Introduction

This User Agreement, the user Privacy Policy, the Mobile Devices Terms, and all policies posted on our sites set out the terms on which Utilize, LLC (Referenced as ‘T'Work' for the remainder of the document) offers you access to and use of our sites, services, applications and tools (collectively "Services"). All policies, the Mobile Devices Terms, and the user Privacy Policy are incorporated into this User Agreement. You agree to comply with all of the above when accessing or using our Services.

The entity you are contracting with is T'Work, 2816 Jefferson Ave. Lincoln, NE 68502 if you reside in the United States.

Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see Disclaimer of Warranties; Limitation of Liability and Legal Disputes provisions below). It also contains an Agreement to Arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt out of the Agreement to Arbitrate (see Legal Disputes) (”Agreement to Arbitrate")). Unless you opt out: (1) you will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

About T'Work

T'Work is creating an online tool rental marketplace. This two-sided marketplace allows consumers and contractors to list their power tools and small construction equipment for others in their community to rent. This type of marketplace creates the opportunity for do-it-yourself (DIY) consumers and contractors to rent tools and get their projects done in a more flexible time table and more affordable pricing

While we may provide pricing, transportation, listing, and other guidance in our Services, such guidance is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes through various programs, T'Work has no control over and does not guarantee the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of owners to lend items; the ability of renters to pay for items; or that an owner or renter will actually complete a transaction or return an item.

Using T'Work

In connection with using or accessing the Services you will not:

If we believe you are abusing T'Work in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services. Additionally, we reserve the right to refuse or terminate all or part of our Services to anyone for any reason at our discretion.

Policy Enforcement

When a renter or owner 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 for both renters and owners.

Fees

The fees we charge for using our Services are listed on our Standard Lending Fees page. We may change our owner fees from time to time by posting the changes on the T'Work site 14 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.

You must have a payment method on file when selling on T'Work and pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect fees owed by charging other payment methods on file with us, retaining collection agencies and legal counsel, and, for accounts over 180 days past due, requesting that The payment processor deduct the amount owed from your Payment processing account balance. In addition, you will be subject to late fees. T'Work, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information T'Work reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us. If you wish to dispute the information a collection agency reported to a credit bureau regarding your T'Work account, you must contact the collection agency directly.

T'Work uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells.

Listing Conditions

When listing an item, you agree to comply with T'Work's rules for listing and Lending Practices policy and that:

Accordingly, to drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the renter.

Rental Conditions

When renting an item, you agree to the rules for renters and that:

Content

When providing us with content or causing content to be posted using our Services, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, publicity, trademark, and database rights and other intellectual property rights you have in the content, in any media known now or developed in the future. Further, to the fullest extent permitted under applicable law, you waive your moral rights and promise not to assert such rights or any other intellectual property or publicity rights against us, our sublicensees, or our assignees.

You represent and warrant that none of the following infringe any rights mentioned in the preceding paragraph: your provision of content to us, your causing content to be posted using the Services, and use of any such content (including of works derived from it) by us, our users, or others in contract with us that is done in connection with the Services and in compliance with this User Agreement.

We may offer catalogs including stock images, descriptions and product specifications that are provided by third-parties (including users). You may use catalog content solely in connection with your T'Work listings. The permission to use catalog content is subject to modification or revocation at any time at T'Work's sole discretion.

While we try to offer reliable data, we cannot promise that the catalogs will always be available, accurate, and up-to-date, and you agree that you will not hold our catalog providers or us responsible for inaccuracies. The catalog may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included within the catalogs or create any derivative works based on catalog content (other than by including them in your listings).

Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. T'Work's works to ensure that listed items and content on our site or in our apps do not infringe upon the copyright, trademark, or other intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, please notify our team.

Holds

To protect T'Work from risk of liability for your actions as an owner, T'Work has at times recommended, and may continue to recommend, that The payment processor restrict access to funds in an owner's Payment processing account based on certain factors, including, but not limited to, selling history, owner performance, returns, riskiness of the listing category, transaction value, or the filing of a T'Work Money Back Guarantee case. This may result in The payment processor restricting funds in your Payment processing account.

Authorization to Contact You; Recording Calls

T'Work may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. T'Work may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. As described in our user Privacy Policy, T'Work may collect other telephone numbers for you and may place manual non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits. If you do not wish to receive such communications, you may change your communications preference at any time, including through the communication preferences section of your account.

T'Work may share your telephone number with its authorized service providers as stated in our user Privacy Policy. These service providers may contact you using autodialed or prerecorded calls and text messages, only as authorized by T'Work to carry out the purposes we have identified above.

T'Work may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with T'Work or its agents for quality control and training purposes or for its own protection.

Privacy of Others; Marketing

If T'Work provides you with information about another user, you agree you will use the information only for the purposes it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

Additional Terms

Returns and Cancellations

When an item is returned, to refund the renter, you (as owner) authorize T'Work to instruct the payment processor to remove the refund amount (in same or other currency) from your payment processing account, place the amount on your invoice, and/or charge your payment method on file.

T'Work Money Back Guarantee

Most T'Work transactions go smoothly, but if there's a problem with a rental, the T'Work Money Back Guarantee helps renters and owners communicate and resolve issues. You agree to comply with the policy and permit us to make a final decision on any T'Work Money Back Guarantee case.

If you (as owner), choose to reimburse a renter, or are required to reimburse a renter or T'Work under the T'Work Money Back Guarantee, you authorize T'Work to request that the payment processor remove the reimbursement amount (in same or other currency) from your payment processing account, place the amount on your invoice, and/or charge your payment method on file. If we cannot get reimbursement from you, we may collect the outstanding sums using other collection mechanisms, including retaining collection agencies.

We may suspend the T'Work Money Back Guarantee in whole or in part without notice if we suspect abuse or interference with the proper working of the policy.

Disclaimer of Warranties; Limitation of Liability

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Rental updates and other notification functionality in T'Work's applications may not occur in real time. Such functionality is subject to delays beyond T'Work's control.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, equipment, tools, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) any amounts due under the T'Work Money Back Guarantee up to the price the item rented for on T'Work (including any applicable sales tax) and its original transportation costs, (b) the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability, or (c) $100.

Release

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims that you may know or suspect to exist in your favor at the time of agreeing to this release.

Indemnity

You will indemnify and hold us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement, your improper use of T'Work's Services or your breach of any law or the rights of a third party.

Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND T'WORK HAVE AGAINST EACH OTHER ARE RESOLVED.

You and T'Work agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the T'Work User Agreement, your use of or access to the Services, or any products or services lent or rented through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

A. Applicable Law

You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Nebraska, without regard to principles of conflict of laws, will govern the User Agreement and any claim or dispute that has arisen or may arise between you and T'Work, except as otherwise stated in the User Agreement.

B. Agreement to Arbitrate

You and T'Work each agree that any and all disputes or claims that have arisen or may arise between you and T'Work relating in any way to or arising out of this or previous versions of the User Agreement, your use of or access to T'Work's Services, or any products or services lent, offered, or rented through T'Work's Services shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

  1. Prohibition of Class and Representative Actions and Non-Individualized Relief

    YOU AND T'WORK 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 BOTH YOU AND T'WORK 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.

  2. 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. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the User Agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), shall be for a court of competent jurisdiction to decide.

    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. The AAA's rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word "arbitrator" in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration: rather, the AAA's rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.

    A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute ("Notice"). The Notice to T'Work should be sent to T'Work Inc., Attn: Litigation, Re: Notice of Dispute 2816 Jefferson Ave., Lincoln, NE 68502. T'Work will send any Notice to you to the physical address we have on file associated with your T'Work account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.

    If you and T'Work are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or T'Work may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to T'Work at the following address: T'Work, 2816 Jefferson Ave., Lincoln, NE 68502. In the event T'Work initiates arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your T'Work account. Any settlement offer made by you or T'Work shall not be disclosed to the arbitrator.

    The arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or T'Work may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and T'Work 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 T'Work may attend by telephone, unless the arbitrator requires otherwise.

    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 different users, but is bound by rulings in prior arbitrations involving the same T'Work 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.

  3. Costs of Arbitration

    Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, T'Work will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by T'Work should be submitted by mail to the AAA along with your Demand for Arbitration and T'Work will make arrangements to pay all necessary fees directly to the AAA. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse T'Work for all fees associated with the arbitration paid by T'Work on your behalf that you otherwise would be obligated to pay under the AAA's rules.

  4. Severability

    With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the Agreement and its Legal Disputes Section will continue to apply.

  5. Opt-Out Procedure

    IF YOU ARE A NEW T'WORK USER, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO T'WORK INC., ATTN: LITIGATION, RE: OPT-OUT NOTICE, 2816 Jefferson Ave., Lincoln, NE 68502.

    For your convenience, we are providing an Opt-Out Notice form you must complete and mail to opt out of the Agreement to Arbitrate. You must complete the Opt-Out Notice form by providing the information called for in the form, including your name, address (including street address, city, state and zip code), and the user ID(s) and email address(es) associated with the T'Work account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

  6. Future Amendments to the Agreement to Arbitrate

    Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against T'Work 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 you and T'Work. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.gettwork.com at least 30 days before the effective date of the amendments and by providing notice through the T'Work Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30 day period and you will not be bound by the amended terms.

C. Judicial Forum for Legal Disputes

Unless you and we 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, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and T'Work must be resolved exclusively by a state or federal court located in Lancaster County, Nebraska. You and T'Work agree to submit to the personal jurisdiction of the courts located within Lancaster County, Nebraska for the purpose of litigating all such claims or disputes.

General

T'Work is located at 2816 Jefferson Ave., Lincoln, NE 68502.

Except as otherwise provided in this Agreement, if any provision of this User Agreement 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. In our sole discretion, we may assign this User Agreement, by providing notice of such assignment in accordance with the Notices Section.

Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

We may amend this User Agreement at any time by posting the amended terms on www.gettwork.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days' notice by posting the amended terms. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a T'Work representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the T'Work site.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.

The User Agreement, the user Privacy Policy, and all polices set forth the entire understanding and agreement between you and T'Work and supersede all prior understandings and agreements of the parties.

The following Sections survive any termination of this User Agreement: Fees, Content, Disclaimer of Warranties; Limitation of Liability; Indemnity, and Legal Disputes.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.