We may modify this Agreement from time-to-time and such modifications shall be effective upon posting on the Site. Your continued use of this website after posting of a revised Agreement signifies your acceptance of it; therefore, it is important that you review this Agreement regularly to remain abreast of any changes. The Effective Date of this Agreement is February 10, 2009.
Description of the Site
Toolzdo.com directly connects users with local individuals or businesses to rent, swap, or give away items. The Site acts as a facilitator of rental services between those of its Users desiring to provide rental of a listed product to other Users and those Users seeking to rent such a product. The Site provides an electronic web-based platform for exchanging information between renters of products. The Site does not represent either party in specific transactions and does not charge any commissions from completing such transactions. As a result, the Site does not control and is not liable to or responsible for the quality, safety, legality, or availability of said products offered for rental on the Site, or the ability of either party to complete a rental transaction. Registered Members are solely responsible for all of the terms and conditions of the transactions conducted on, through, or as a result of use of the Site, including, but not limited to, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation, and storage. Use of the Site is free, and does not require registration; however the Site offers additional benefits to "Free Registered Members", including, but not limited to, searching the entire Toolzdo inventory of offered items; uploading to the Site items for private inventory or public display; offering to rent, swap, share, and give away items; and viewing and participating in community applications. Free Registered Members also have full access to "public" items, and limited access to items designated "private" by the item owner; and may display and edit descriptions, specifications, and images, list one rental or swap item; and upload unlimited items for private inventory or as FREE Items. Free Registered Members may become "Exclusive Members" by upgrading to a paid premium membership with additional benefits, including but not limited to viewing and instantly requesting any item from the entire inventory of items on the Site; and displaying and editing descriptions, specifications, and images; listing multiple rental or swap items, based on the listing plan that they select; and uploading unlimited items for private inventory or as FREE Items. All Registered Members (both "Free Registered Members" and "Exclusive Members", hereinafter referred to jointly as "Registered Members") may communicate with other Registered Members, create an individual profile, and be allowed to list rental items on the Site. Registered Members are governed by additional terms and conditions under a separate Membership Agreement in addition to this Agreement.
- 1. Eligibility. Use of this website and Membership registration is void where prohibited by law. By using the Site, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information by promptly notifying us of any change in such information; (c) you are 18 years of age or older; and (d) your use of the Site does not violate any applicable law or regulation. Your profile and listings may be deleted and your Membership terminated without warning if we believe that you have failed to meet the abovestated eligibility requirements.
- 2. Term, Termination, and Cancellation. This Agreement, and any posted revisions, shall remain in full force and effect while you use the Site. Membership termination is governed by Article 3 of our Membership Agreement.
- 3. Fees. You acknowledge that we reserve the right to charge fees for the use of any portion of the Site and to change the amount of such fees (if any) from time-to-time in our discretion. Please refer to Article 4 of our Membership Agreement.
- 4. Password. Registered Members are entirely responsible for maintaining the confidentiality of their passwords and are solely responsible for any and all use of their accounts. Please refer to Article 5 of our Membership Agreement.
- 5. Unauthorized Use by Registered Members. Illegal and/or unauthorized use of the Site by Registered Members shall result in termination of Membership privileges. Please refer to Article 6 of our Membership Agreement.
- 6. Modifications to the Site. We reserve the right, from time-to-time, to modify or discontinue, restrict, or block access to, all or part of the Site, temporarily or permanently, without notice. We may, temporarily or permanently, modify or remove part or all of your Content from the Site, at any time, without notice. Such actions on our part will not result in any liability to you or any third-party or affect our license to such Content. We assume no responsibility for the deletion of or failure to store your content.
- 7. Licensing Rights of Content on the Site. Only Registered Members may post content to our Site. For details on the limited license granted by Registered Members to the Site for content they upload, please refer to Article 8 of the Membership Agreement.
- 8. Protection of Site Content. Users agree not to copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through the Site for the purpose of reselling or redistributing the the Site's Content, or operating a business that competes with the Site, or otherwise commercially exploiting said Content. Systematic retrieval of proprietary content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices, or manual processes) is prohibited. Our Site Content is protected by copyright, trademark, patent, trade secret, and other laws. We hereby grant you a limited, revocable, non-transferable, non-sublicensable, nonexclusive license to reproduce and display such Content (excluding any software code) solely for your personal, noncommercial use in connection with viewing and/or using our website. Except as provided within this Agreement, you may not copy, modify, reproduce, translate, publish, broadcast, transmit, distribute, perform, display, sell, or prepare derivative works of any Content appearing on or through the Site. Etoolbay, Inc. is the sole owner or lawful licensee of all the rights to the Site. The Site embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site shall remain with Etoolbay, Inc. or its affiliates. All rights not otherwise claimed under this Agreement or by Etoolbay, Inc. are hereby reserved. "ETOOLBAY", "TOOLZDO", and "TOOLZDO.COM" and related icons and logos are trademarks or service marks of Etoolbay, Inc. and are protected under applicable copyright, trademark, and other intellectual property laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
- 9. Content Posted by Registered Members. Registered Members are solely responsible for the Content that they post on the Site - and for the consequences of any such Content. We assumes no responsibility for monitoring the Site for inappropriate content or conduct. We may exercise our discretion to reject, refuse to post, or delete any Content posted by Registered Members. For more details, please refer to Article 10 of the Membership Agreement.
- 10. Prohibited Content. Registered Members are forbidden to post Prohibited Content to our Site. We reserve the right to (1) investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision; (2) remove such offending content from the Site; and (3) terminate the Membership of such violators. Prohibited content includes, but is not limited to, listing items that you do not own; listing items for sale; and listing items restricted or prohibited by a federal, state or local law in any jurisdiction. Prohibited content is described in further detail in Articles 10 and 11 of the Membership Agreement.
- 11. Prohibited Activities. We reserve the right to investigate and take appropriate legal action
against anyone who, in our sole discretion, violates this provision, including without limitation,
reporting such individuals to law enforcement authorities. Prohibited activity includes, but is not
- 11.1 criminal or tortious activity
- 11.2 spamming (Registered Members may not use any e-mail account, Instant Messaging service, or any other communication service provided by the Site to spam; in order to protect Registered Members from such advertising or solicitation, we reserve the right to restrict the number of e-mails that a Registered Member may send. For more details, please refer to Article 10.3 and 12.2 of the Membership Agreement.
- 11.3 advertising to, or solicitation of, any Registered Member to buy or sell any products or services through the unauthorized or impermissible use of the Site
- 11.4 transmitting or using viruses, malware, bots, worms, or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network
- 11.5 actual or attempted circumvention or modification of any security technology or software that is part of the Site; or interfering with, disrupting, or creating an undue burden on the Site or the networks or services connected to the Site; or altering information on or obtained from the Site
- 11.6 using any automated means (for example, robot, spider, scraper) to extract data or gather or use information from the Site (for example, e-mail addresses) or transmit any unsolicited advertising or spam
- 11.7 copyright, trademark, or patent infringement; or theft of trade secrets
- 11.8 covering or obscuring the banner ads on any page of the Site, including, but not limited to, your personal profile page
- 11.9 framing any part of the Site or otherwise making it appear as if you have a relationship with us, or that we have endorsed you or your website, unless you have written permission from us to do so
- 11.10 impersonating or attempting to impersonate another Registered Member, person, or entity; or using the account, username, or password of another Registered Member at any time; or disclosing your password to any third-party or permitting any third-party to access your account; or impersonating any other person or entity, including impersonating an employee or consultant of Toolzdo.com or Etoolbay, Inc.
- 11.11 using the Site in a manner inconsistent with any and all applicable laws and regulations.
- 12. Copyrights / Intellectual Property. We respect the intellectual property of others, and require
that our Users do likewise. Please refer to Article 13 of our Membership Agreement.
If you believe your work has been posted on the Site in a manner constituting copyright
infringement and you want us to take down or disable the infringement, please notify us at the
address at the bottom of this Agreement and include: (1) identification of the copyrighted work
claimed to have been infringed upon, or, if multiple copyrighted works are covered by a single
notification, a representative list of such works; (2) identification of the claimed infringing material
and information reasonably sufficient to permit us to locate the material on the Site (for example,
providing the URL(s) of the claimed infringing material); (3) your contact information (address,
phone number, and e-mail address); (4) a statement by you that you have a good faith belief that the
disputed use is not authorized by the copyright owner, its agent, or the law; (5) a statement by you,
under penalty of perjury, that the above information in your notification is accurate and that you
are the copyright owner or authorized to act on the copyright owner's behalf; and (6) the physical
or electronic signature of a person authorized to act on behalf of the copyright owner or exclusive
licensee. This information requested is intended to conform substantially to the requirements set
forth in the Digital Millennium Copyright Act, 17 U.S.C. § 512 (c)(3)(A). Any notification by a
copyright owner or a person authorized to act on the copyright owner's behalf that fails to comply
with the provisions above shall not be considered sufficient notice and shall not be deemed to
confer upon us actual knowledge of facts or circumstances from which infringing material or acts
Our designated agent to receive notification of claimed infringement can be reached at: Copyright Agent, Etoolbay, Inc., 4921 NW 48th Ave., Coconut Creek, FL 33073.
- 15. Disclaimers. You hereby agree that in no event shall we be liable to you or any third parties
for any inability to use the Site, whether due to disruption, changes to or termination of the Site
or otherwise (including, but not limited to: forces or causes beyond our control; Internet failures;
computer, telecommunications or any other equipment failures; electrical power failures; strikes,
labor disputes, riots, insurrections, or civil disturbances; shortages of labor or materials; fires,
flood, storms, explosions, and other Acts of God; war, governmental actions, orders of domestic
or foreign courts or tribunals or non-performance of third parties), or any delays, inaccuracies,
errors or omissions with respect to any communications or transmission or delivery of all or any
part thereof, or any damage (direct, indirect, consequential, or otherwise) arising from the use of
or inability to use the Site. Under no circumstances shall we be responsible for any loss or damage,
including personal injury or death, resulting from use of the Site, from any Registered Member
Content posted on the Site, or from the conduct of any Users of the Site, whether online or offline,
including, but not limited to, any harm that may result from the rental of products listed on the Site.
We expressly disclaim any warranty of fitness for a particular purpose or non-infringement.
- 15.1 Registered Member E-Mail Accounts. Please refer to Article 16.1 of our Membership Agreement.
- 15.2 Customer Support. We are under no obligation to provide customer support. However, if we do, in our sole discretion, choose to provide customer support, that exercise of discretion shall not create any obligation to provide ongoing support or to provide additional support in the future. All information and/or other content posted on the Site or otherwise provided by the Toolzdo.com service team is supplied for information purposes only and shall not under any circumstances be construed as legal and/or business advice, or a legal opinion. Users are encouraged to seek independent professional advice in such situations.
- 16. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU
AGREE THAT NEITHER TOOLZDO.COM, ETOOLBAY, INC., NOR THEIR SUBSIDIARIES,
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS AND
SUPPLIERS, NOR EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, WILL BE
LIABLE TO YOU AND/OR ANY OTHER PERSON FOR DIRECT, INDIRECT, INCIDENTAL,
PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS,
LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL, OR ANY
OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR
PRODUCT LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL
THE AGGREGATE LIABILITY TO YOU OF TOOLZDO.COM AND ETOOLBAY, INC., AND
THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS, AND SUPPLIERS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS EXCEED, IN TOTAL, THE AMOUNTS PAID BY YOU TO US.
YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
WE MAKE NO WARRANTY THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
WE ARE NOT LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR RESULTING FROM ANY GOODS OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- 17. Disputes
- 17.1 Between Members. In the event that any Registered Member has a dispute with any party to a transaction, such Registered Member agrees to release and indemnify us (and our agents, affiliates, directors, officers, and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental, or consequential damages) arising out of or in connection with such transaction. You acknowledge that you are fully assuming the risks of any transactions entered into with other Registered Members of this Site, including, but not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. You agree that we shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions, or expenditures of any kind that may arise as a result of, or in connection, with such transactions.
- 17.2. Between Yourself and Etoolbay, Inc. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts located within the State of Florida to resolve any dispute arising out of this Agreement or use of the Site. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
- 18. Indemnification. You agree to indemnify and hold harmless us, our affiliates, and respective officers, directors, agents, attorneys, partners, and employees, from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your use of the Site in violation of this Agreement, and/or any breach of your representations and warranties set forth in this Agreement, and/or if any Content that you post on or through the Site causes us to incur liability. In the event that you and any User have a mutual dispute arising from any transaction conducted through our Site, such you agree to release and indemnify us (and our affi liates, and respective officers, directors, agents, attorneys, partners, and employees) from all claims, demands, actions, proceedings, costs, expenses, and damages (including but not limited to, any actual, special, incidental, or consequential damages) arising out of or in connection with such transaction.
If you have any questions regarding this Agreement, please contact us at: Etoolbay, Inc., 4921 NW 48th Ave., Coconut Creek, FL 33073.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.