ToolBelt’s maintenance, operation, and provision of the Services; (ii) the operation of ToolBelt’s business, including its development and design of any products or services; and (iii) the creation of Systems Data. You are solely responsible for any and all of Your Content uploaded and/or transmitted in and/or through the Services.
(2) You represent and warrant to ToolBelt that: (i) you own Your Content or otherwise have sufficient rights in Your Content to grant the license rights granted to ToolBelt in this paragraph; (ii) Your Content does not, and its use by ToolBelt as contemplated in these Terms of Service will not, violate, infringe, or misappropriate the intellectual property rights, publicity or privacy rights, or other proprietary rights of any third party, or breach or violate any obligation of confidentiality owed to any third party; (iii) your uploading, posting, storage, viewing or transmittal of Your Content to or through the Services will not violate applicable Laws; and (iv) there are no claims currently pending or threatened, and you have not engaged in any acts or omissions likely to result in any such claims, as to: (a) your ownership of, use of, or rights in Your Content; (b) your violation, infringement or misappropriation of any third party intellectual property rights, publicity or privacy rights, or other proprietary rights with respect to Your Content; (c) your violation or breach of any obligation of confidentiality owed to any third party with respect to Your Content; or (d) the violation of Your Content of applicable Laws.
(3) ToolBelt reserves the right to refuse to post or transmit any of Your Content. Furthermore, in the event that ToolBelt discovers or has reason to believe that Your Content is in violation of these Terms of Service, ToolBelt may, without limiting its rights or creating any liability therefor, immediately remove Your Content from the Services, including the ToolBelt Platform, and may further block and/or restrict your access thereto pending resolution of any such violation.
(4) You are responsible for keeping appropriate copies and records of Your Content. ToolBelt has no obligation to back-up or maintain Your Content, and ToolBelt assumes no liability for Your Content, including without limitation, any loss or damage thereto.
(c) Systems Data. You acknowledge and agree that all Systems Data is and shall remain the sole and exclusive property of ToolBelt. For purposes of clarity, ToolBelt may make any legal use of the Systems Data without notifying you or sharing such Systems Data with you. Specifically, by way of illustration and not by way of limitation, ToolBelt may publish and share Systems Data with others in aggregate or statistical form to promote the Services and/or ToolBelt’s products or services, for evaluating the efficiency, utility and functionality of the Services and/or ToolBelt’s other products or services, and for enhancing and improving the Services and ToolBelt’s other products or services. For purposes of these Terms of Service, “Systems Data” means all data, content and information regarding your use of the Services in the nature of de-identified or aggregate systems administrative data, statistical and demographical data, operational information, and data generated by or characterizing the use of the Services, including without limitation, any de-identified or aggregate Your Content.
(d) Feedback. Any comments, feedback, suggestions, or ideas (“Feedback”) you provide ToolBelt through or in connection with the Services may be used by ToolBelt. While you may continue to own all such the Feedback, you hereby grant to ToolBelt a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback.
ToolBelt Platform Terms
(a) Construction. The following terms and conditions (the “Platform Terms”) apply solely to the ToolBelt Platform, and not to any other Services. The Platform Terms shall be interpreted and construed consistently with the other terms and conditions of these Terms of Service, provided that, if there is a conflict between the Platform Terms and the terms and conditions of these Terms of Service, the Platform Terms shall govern and control with respect to the use of the ToolBelt Platform.
(b) License Rights. If you have registered as a User and have purchased or been granted the right to access and use the ToolBelt Platform (“Usage Rights”), ToolBelt hereby grants to you, subject to your Usage Rights , a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable right and license to access and use the ToolBelt Platform for your internal, business use only, in each case, subject to the following terms, conditions and restrictions:
(1) You may only access and/or use the ToolBelt Platform within the scope of your Usage Rights. For example, certain Usage Rights may be limited to the use of the ToolBelt Platform by a single user or multiple single users, or impose other prohibitions or restrictions on your use of the ToolBelt Platform. It is your obligation to know and understand the scope and extent of your Usage Rights.
(2) The ToolBelt Platform is a tool that allows contractors (“Contractors”) to directly connect with laborers (“Laborers”). Whether you are acting as a Contractor or as a Laborer, you acknowledge and agree that you are solely responsible for your interactions and communications with other Users. In particular, you acknowledge and agree that:
(i) If you are acting as a Contractor, you are solely responsible for your interactions and communications with all Laborers who submit applications to you or that you may hire or engage in connection with any construction jobs or projects that you post through the ToolBelt Platform (“Project(s)”). You acknowledge and agree that ToolBelt does not, and shall have no obligation to, verify, assess and/or monitor the qualifications, skills or experience of any Laborers, and as such, the entire risk associated with your hiring or engagement of a Laborer in connection with a Project, and any work performed by such Laborer in connection with a Project, is solely with you. Accordingly, as between you and ToolBelt, you are solely responsible for: (a) the terms and conditions under which you hire or engage a Laborer; (b) assessing and/or evaluating the qualifications, skills and/or experience of a Laborer; (c) assessing the immigration status and/or work eligibility status of a Laborer; and (d) the work performed by a Laborer, including without limitation, the quality of such work and any defects resulting therefrom or associated therewith.
(ii) If you are acting as a Laborer, you are solely responsible for your interactions and communications with any Contractor to whom you submit an application or who may otherwise hire or engage you in connection with a Project. In submitting an application for a Project, you acknowledge and agree that the information included in your application, including your skills, experience, training, immigration and/or work eligibility status, and prior work or employment history, is and shall be truthful, accurate and complete. You acknowledge and agree that ToolBelt does not, and shall have no obligation to, verify, assess and/or monitor the employment or hiring practices of the Contractor and/or the site or job conditions at the Project, and as such, the entire risk associated with your decision to work for any Contractor or on any Project is solely with you. Accordingly, as between you and ToolBelt, you are solely responsible for: (a) the terms and conditions under which you perform work for a Contractor; and (b) assessing and/or evaluating the employment or hiring practices of a Contractor and/or the site or job conditions at a Project, including without limitation, the Contractor’s ability to pay and/or the safety of or the conditions at the Project site.
(iii) In the event of any dispute between you and another User, whether you are acting as a Contractor or a Laborer, you acknowledge and agree that such dispute is solely between you and the other User, that ToolBelt is not a party to such dispute, and that such dispute does not involve or otherwise implicate ToolBelt.
(c) The use of the ToolBelt Platform may require that Users download and install ToolBelt’s labor solutions mobile app (the “App”). The following terms and conditions shall govern and control your use of the App, provided that, in the event of a conflict or inconsistency between the terms and conditions of this subsection (c) and the other terms and conditions of these Terms of Service, the terms and conditions of this subsection (c) shall govern and control, but only with respect to your use of the App.
(1) Subject to your compliance with these Terms of Service, ToolBelt hereby grants you (or your entity) a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable right and license to install and use the App on a single compatible device owned or controlled by you solely for your personal use and not for further resale or distribution in order to access and use the ToolBelt Platform. For any iOS version of the App, your use must be on an iOS device and be in compliance with the Usage Rules set forth in the Apple Media Services Terms and Conditions as of the date you first install, access and/or use the App.
(2) Your rights to use the App are subject to your compliance with any applicable terms of agreements you have with third parties when using the App. For example, if the App provides or requires the use of VoIP functionality, then you must not be in violation of your wireless data service agreement when using the App.
(3) You must provide at your own expense the equipment, Internet connections or devices and/or service plans to access and use the App. ToolBelt does not guarantee that the App can be accessed on all devices or wireless service plans. ToolBelt does not guarantee that the App is or will be available in all geographic locations. You acknowledge that when you use the App, your wireless carrier may charge you fees for data, messaging and/or other wireless access. Check with your carrier to see if there are any such fees that apply to you. YOU ARE SOLELY RESPONSIBLE FOR ANY COSTS YOU INCUR TO ACCESS THE APP FROM YOUR DEVICE.
(4) ToolBelt may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches and other error corrections and/or new or changed features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality of the App. You agree that ToolBelt has no obligation to provide any Updates to you, or to continue to provide or enable any particular features or functionality with respect to the App. You agree to promptly download and install all Updates and you further acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all applicable terms and conditions of these Terms of Service. ToolBelt may provide maintenance and support services for the App, but has no obligation whatsoever to furnish such services to you, and may terminate such services at any time without notice.
(5) ToolBelt may terminate your rights to use the App: (i) in the event you are no longer authorized to access and/or use the App as a result of the expiration or termination of your Usage Rights; (ii) upon written notice to you effective immediately, if you commit a material breach of these Terms of Service; and (iii) at any time upon thirty (30) days’ prior notice to you. You may terminate your rights to use the App at any time by uninstalling and destroying your copy of the App.
(7) With respect to the iOS version of the App, you acknowledge and agree that as between Apple Inc. and its subsidiaries (collectively “Apple”) and ToolBelt, ToolBelt and not Apple is solely responsible for the App and the contents thereof. You and ToolBelt further acknowledge and agree as follows:
(i) In the event of any third party claim that the App or your possession and use thereof infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement, and/or discharge of any such intellectual property infringement claim.
(ii) Apple, and Apple’s subsidiaries, are third party beneficiaries of this subsection (c), and Apple will have the right (and will be deemed to have accepted the right) to enforce this subsection (c) against you as a third party beneficiary thereof.
(iv) IN THE EVENT OF ANY FAILURE OF THE APP TO CONFORM TO ANY APPLICABLE WARRANTY, YOU MAY NOTIFY APPLE, AND APPLE WILL REFUND THE PURCHASE PRICE, IF ANY, FOR THE APP TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APP.
(v) Apple has no obligation to furnish any maintenance and support services with respect to the App. Support requests, as well as questions or complaints regarding the App, may be directed to ToolBelt via email at [email protected]. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
(d) ToolBelt Obligations.
(1) ToolBelt will use commercially reasonable efforts to host, operate and maintain the ToolBelt Platform, in each case, in accordance with the terms and conditions of these Terms of Service. Notwithstanding any term or provision of these Terms of Service to the contrary, ToolBelt is free to determine, in its sole and absolute discretion, the manner and methods by which it provides the ToolBelt Platform, which may include, without limitation, the provision of the ToolBelt Platform, or the features or functions thereof, by and/or through third party service providers and/or other subcontractors.
(2) ToolBelt shall use commercially reasonable efforts to respond to and correct and failures and/or deficiencies affecting the access to, use and/or availability of the ToolBelt Platform.
(3) ToolBelt shall use commercially reasonable efforts to provide the ToolBelt Platform in material accordance with ToolBelt’s published documentation therefor, if any (the “Documentation”). Notwithstanding the preceding sentence, you acknowledge and agree that:
(i) ToolBelt shall not be responsible for and shall have no liability to you in connection with any failure of the ToolBelt Platform to operate or perform in accordance with the Documentation due to deficiencies or failures of your or a third parties’ IT systems or networks, or any of your other hardware, software or technology or those of a third party.
(ii) The proper operation of the ToolBelt Platform is dependent, in part, on the accuracy, quality and sufficiency of the data that is obtained from you and processed by ToolBelt through the ToolBelt Platform (that does not constitute Systems Data) (“User Data”), including data relating to a Project (“Project Data”). You are solely responsible for, and ToolBelt shall have no liability or responsibility of any kind in connection with, the accuracy, quality, legality and/or sufficiency of the User Data. You acknowledge and agree that any defects or inaccuracies in the User Data may delay, prevent, or otherwise detrimentally affect ToolBelt’s provision of the ToolBelt Platform hereunder.
(e) User Data. As between you and ToolBelt, all right, title and interest in and to any User Data is and shall remain your sole and exclusive property. However, the use of the ToolBelt Platform may result in ToolBelt’s use and/or processing of User Data by or through the ToolBelt Platform. Accordingly, you acknowledge and agree that:
(1) Subject to the terms and conditions set forth herein, you hereby grant to ToolBelt a limited, nonexclusive, royalty-free license to use and/or process the User Data for purposes of providing you the ToolBelt Platform.
(2) To the extent your User Data includes Project Data, then subject to the terms and conditions set forth herein, you further grant to ToolBelt a perpetual, irrevocable, nonexclusive, royalty-free license to use, distribute, sell and/or commercialize any such Project Data, provided that, in the event of any distribution by ToolBelt of any Project Data to third parties, ToolBelt shall ensure that any use of the Project Data by any such third parties shall be limited to such third party’s internal use only.
(f) Term and Termination.
(1) Your Usage Rights shall commence on the date on which you purchase or obtain such Usage Rights from ToolBelt and shall continue for the period for which you have purchased or obtained such Usage Rights, unless earlier terminated as set forth herein.
(2) Your Usage Rights may be terminated as follows:
(i) Either you or ToolBelt will have the right to terminate your Usage Rights, for any reason or no reason, by providing not less than forty-five (45) days prior written notice to the other party.
(ii) Either your or ToolBelt may terminate your Usage Rights, upon written notice, in the event that: (a) the other party breaches any material term or provision of these Terms of Service and such breach continues for a period of at least thirty (30) days following the receipt by the breaching party of notice of the breach, or effective immediately if the breach cannot be reasonably cured within such thirty (30) day period or the breaching party fails to diligently pursue a cure for such breach within such thirty (30) day period; or (b) the other party is named as a debtor in a petition for bankruptcy, makes an assignment for the benefit of creditors, seeks any other similar relief under any bankruptcy law or related statute, or otherwise ceases to do business in the ordinary course.
(3) The parties shall have the following rights and responsibilities following the termination or expiration of your Usage Rights:
(i) Upon the termination of your Usage Rights, no matter the reason and except as otherwise expressly set forth herein, you will have no further rights to access and/or use the ToolBelt Platform, and all rights and responsibilities of the parties with respect to the ToolBelt Platform will immediately and automatically terminate.
(ii) If you terminate your Usage Rights in accordance with paragraph (2)(ii) above, ToolBelt will refund to you any prepaid fees, if any, covering the remaining period for which the fees were prepaid as of the effective date of termination.
(iii) Upon the termination of your Usage Rights, ToolBelt will have no obligations or responsibilities to further maintain or retain any User Data, and may destroy such User Data, as determined by ToolBelt in its sole and absolute discretion. You further acknowledge and agree that: (a) ToolBelt shall not be obligated to provide to you or destroy any Systems Data, and that any and all such Systems Data is and shall remain the sole and exclusive property of ToolBelt; (b) ToolBelt may retain any Project Data pursuant to the license rights granted by you in connection with the Project Data in these ToolBelt Platform Terms; and (c) ToolBelt may retain any User Data that ToolBelt is required to retain pursuant to applicable laws and government regulations or that is retained automatically as part of ToolBelt’s usual and customary computer backup procedures, record retention and data archiving schedules.
(iv) The termination of your User Rights for any reason will not release any party from any obligation that matured prior to the effective date of such termination.
(g) Indemnity. Subject to the terms and conditions of these Terms of Service, ToolBelt will defend you and where applicable, your employees, officers, and directors, against any third party claim alleging that the ToolBelt Platform violates, infringes or misappropriates any U.S. patent, copyright, trademark, or other third party intellectual property right, and will pay the amount of any adverse final judgment or settlement entered into by ToolBelt. Notwithstanding the preceding sentence, ToolBelt shall have no obligations or liability under this paragraph (e) to the extent arising from or relating to: (i) the unauthorized use or misuse of the ToolBelt Platform; (ii) the combination of the ToolBelt Platform with any hardware, software, or other technology or materials not supplied by ToolBelt; (iii) any User Data; (iv) the breach by you of these Terms of Service; or (v) the modification, alteration or change to the ToolBelt Platform other than by ToolBelt. In the event the ToolBelt Platform violates or infringes, or is believed by ToolBelt to violate or infringe, the intellectual property rights of a third party, ToolBelt shall, in addition to its indemnity obligations under this paragraph (e), use commercially reasonable efforts to: (1) obtain for you, at no additional cost to you, a license or other rights to continue using the ToolBelt Platform; or (2) modify the ToolBelt Platform such that the ToolBelt Platform is no longer infringing. Notwithstanding the preceding sentence, if ToolBelt is unsuccessful in connection with the foregoing or the foregoing options are not commercially practicable as determined by ToolBelt in its sole and absolute discretion, ToolBelt shall have the right to terminate your Usage Rights, without fault or penalty to ToolBelt, upon thirty (30) days’ prior written notice to you, and ToolBelt shall refund to you any fees prepaid by you but unearned by ToolBelt as of the effective date of termination. The rights and/or remedies set forth in this paragraph (e) shall be your sole and exclusive rights and/or remedies in the event of any claim or allegation that the ToolBelt Platform violates, infringes, or otherwise misappropriates the intellectual property rights or other proprietary rights of any third party.
(h) Audit Rights. You agree to keep and maintain accurate and complete books and records relating to your use of the ToolBelt Platform (“Records”). During the period of your Usage Rights and for a period of two (2) years thereafter, ToolBelt (or a third party auditor selected by ToolBelt to act on its behalf) shall have the right, at its cost and expense and upon reasonable prior written notice to you, to inspect your Records. If any such audit shows any under reporting or under payment by you of any amounts owed hereunder, you agree to promptly pay the additional sum(s) owed, and to the extent such audit shows any under payment by you of five percent (5%) or more, then you agree to further reimburse ToolBelt its costs and expenses incurred in connection with such audit.
(i) Use of Names. ToolBelt may, but is not required to, refer to you or the entity on whose behalf you are acting as being a customer of ToolBelt in ToolBelt’s marketing and promotional materials, and ToolBelt may use any identifier, logo, or trademark of you or your entity for the sole purpose of identifying you or your entity in such marketing and promotional materials.
(j) Payment for ToolBelt Platform. ToolBelt does not charge fees to access and/or use the ToolBelt Platform. Rather, if you are acting as a Contractor, you may, in your discretion, make payment(s) to ToolBelt in connection with your access to and/or use of the ToolBelt Platform. In the event that you make payment to ToolBelt as described herein, ToolBelt will, based on the amount of the payment, grant you priority status for purposes of connecting you with Laborers for your Project(s). Such priority status will be equitably determined by ToolBelt based on the amount of your payment(s) when compared to other payments made by other customers seeking to be connected to the same or similar class of Laborers. Except as otherwise expressly set forth herein, amounts paid by you to ToolBelt to access and use the ToolBelt Platform are non-refundable.
You may use the Services only for lawful purposes in accordance with the terms and conditions of these Terms of Service. Except as expressly permitted in these Terms of Service, you agree not to:
- License, sublicense, lease, rent, timeshare, distribute, disclose, permit access to, or transfer to any third party, any portion of the Services and/or any ToolBelt Content, whether for profit or without charge;
- Store, reproduce, distribute, transmit, modify, adapt, perform display (including by “framing”), publish or sell the Services and/or any ToolBelt Content;
- Translate, reverse engineer, re-engineer, disassemble, decompile, discover, or modify the Services, any ToolBelt Content, or any ToolBelt software;
- Collect information from the Services using an automated software tool or manually on a mass basis, including through the use of automated “bots”, link checkers or other scripts, in each case, without ToolBelt’s prior written permission;
- Use automated means to access the Services, or gain unauthorized access to the Services or to any account or computer system connected to the Services;
- Circumvent any use-limitation or protection device contained in or placed upon the Services and/or the ToolBelt Content, or obtain, or attempt to obtain, access to areas of the Services or ToolBelt’s systems that are not intended for access by you;
- “Flood” the Services with requests to otherwise overburden, disrupt, or harm the Services or our systems;
- Restrict or inhibit other users from accessing or using the Services;
- Modify or delete any copyright, trademark or other proprietary rights notices that appear on the Services and/or any ToolBelt Content;
- Use the Services to execute denial of service attacks;
- Use the Services or any ToolBelt Content to create products or perform services which compete with or interfere with the Services, any ToolBelt Content, or any products or services of ToolBelt or its licensors;
- Impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity;
- Use the Services and/or any ToolBelt Content in any manner that violates, infringes, or misappropriates the intellectual property rights, publicity or privacy rights, or other proprietary rights of any third party;
- Introduce to the Services or any ToolBelt systems or software any viruses, trojan horse, worms, logic bombs or other material which is malicious or technologically harmful;
- Download all or parts of the Services and/or any ToolBelt Content in a systematic or regular manner or so as to create a collection of materials comprising all or a material subset of the Services and/or the ToolBelt Content, in any form; or
- Violate any applicable federal, international, state and local laws, statutes, rules, regulations and ordinances, including any judgment or order of any court or governmental authority (“Laws”).
ToolBelt provides a technology platform connecting independent builders, contractors and skilled workers with one another. Any employment or independent contractor relationship entered into between or among Users is directly between and among the Users; ToolBelt is not a party to any such relationship. Users are neither employees nor independent contractors of ToolBelt, and no joint venture, franchisor-franchisee, partnership or agency relationship is intended or created by these Terms of Service.
(a) ToolBelt may provide certain paid or free services associated with the use of the Services, in its sole discretion. All fees charged by ToolBelt may be modified or changed at any time in its sole discretion. When your use of the Services requires the payment of a fee, you will have the opportunity to review and accept the fees that you will be charged. If you do not agree to pay the fee, do not proceed with your transaction. Unless otherwise stated, all fees are quoted in U.S. Dollars.
(b) You are responsible for paying all fees and applicable taxes associated with your use of the Services in a timely manner with a valid payment method. Except as expressly set forth in these Terms of Service, ToolBelt does not provide refunds.
(c) If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. This includes charging other payment methods on file with us, or retaining collection agencies and legal counsel, in our discretion.
The communications between you and ToolBelt via the Services use electronic means. Accordingly, you consent to receive communications from us in electronic form, and you agree that all electronic terms and conditions, agreements, notices, disclosures, and other communications that we provide to you satisfy any legal requirement that such communications be in writing.
Change and Suspension of Services
ToolBelt reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Services or any portion thereof (including any ToolBelt Content) at any time. You agree that ToolBelt will not be liable to you or to any third party for any such change, suspension, or discontinuance.
No Commercial Use; Authorization
You may use the Services for your internal, non-commercial (except as otherwise set forth herein) use solely for lawful purposes in compliance with these Terms of Service. If you are using the Services on behalf of an entity or employer, you represent and warrant that you are authorized to accept these Terms of Service on such entity’s or employer’s behalf, and that such entity or employer agrees to indemnify ToolBelt pursuant to these Terms of Service.
(a) YOU AGREE THAT The Services and the TOOLBELT Content are provided BY US OR ANY OF OUR EXISTING OR FUTURE VENDORS, AFFILIATES OR AGENTS on an “as is” and “as available” basis, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TOOLBELT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND disclaims all SUCH REPRESENTATIONS, warranties, CONDITIONS, AND DUTIES, whether express, implied, statutory, or otherwise, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose OR USE, RESULTS, ACCURACY, COMPLETENESS, PRIVACY OR SECURITY, non-infringement, AND ANY IMPLIED WARRANTIES CREATED BY TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WE FURTHER DISCLAIM ALL DUTIES TO YOU, IF ANY SUCH DUTIES EXIST, INCLUDING BUT NOT LIMITED TO GOOD FAITH AND FAIR DEALING, REASONABLE CARE, WORKMANLIKE EFFORT, AND LACK OF NEGLIGENCE. IF A DUTY CANNOT BE DISCLAIMED, YOU AGREE THAT THE STANDARD USED TO MEASURE TOOLBELT’S PERFORMANCE OF THAT DUTY WILL BE INTENTIONAL MISCONDUCT.
(b) Neither ToolBelt nor any person associated with ToolBelt makes any representation or warranty with respect to the completeness, security, reliability, quality, accuracy, or availability of the Services or the TOOLBELT Content. Without limiting the foregoing, neither ToolBelt nor anyone associated with ToolBelt represents or warrants that the Services or the Content will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that the Services, the TOOLBELT Content, or the servers that make them available are free of viruses or other harmful components, or that the Services or the TOOLBELT Content will otherwise meet your needs or expectations.
(c) YOU EXPRESSLY WAIVE ALL DUTIES, CONDITIONS AND ALL WARRANTIES THAT MIGHT EXIST BUT FOR THIS PARAGRAPH. ALL RISK IN CONNECTION WITH THE USE OF THE SERVICES AND/OR ANY TOOLBELT CONTENT IS WITH YOU.
Limitation of Liability
To the fullest extent permitted by law, YOU AGREE THAT in no event will ToolBelt or ANY OF ITS EXISTING OR FUTURE officers, directors, employees, agents, licensors, service providers, OR AFFILIATES be liable TO YOU AND/OR ANY OTHER PERSONS for any indirect, incidental, consequential, special, punitive, or exemplary damageS, including but not limited to, personal injury or death, loss of revenue, loss of profits, loss of business, loss of use, or loss of data, FOR FAILURE TO MEET ANY DUTY (INCLUDING BUT NOT LIMITED TO ANY DUTY OF GOOD FAITH, WORKMANLIKE EFFORT OR OF LACK OF NEGLIGENCE), OR FOR ANY OTHER SIMILAR DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO ANY BREACH OR OTHER ASPECT OF THESE TERMS OF SERVICE, THE SERVICES, OR THE TOOLBELT CONTENT, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY UNDER WHICH SUCH DAMAGES ARE SOUGHt (WHETHER IN tort (including negligence), breach of contract, or otherwise), AND even IF TOOLBELT HAS BEEN ADVISED OF OR OTHERWISE HAD REASON TO KNOW OF THE POSSIBIILTY OF SUCH DAMAGES. NOTWITHSTANDING THE PRECEDING SENTENCE, IF FOR ANY REASON TOOLBELT IS FOUND LIABLE HEREUNDER, ToolBelt’S total liability to you or any third party IS LIMITED TO THE LESSER OF: (i) the total amount of fees, if any, YOU paid to ToolBelt in the twelve (12) month period IMMEDIATELY preceding the ACCRUAL OF THE CAUSE OF ACTION FOR WHICH TOOLBELT IS ALLEGED TO BE LIABLE; or (ii) $100 USD. YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH TOOLBELT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM IS PERMANENTLY BARRED. The foregoing limitations shall apply even if your remedies under these Terms of Service fail their essential purpose.
Termination or Cancellation
As noted above, these Terms of Service are a legally binding agreement between you and ToolBelt with respect to your use of the Services. Either we or you may terminate this agreement with or without cause or prior notice. You will still be liable for payment of any amounts due or other obligations incurred prior to termination, and if you use the Services after such termination, that use will constitute your new agreement to these Terms of Service. If applicable Laws require that we provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Services or by sending a communication to any address (email or otherwise) that we have for you in our records. ToolBelt’s rights under these Terms of Service that by their terms, nature, sense or context are intended to survive the termination of these Terms of Service shall survive such termination. Without terminating your right to use the Services pursuant to these Terms of Service, we may suspend or block your access to the Services whenever it appears to us that you might be breaching or violating these Terms of Service or otherwise about to cause harm or damage to us or others. No breach of these Terms of Service by ToolBelt shall be deemed a material breach unless ToolBelt is first given not less than fifteen (15) business days to cure the breach.
You agree to indemnify, defend, and hold harmless ToolBelt, its licensors, affiliates, successors and assigns, and each of the officers, directors, employees, agents, service providers, and representatives of the foregoing, for, from and against any and all claims, liabilities, losses, damages, fees, penalties, claims, judgments, awards, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or relating to your breach of these Terms of Service, your violation of any applicable Laws, your infringement of any third party intellectual property rights, or the use of your User account by a third party. We reserve the right to assume the exclusive defense and control of any action subject to indemnification by you, and you agree to reasonably assist and cooperate with ToolBelt in the defense thereof. Even where ToolBelt assumes the defense and control of any such action, your obligation to indemnify ToolBelt in connection with the claim remains. Your obligations in this paragraph will survive the termination of your use of the Services and/or these Terms of Service.
Third Party Websites, Materials and Content
(c) The Services may display or make available, and the ToolBelt Content may include third party content (including data, information, and/or materials) (collectively, “Third Party Materials”). You acknowledge and agree that ToolBelt is not responsible for the Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. ToolBelt does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials.
(d) You acknowledge and agree that ToolBelt’s: (i) linking to any third party website; (ii) using any third party services, software or applications; or (iii) providing any Third Party Materials, does not constitute or imply an endorsement by ToolBelt of the third party provider. The providers of any third party services, software or applications or Third Party Materials may be third party beneficiaries of these Terms of Service having the right to enforce these Terms of Service in accordance with its terms.
Governing Law; Jurisdiction and Venue
The Services are controlled by us from our offices within the United States and are intended for United States users only. If you choose to access the Services from locations outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws. You may not use or export anything from the Services in violation of U.S. export laws and regulations or these Terms of Service. You agree that these Terms of Service, and all claims of every nature (including without limitation, contract, tort and strict liability) relating to any aspect of the Services, shall be governed by the laws of the State of Oregon, U.S.A., without regard to its conflicts of laws provisions and without regard to where performance is made. THESE TERMS OF SERVICE WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. You agree that any disputes shall be heard exclusively in an appropriate forum located in Multnomah County, Oregon. You also consent to jurisdiction in a state or federal court sitting in Multnomah County, Oregon and waive any claim or defense that such forum is not convenient or proper, and consent to service of process by any means authorized by Oregon or U.S. federal law.
(a) We may give you notice by any lawful method, including (without limitation) legal notices and notices of subpoenas. We may provide the notices by posting them on the Services or by giving them by email or postal mail to any address that we have for you. You agree to update your address as appropriate and to check for notices posted on the Services.
(b) You agree to send us notice by mailing it to 10818 NE Coxley Dr. Vancouver, WA 98662, or by emailing it to us at [email protected].
Entire Agreement; Miscellaneous
These Terms of Service, which incorporate by reference any: (i) additional terms on the Services or otherwise provided by us for particular activities; and (ii) disclosures provided by us and consents provided by you on the Services, constitute the entire agreement between us and neither party has relied on any representations made by the other that are not expressly set forth in these Terms of Service. If any part of these Terms of Service is found by a court of competent jurisdiction to be invalid, then that part will be deemed superseded by an enforceable provision that most closely matches the intent of the original and honors the allocation of risks in these Terms of Service and the remainder of these Terms of Service will continue in effect. Our failure to act with respect to a breach does not waive our right to act as to subsequent or similar breaches. Time is of the essence in connection with your performance under these Terms of Service. Except as set forth in the paragraphs titled “Indemnity” and “Third Party Websites, Materials and Content,” there are no third party beneficiaries of any part of these Terms of Service. These Terms of Service are personal to you, and are not assignable, transferable, or sublicensable by you except with ToolBelt’s prior written consent, which ToolBelt may withhold for any reason or no reason. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Service, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
No Class Actions
Each party expressly waives their right to file a class action or seek relief on a class basis. YOU AND TOOLBELT AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Waiver of Jury Trial
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, OR THE SUBJECT MATTER OF THESE TERMS OF SERVICE.
Questions and Complaints
If you have any questions about our privacy practices, these Terms of Service, would like to report unethical behavior, or if you would like to make a complaint, please contact us at [email protected] or 10818 NE Coxley Dr. Vancouver, WA 98662.
Notice of Copyright Agent
ToolBelt respects the intellectual property rights of others and requests that you do the same. Anyone who believes that their work has been reproduced in the Services in a way constituting copyright infringement may provide a notice to the designated Copyright Agent for the Services containing the following: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (iv) the address, telephone number, and, if available, an email address at which the complaining party may be contacted; (v) a representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a representation that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Copyright infringement claims and notices (but not other notices) should be sent to the attention of our Copyright Agent, in the following manner:
by mail: 10818 NE Coxley Dr. Vancouver, WA 98662
by email: [email protected]
Please use the same procedure for any claimed infringement of any trademark rights or infringements or misappropriations of other intellectual property or third party rights.
Notice About Trademarks
TOOLBELT™ and any associated logos or designs are trademarks or service marks of ToolBelt, Inc. All other trademarks and logos on the Services and/or in the ToolBelt Content are the property of their respective owners. All rights are reserved.