Terms & Conditions

Effective Date: 10 November 2020

Thank you for visiting the Gearflow (“Gearflow”, "we”, "us", or "our") website, located at www.gearflow.com (the "Site"). Gearflow is brought to you by Equiprent Inc. These Terms and Conditions (the “Terms”) incorporate the Gearflow Privacy Policy along with any other terms and conditions or policies that may apply to any of our products, features, functionality and/or customer service.

Please read these Terms carefully before accessing our Site or otherwise using Gearflow. These Terms represent a binding contract between you and us, and by creating an account, accessing our Site or otherwise using Gearflow, you are acknowledging that you have read, understand and expressly agree to be bound by them. These Terms affect your rights and designate the governing law and forum for the resolution of any disputes. If you do not agree to be bound by the Terms, you may not use the Gearflow Site. To make a purchase or otherwise obtain our Services or any Equipment via our Site, you must be at least 18 years old or the age of majority in your jurisdiction. If you do not meet the age requirement then you may not purchase or otherwise obtain Gearflow Services or any equipment through our Site.

Privacy:

The privacy and use of your information is governed by our Privacy Policy, available here. Please review our Privacy Policy carefully so that you understand our practices.

Services:

Unless expressly stated otherwise, the services provided by Gearflow (the "Marketing Services") are limited to informing users of the potential availability for purchase and/or rent of certain tools, parts, equipment, and accessories ("Equipment") and facilitating Transactions (as defined below) by listing Equipment on the Site, processing Transactions and collecting fees on behalf of Suppliers (as defined below). Any fees and/or consideration paid to Gearflow is paid to us in connection with these Marketing Services unless otherwise indicated. To be clear, Gearflow does not: (i) negotiate terms of purchase transactions, rental transactions or settle disputes between users of the Site; (ii) own or provide Equipment for purchase or rental; (iii) operate an Equipment purchase or rental service; (iv) otherwise accept custody of Equipment; or (v) provide services other than the Marketing Services (such other services collectively referred to herein as "Excluded Services"). The Excluded Services are provided by Suppliers or third parties who are neither our agents nor acting in our behalf and we have no responsibility whatsoever regarding the Equipment or the sale or rental of such Equipment. We are not responsible for any consequences arising from the Excluded Services, including, without limitation, consequences arising from your dealings with any Supplier, your use of the Equipment or any complications or defects with the Equipment or use thereof.

Suppliers; Supplier Agreements:

Gearflow lists the Equipment on the Site and, as such, facilitates (i) the sale by Suppliers and purchase by you of certain Equipment ("Sale Transactions"); and (ii) the reservation for rental by you of the Equipment ("Rental Transactions," and together with Sale Transactions, "Transactions") between users of the Site, such as you ("Customers" or "you"), and the independent owners or lessors, of the Equipment (the "Suppliers"). Each Supplier lists all information regarding such Supplier's Equipment and related Transactions on such Supplier's subpage of the Site (the "Supplier Storefront"). Gearflow makes no representation or warranty with respect to any portion of the Supplier Storefront, including, without limitation, whether any information regarding Equipment for sale or rent is accurate. You acknowledge and agree that Gearflow has not undertaken any inspection or review of any Equipment and that the Supplier is solely responsible for the condition of all Equipment. You further acknowledge and agree that no Supplier is under any obligation to undertake any Transaction with you, and that any Supplier may agree to or disagree to enter into any Transaction with you in its sole and absolute discretion. Gearflow does not monitor or review Transactions or proposed Transactions and has no responsibility to require a Supplier to enter into any Transaction with you. Gearflow does not set the prices for Transactions, review any information on the Supplier Storefront, inspect any Equipment or charge you for any fees, taxes or services provided by Suppliers. For Rental Transactions, a Supplier may require you to execute a rental agreement or other agreement governing your rental of the underlying Equipment (each, a "Supplier Agreement"). Unless otherwise agreed to between yourself and Supplier, you covenant and agree to sign any such Supplier Agreement upon request by Supplier, prior to undertaking a Rental Transaction. By undertaking a Rental Transaction, you agree in all cases to abide by the applicable Supplier Agreement(s). You acknowledge and agree that Gearflow has not reviewed any Supplier Agreement, has no obligation to review any such Supplier Agreement and makes no statements, representations or warranties regarding the fairness or legality of any such Supplier Agreement. For certain Sale Transactions, the Supplier's return, dispute resolution and other policies related to sales of such Equipment ("Return/Dispute Policies") may apply, and Gearflow has no obligation to hold any funds until the underlying dispute is resolved. The Site may note when Return/Dispute Policies apply to Transactions. Unless otherwise agreed to between yourself and the Supplier, you covenant and agree to abide by all such Return/Dispute Policies. By undertaking a Sale Transaction where Return/Dispute Policies apply, you agree in all cases to abide by the applicable Return/Dispute Policies. You acknowledge and agree that Gearflow has not reviewed any Return/Dispute Policies, has no obligation to review any such Return/Dispute Policies and makes no statements, representations or warrants regarding the fairness or legality of any such Return/Dispute Policies. In connection with our provision of the Marketing Services, Suppliers may represent and warrant to us that they have full authority to list the Equipment as available Transactions. We are not responsible for confirming whether any such representation or warranty is true and correct, nor are we responsible if any such representation or warranty becomes inaccurate or incomplete prior to your purchase or use of the underlying Equipment. In addition, Gearflow will never be responsible for any agreement or other arrangements between you and any Supplier, regardless of whether such agreement or other arrangements are related to your booking and use of Equipment.

Your Agreements Related to Sale Transactions and Rental Transactions:

Equipment available for Transactions on the Site is categorized as "Heavy Equipment" or "Light Equipment." In all cases, you hereby agree to submit through the Site the applicable Purchase Price (as defined herein) or Rental Price (as defined herein) for any Transaction you undertake through the Site. You hereby further covenant and agree as follows:

Sale Transactions of Heavy Equipment:

Following your receipt of Heavy Equipment that you have purchased, you have three Business Days (as defined below) following the delivery date of such Heavy Equipment (the "Inspection Period") to notify both Gearflow and the Supplier through the Site of any issue whatsoever with the Equipment (any such issue, a "Dispute," and any such notification, a "Dispute Notification" ). You acknowledge and agree that Dispute Notifications must be submitted during the Inspection Period. You also acknowledge and agree that Gearflow shall have no obligation to independently inquire with either you or the Supplier as to whether there is a Dispute. As used herein, "Business Day" means any day upon which federal banking instructions are open for business in Chicago, Illinois.

Sale Transactions of Light Equipment:

1. Any purchase of Light Equipment that you make through the Site shall be governed by the Return/Dispute Policies related to such Light Equipment. Unless otherwise agreed between yourself and the Supplier, you hereby agree to abide by any Return/Dispute Policy(s) applicable to your purchases of Light Equipment through the Site. Although the Site will give you the capability, anytime following delivery of Light Equipment you have purchased, to notify Company and/or Supplier of any issue with the Light Equipment (any such issue, a "Light Equipment Dispute"), and you will have the option to submit any such notification, Light Equipment Disputes will be governed by the related Return/Dispute Policies unless otherwise agreed upon between yourself and the Supplier.
2. Notwithstanding the foregoing, Company shall have the option, at any time prior to the resolution of a Light Equipment Dispute, to remit the Purchase Price to the Supplier without any liability whatsoever to you, and you shall be required to work with the Supplier directly to resolve such Light Equipment Dispute. For purposes of clarity, and without limitation of anything in the Agreement, you hereby acknowledge and agree that Company has no obligation to resolve or otherwise get involved with any Light Equipment Dispute.

Rental Transactions of Heavy Equipment and Light Equipment:

1. You agree to sign and abide by all Supplier Agreements related to Rental Transactions of Equipment. Any such Supplier Agreements shall cover, among other items, disputes between yourself and the Supplier, any extensions of a Rental Period (as defined herein) (a "Rental Period Extension") and any defects in Equipment. You acknowledge and agree that any Rental Period Extension, whether as a result of mutual agreement between yourself and the Supplier or as a result of your withholding of the underlying Equipment, shall be dealt with directly between yourself and the Supplier.
2. If you cancel the Rental Transaction prior to the start of the rental period initially booked by you on the Site (the "Rental Period" ), Gearflow will refund you the full amount of the price you paid for the rental (the "Rental Price" ), less any Supplier Shipping Costs and any Service Fees.
3. If you return the Equipment prior to the expiration of the Rental Period, Gearflow shall refund you a pro rata amount of the Rental Price equal to the remaining portion of the Rental Period as of the date of delivery to Supplier of the Equipment.
4. If you submit a notification through the Site of an issue with the Equipment during the Rental Period (a "Rental Dispute"), Gearflow shall have the option to hold the Rental Price, in part or in total, until Gearflow receives joint notification from each of you and the Supplier that either (i) the Rental Dispute has been resolved by mutual agreement, in which case Gearflow will not return the Rental Price to you; or (ii) the Rental Dispute is unable to be resolved, in which case Gearflow may return the Purchase Price to you, less (i) any Supplier Shipping Costs; and (ii) any Service Fees.
5. Notwithstanding the foregoing Gearflow may, at any time prior to the resolution of a Rental Dispute, remit the Rental Price or any portion thereof to Supplier without any liability whatsoever to you, and you shall be required to work with the Supplier directly in order to resolve such Rental Dispute. For purposes of clarity, and without limitation of anything in the Agreement, you hereby acknowledge and agree that Gearflow has no obligation to resolve or otherwise get involved with any Rental Dispute.

Escrow Obligations of Gearflow:

Gearflow may hold the Purchase Price or Rental Price (collectively, "Submitted Funds") you submit through the Site for Transactions until they are delivered to the Supplier or returned to you pursuant to these Terms. In relation to Gearflow's obligation to hold such Submitted Funds, Gearflow shall neither be responsible for, nor chargeable with knowledge of, nor have any requirements to comply with, the terms and conditions of any other communication, agreement, instrument or document between yourself and the Supplier, if any, nor shall Gearflow be required to determine if any person has complied with any such agreements, nor shall any additional obligations on Gearflow be inferred from the terms of such agreements. In the event of any conflict between these Terms and those of other agreements between yourself and the Supplier, Gearflow shall be entitled to rely upon these Terms only and as between you and Gearflow, these Terms shall take precedence and govern in all respects. Except as otherwise set forth herein, Gearflow shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it by you or any third party(s) (including through the Site). Gearflow shall not have any duty or obligation to confirm or verify the accuracy or correctness of any Submitted Funds remitted to Gearflow through the Site or otherwise pursuant to these Terms.

User Accounts:

In order to access certain areas of the Site, you may be required to create a user account and login ("User Account"). You agree that all information which you provide in connection with your User Account or otherwise through the Site is current, accurate and complete. You agree that your User Account and any information associated with your User Account is nontransferable. You are solely responsible for all activity that occurs with respect to your User Account. You are solely responsible for maintaining the confidentiality of your User Account and keeping the username and password to your User Account secure. You agree to notify us immediately of any security breach or unauthorized use of your User Account. We will not be liable for any costs, losses, claims or damages that you or any third party incur which are directly or indirectly caused by any unauthorized use of your User Account. You agree to never use another party’s User Account without such party's express written authorization.

AS A USER OF THE SITE, YOU UNDERSTAND AND AGREE THAT (1) NEITHER GEARFLOW NOR ITS AFFILIATES WILL HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY UNAUTHORIZED TRANSACTIONS MADE USING YOUR USER ACCOUNT OR ANY INFORMATION CONTAINED IN OR RELATED TO YOUR USER ACCOUNT; AND (2) THE UNAUTHORIZED USE OF YOUR USER ACCOUNT COULD CAUSE YOU TO INCUR LIABILITY TO BOTH GEARFLOW AND OTHER USERS.

Fees and Payments:

You are responsible for all charges, fees, duties, taxes, and assessments arising out of any Transaction, the use of any Equipment, the Marketing Services or the use of the Site. You agree to pay to Gearflow all fees for Gearflow's provision of the Marketing Services, in accordance with the pricing and payment terms presented to you for such Marketing Services. Where applicable, you will be billed using the billing method you select through your User Account management page. Except as provided in these Terms or when required by law, all fees paid by you are non-refundable. Gearflow may change the fees for any Marketing Services at any time.

For the avoidance of doubt, unless otherwise stated, you are responsible for any taxes (other than Gearflow's income tax) or duties associated with the sale of the services and all Transactions, including any related penalties or interest (collectively, "Taxes"). You will pay Gearflow for the services without any reduction for Taxes. If Gearflow is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Gearflow with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. If you are required by law to withhold any Taxes from your payments to Gearflow, you must provide Gearflow with an official tax receipt or other appropriate documentation to support such payments.

Intellectual Property:

Gearflow is protected by United States and international intellectual property laws and you agree to abide by them. All information and content available on our Site or by and through our other offerings, including, but not limited to, trademarks, logos, service marks, features, functions, icons, images, audio clips, data compilations and software, along with the compilation and organization thereof (“Content”) is the property of Gearflow and without our prior written consent you may not download, copy or store our Content in any form outside of the Gearflow Site. We may, in our sole discretion, grant permission for such use on a case-by-case basis and we may charge a usage fee for such use. If we grant such permission, then by downloading, printing, or otherwise using any of the Content, you agree that you will (i) restrict your use of such Content to personal and non-commercial use, and (ii) not violate our rights or the rights of any other person or entity. We do not warrant that use of any of the Content will not infringe the rights of third parties Other than as expressly allowed herein, you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, or perform any of our Content or any portion of our Site offerings. You agree that all data and algorithms used in connection with providing Gearflow to you are “trade secrets” as defined under applicable law. You agree to comply with reasonable written requests from us to help us in protecting our proprietary and intellectual property rights. All intellectual property rights in Gearflow are, as between you and us, the sole and exclusive property of Gearflow.

Some of the features on the Site may allow you to post reviews of Suppliers and/or Transactions ("Reviews"). The Site may also, from time to time, allow you to post or submit other comments, ideas, suggestions, information, files, videos, images or other materials to Gearflow, the Site or other Users ("Submitted Content,” and together with Reviews, "Your Content"). You own all intellectual property rights to Your Content in perpetuity, and you represent and warrant that you have all rights in and to any of Your Content that you share on our Site. You agree not to engage in, or assist or encourage others to engage, in posting, transmitting, submitting, distributing, reproducing or otherwise sharing any of Your Content that is in violation of these Terms. You agree that we can use, reproduce, modify, adapt and publish Your Content for purposes of enabling us to offer Gearflow or the features you have elected to use. We may, but are not obligated to, examine or evaluate Your Content and to refuse to post or remove the same. You acknowledge that we have no responsibility or liability for any of Your Content and you hereby waive any claims against us for any infringement of intellectual property, privacy and/or rights of attribution. You are responsible for Your Content, and acknowledge that once published, we cannot always remove it.

We appreciate when you provide us feedback through customer service or by email or social features, but we may use any feedback, comments, or suggestions without any obligations to you. For purposes of clarity, you hereby assign all intellectual property rights to us in any feedback, comments or suggestions that you provide to us.

License to Use Gearflow:

We provide you access to our Site pursuant to a limited, non-exclusive, non-sub-licensable, non-transferable, revocable license. You may only use Gearflow subject to and in strict compliance with these Terms. This license is available to you as long as you are not barred from Gearflow by applicable law and your account is not terminated by us or by you. If these Terms are not enforceable where you are located, you may not use our Site. We reserve all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.

If you use the Site, any Marketing Services or any other products or services offered by Gearflow on behalf of an organization or entity, you affirm that you have the right to act on behalf of that organization or entity, and that these Terms apply to the organization or entity (and all references to "you" and similar terms refer to that organization or entity). The organization or entity will hold harmless and indemnify Gearflow (and its affiliates, officers, agents, and employees) from any claim, suit or action arising from or related to the use of the Site or violation of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys' fees.

Restrictions and Prohibited Uses:

Gearflow is used by many people, and we are proud of the trust our users place in us. We expect in turn that our users do not misuse our Site or services. Except with our written permission, you may not:

1. Attempt to impersonate another person or use another person’s account information without authorization;
2. Violate or attempt to violate Gearflow’s security features, including logging into a server that you are not authorized to access, or probing the vulnerability of our systems and networks;
3. Redistribute, decompile, reverse engineer, publish, or copy any portion of the Gearflow website;
4. Use Gearflow for the purpose of creating a product with a substantially similar look, feel or design;
5. Access or search Gearflow by any means other than our publicly supported interfaces (for example, “scraping”);
6. Interfere with others’ use and enjoyment of Gearflow;
7. Use Gearflow or any trademarks, trade names, service marks, copyrights or logos of ours in unsolicited mailings, spam material, contests or surveys, or to create the impression that such items are associated with you;
8. Violate any third party’s rights, including intellectual property or privacy rights;
9. Threaten, stalk, harm, or harass others; or engage in activity in connection that is fraudulent, abusive, defamatory, illegal or otherwise inappropriate.
10. Engaging in prohibited uses is grounds for immediate termination of your account and may also subject you to civil or criminal penalties.

Digital Millennium Copyright Act:

We comply with the provisions of the Digital Millennium Copyright Act (“DMCA”). If you have any complaints with respect to material posted on Gearflow, you may contact our designated agent by email to info@gearflow.com, or at the following address:

Equiprent Inc. d/b/a Gearflow

ATTN: DMCA Complaint

318 W. Adams Street

Chicago, IL 60606

You must include the following information in your complaint:

• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of the material that you claim is infringing and where it is located on Gearflow;
• your mailing address, telephone number, and if available, email address;
• a statement by you that you have a good faith belief that the use of the material by Gearflow is not authorized by the copyright owner, its agent, or the law;
• a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on behalf of the copyright owner; and
• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed.

DISCLAIMERS:

YOU AGREE THAT YOUR USE OF GEARFLOW IS AT YOUR OWN SOLE RISK AND THAT THE GEARFLOW SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE INFORMATION AND DESCRIPTIONS CONTAINED ON THE SITE ARE NOT INTENDED TO BE COMPLETE DESCRIPTIONS OF ALL TERMS, EXCLUSIONS AND CONDITIONS APPLICABLE TO EVERY PRODUCT OR SERVICE GEARFLOW OFFERS, BUT ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES. GEARFLOW MAKES NO REPRESENTATIONS OR WARRANTIES THAT GEARFLOW CONTENT OR SERVICES AVAILABLE ON OR THROUGH THE SITE ARE SUITABLE FOR YOUR NEEDS, IS COMPLETE, TIMELY OR RELIABLE. ALL CONTENT AND SERVICES AVAILABLE ON THE SITE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND/OR NON-INFRINGEMENT. GEARFLOW DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL CODE, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED.

LIMITATION OF LIABILITY:

GEARFLOWGEARFLOW, ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL HAVE NO LIABILITY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, COMPENSATORY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (EVEN IF GEARFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR RELATING TO THE USE OF, RELIANCE ON OR INABILITY TO USE THE SITE OR GEARFLOW CONTENT OR MARKETING SERVICES PROVIDED ON OR RECEIVED FROM THE SITE. PLEASE NOTE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU UNDERSTAND AND EXPRESSLY ACKNOWLEDGE THAT GEARFLOW WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATION.

Indemnity:

In addition to any other indemnification obligations set forth in these Terms, you agree to indemnify and hold us, our managers, members, officers, employees, agents and representatives harmless from any loss, liability, claim or demand, including reasonable attorney's fees and costs, related to, due to or arising out of (i) your use of the Site; (ii) your breach of these Terms; (iii) your breach of any Supplier Agreement or Return/Dispute Policies; (iv) your breach of any other agreement with any Supplier; (v) your agreements, transactions or any other interactions whatsoever with any Suppliers (including, without limitation, any Dispute or any Rental Dispute); (vi) your interactions with any other users of the Site; and/or (vii) your violation of any applicable law or third party right.

General:

Third Party Disputes. If there is a dispute between you and (i) a Supplier; (ii) another user of the Site; or (iii) you and any other third party, you agree that Gearflow is under no obligation to become involved. In the event that you have a dispute with any such person, you hereby release Gearflow and its officers, employees, agents, members and successors (the "Company Parties") from claims, demands and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Site and/or any Marketing Services or other Services provided by Gearflow.

Severance; Waiver. You acknowledge and agree that in the event any provision of these Terms is held by a court to be invalid, unlawful, or unenforceable, the validity, legality, and/or enforceability of the remaining provisions contained in these Terms will not in any way be affected or impaired. Our failure to exercise or enforce any right or provision under these Terms will not constitute a waiver of such right or provision by us.

Choice of Law; Venue. These Terms are governed by the laws of the State of Delaware, without regard to its conflicts of laws principals. Any case, controversy, suit, action, or proceeding arising out of, in connection with, or related to these Terms or the Site shall be brought in a federal or state court located in Cook County, Illinois, and you hereby waive any objection to the exclusive jurisdiction of such courts.

Change Policy. These Terms may be updated from time to time. If we make material changes, we will attempt, but are not obligated, to provide advance notice to you either by email, by posting a notification on Gearflow or by posting an updated set of Terms on Gearflow at least 30 days in advance of the effective date of the updated Terms. Please note that unless otherwise provided by applicable law, your continued use of Gearflow following the effective date means that you agree with, and consent to be bound by, the updated Terms.

Miscellaneous. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede all previous written and oral agreements relating to the subject matter of the Terms. If there is any conflict between the Terms and any additional terms, conditions, and rules posted by us on Gearflow, these Terms shall govern, unless otherwise indicated. Sections of the Terms which by their nature should survive any termination of the Terms will so survive.

Contact Information:

If you wish to contact us regarding (i) information on our products and services, (ii) permission to reproduce or use any Content on the Site, (iii) notices of claimed infringement under the DMCA, or (iv) any other reason, please contact:

Equiprent Inc. DBA Gearflow.com

318 W Adams St, Ste 1711

Chicago, IL 60606

Phone: 800-554-3802

Email: info@gearflow.com