Equiprent Inc. DBA Gearflow.com
General Website Terms and Conditions
Thank you for visiting the Equiprent Inc. DBA Gearflow.com (the "Company," "we,” "us,” or "our”) website at www.gearflow.com (the "Site"). Your use of the information, materials, text, images and other content on the Site is subject to the terms and conditions below, which we may revise from time to time without notice. Please read these General Website Terms and Conditions (these "Terms and Conditions”) carefully. BY ACCESSING THE SITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING ANY AND ALL REVISIONS OR MODIFICATIONS HERETO WHICH MAY BE MADE BY THE COMPANY IN ITS SOLE DISCRETION FROM TIME TO TIME.
Services: Unless expressly stated otherwise, the services provided by the Company (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 the Company is paid to the Company in connection with these Marketing Services unless otherwise indicated. To be clear, the Company 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: The Company 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”). The Company 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 the Company 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. The Company does not monitor or review Transactions or proposed Transactions and has no responsibility to require a Supplier to enter into any Transaction with you.
The Company 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 the Company has not reviewed any Supplier Agreement, has no obligation to review any such Supplier Agreement and makes no statements, representations or warrants 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 the Company 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 the Company 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, the Company 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 the Company 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 the Company 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.
If you submit a Dispute Notification during the Inspection Period, the Company shall hold the purchase price you paid for the Equipment (the "Purchase Price”) until the Company receives joint notification from each of you and the Supplier that either (i) the Dispute has been resolved by mutual agreement, in which case the Company will not return the Purchase Price to you; or (ii) the Dispute is unable to be resolved, in which case the Company may return the Purchase Price to you, less (i) any documented costs of shipping expended by the Supplier to initially ship the Equipment to you, with such documentation to be as determined between the Supplier and the Company ("Supplier Shipping Costs”); and (ii) any fees whatsoever associated with any movement or holding of the Purchase Price ("Service Fees”). You acknowledge and agree that the Company will not return to you any portion of the Purchase Price following the expiration of the Inspection Period.
Notwithstanding anything to the contrary forgoing, the Company shall have the option, at any time prior to the resolution of a Dispute, to remit the Purchase Price or any portion thereof to the Supplier without any liability whatsoever to you, and you shall be required to work with the Supplier directly to resolve such Dispute. For purposes of clarity, and without limitation of anything in these Terms and Conditions, you hereby acknowledge and agree that the Company has no obligation to resolve or otherwise get involved with any Dispute.
Rental Transactions of Heavy Equipment and Light Equipment:
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.
If you cancel the Rental Transaction prior to the start of the rental period initially booked by you on the Site (the "Rental Period”), the Company 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.
If you return the Equipment prior to the expiration of the Rental Period, the Company 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.
If you submit a notification through the Site of an issue with the Equipment during the Rental Period (a "Rental Dispute”), the Company shall hold the Rental Price indefinitely until the Company 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 the Company will not return the Rental Price to you; or (ii) the Rental Dispute is unable to be resolved, in which case the Company may return the Purchase Price to you, less (i) any Supplier Shipping Costs; and (ii) any Service Fees.
Notwithstanding anything to the contrary forgoing, the Company shall have the option, at any time prior to the resolution of a Rental Dispute, to 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 the Company has no obligation to resolve or otherwise get involved with any Rental Dispute.
Equipment Purchases of Light Equipment:
Escrow Obligations of the Company: The Company 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 and Conditions. In relation to the Company’s obligation to hold such Submitted Funds, the Company 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 the Company be required to determine if any person has complied with any such agreements, nor shall any additional obligations of the Company be inferred from the terms of such agreements. In the event of any conflict between the terms and provisions of these Terms and Conditions and those of other agreements between yourself and the Supplier, the Company shall be entitled to rely upon these Terms and Conditions. Except as otherwise set forth in these Terms and Conditions, the Company may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it under these Terms and Conditions (including through the Site) and believed by it in good faith and without gross negligence or willful misconduct to be genuine and to have been signed or presented by the proper person or persons without inquiry and without requiring substantiating evidence of any kind. The Company shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Company shall not have any duty or obligation to confirm or verify the accuracy or correctness of any Submitted Funds remitted to the Company thorugh the Site or otherwise pursuant to these Terms and Conditions.
User Accounts: In order to access certain areas of the Site, you will create a user account and login (a "User Account"). You agree that all information which you provide through the Site in connection with creating your User Account or otherwise 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 THE COMPANY 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 OR YOUR USER ACCOUNT COULD CAUSE YOU TO INCUR LIABILITY TO BOTH THE COMPANY AND OTHER USERS.
User Generated Content, Reviews and Feedback: 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 the Company, the Site or other Users ("Submitted Content,” and together with Reviews, "User Generated Content”). You hereby agree not to post, provide or submit User Generated Content that is (a) defamatory, abusive, libelous, unlawful obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior; (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity; (c) contains or transmits a virus, malware or any other harmful component; (d) offers unauthorized downloads of any copyrighted, confidential or private information; (e) has the effect of impersonating others; (f) contains by non-spokesperson employees of the Company purporting to speak on behalf of the Company or provides confidential information concerning the Company; (g) contains chain letter of any kind; (h) is purposely inaccurate, commits fraud or falsifies information in connection your user account or to create multiple user accounts; (i) constitutes, encourages or provides instructions for a criminal offense, violates the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange (NYSE), the American Stock Exchange or the NASDAQ; or (j) violates applicable laws.
You agree, without limitation, not to: (i) contact other users of the Site through unsolicited e-mail, telephone calls, mailings or any other method of communication; (ii) post, repost or feature any User Generated Content or Content to consumers in any manner that diverts traffic from the Site without our express written permission; or (iii) collect personal information of any user of the Site.
You represent and warrant to the Company that you have the legal right and authorization to provide all User Generated Content to the Company for the purposes and the Company use as set forth herein. The Company shall have a royalty-free, irrevocable, transferable right and license to use the User Generated Content however the Company desires, including, without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such User Generated Content (including, without limitation, any name, user ID or other identifying information that you may submit in connection with the User Generated Content) and/or incorporate such User Generated Content into any form, medium or technology throughout the world. the Company is and shall be under no obligation to (1) to maintain any User Generated Content in confidence; (2) pay to you any compensation for any User Generated Content; (3) respond to or update any User Generated Content.
The Company does not regularly review posted User Generated Content, but does reserve the right (but is under no obligation) to monitor, edit, block or remove any User Generated Content submitted to the Site. You grant the Company the right to use the name that you submit in connection with any User Generated Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Generated Content. You are and shall remain solely responsible for the content of any User Generated Content you make, use, post and/or share. The Company and its affiliates take no responsibility and assume no liability for any User Generated Content submitted by you or any third party. Additionally, the Company has no responsibility or liability for the deletion of, or the failure to store or to transmit, any User Generated Content and other communications maintained by the Site.
Use of Company Content: All pages within the Site, any materials available for download, and all text, images, data, illustrations, files, audio and video clips, designs, documents and other materials and content (collectively, the "Company Content") on the Site is our property and may be protected by copyright and other restrictions. Copyrights and other proprietary rights in the Company Content may also be owned by parties other than us. You may not copy, modify, distribute or otherwise use any of the Company Content, except for your personal and non-commercial use. Please note that we may withdraw any Company Content from the Site at any time in our sole discretion.
User Warranty: By downloading, printing, or otherwise using any of the Company Content, you agree that you will (i) restrict your use of such Company Content to personal and non-commercial use, (ii) comply with all of these Terms and Conditions, and (iii) not violate our rights or the rights of any other person or entity. We do not warrant that use of any of the Company Content will not infringe the rights of third parties.
Commercial Use is Restricted: Unauthorized commercial publication or exploitation of text, images, documents, materials or any other Company Content is prohibited without our express written consent. If you wish to use any of the Company Content for commercial use, publication, or any purpose other than personal use, you must obtain our express written permission prior to such use. 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. Without limitation of the foregoing, you agree that you may not sell, convey, license, sublicense, or resell or attempt any of the foregoing.
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 the Company all fees for the Company’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 and Conditions or when required by law, all fees paid by you are non-refundable. The Company may change the fees for any Marketing Services at any time.
Taxes: Unless otherwise stated, you are responsible for any taxes (other than the Company’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 the Company for the services without any reduction for Taxes. If the Company is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide the Company 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 the Company, you must provide the Company with an official tax receipt or other appropriate documentation to support such payments.
Intellectual Property: The Company owns and shall retain all right, title and interest in and to any and all intellectual property associated with the Site and the Company, including, without limitation, all User Generated Content, all data and information related to your User Account and all other data and information collected via the Site from you ("Company Intellectual Property”). Names, titles, trademarks, service marks, and logos (collectively, the "Trademarks") displayed on the Site are our registered and/or unregistered common law trademarks or those of third parties. Nothing contained in the Site should be construed as granting, by implication or otherwise, any license or right to use any Company Intellectual Property or Trademark displayed on the Site without our express written permission or that of the appropriate third party that owns the Company Intellectual Property or Trademark. Except as permitted by these Terms and Conditions, any unauthorized use of the Company Intellectual Property or any Trademarks is prohibited. The Company may use and modify any portion of the Company Intellectual Property or any Trademarks at any time and in any way, throughout the world.
Digital Millennium Copyright Agent: For purposes of the Digital Millennium Copyright Act ("DMCA"), we have designated an agent for notices of claimed infringement. If you have any objections governed by the DMCA, please contact the agent listed under the Section entitled Contact Information below. We provide this contact information for purposes of the DMCA only and reserve the right to respond to communication that is relevant for this purpose.
Links to Third Party Websites and Employee E-Mail Addresses: The Site may contain links to third party websites. The linked sites are not under our control and we are not responsible for the contents of any linked website. These links are provided as a convenience only and shall not be construed as our endorsement of, sponsorship of, or affiliation with a linked website. The Site may also contain links to the e-mail addresses of various employees for purposes of feedback and communication regarding the Site and our products and services. By clicking on a link to an employee’s e-mail address, you leave the Site and enter into a restricted access area which these terms and conditions do not govern. We assume no responsibility or liability with respect to your entering such restricted access areas.
Third Party Solicitations: Providing third parties with links to our Site is prohibited unless you obtain our prior written consent. If you arrive at the Site from a third party link or as a result of any of the prohibited solicitations described in this paragraph below, please note that such link to or solicitation for the Site does not imply a relationship with, or endorsement of, the third party website or its content, purpose, policies or practices. Other than with respect to programs explicitly and specifically sanctioned by the Company, you agree not to engage in solicitation activities on our behalf for any reason, including activities that refer potential customers to, such as distributing flyers, coupons and other printed promotional materials or their electronic equivalents; engaging in verbal solicitation (e.g., in-person referrals); initiating telephone calls, and sending e-mails. In the case of any programs specifically sanctioned by the Company, you agree to at all times abide by the terms and conditions of such programs.
Non-Malicious Use: You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Site in a manner that sends more request messages to the Site’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Site, nor to use the communication systems provided by the Site, for any commercial solicitation purposes. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Company Content or enforce limitations on use of the Site or the Company Content.
The Company reserves the right to grant the operators of public search engines permission to use spiders to copy materials from the Site for any uses which we determine are necessary or desirable for the operation of our business.
User Submissions: You agree that any information you provide through the Site will be truthful, accurate and complete. You represent and warrant that you own any information provided through the Site or otherwise have appropriate authority to provide any such information through the Site. All information that you submit to us through the Site shall be deemed and remain our property and we may use, for any purpose, any ideas, concepts, know-how or techniques contained in such information. We have no obligations regarding such information or otherwise specifically agreed to in a separate writing or required by law. You acknowledge and agree that you will not provide any information or material to us or the Site that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or that incorporates the proprietary material of another person or entity.
Persons Under the Age of 13: The Site and the Marketing Services are not available to persons under the age of 13. If you are between the ages of 13 and 18 (or 13 and the age of legal majority in your place of residence), you may only use the site under the supervision of a parent or legal guardian who agrees to be bound by these Terms and Conditions. BY USING THE SITE, THE MARKETING SERVICES OR ANY COMPANY CONTENT IN ANY WAY, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE.
Receiving E-mail: We may, from time to time, send you e-mail about your User Account, the Site, the Marketing Services, Transactions or other items. We may also send you e-mail with general information or special offers about products and services that may be of interest to you. In most cases, we will give you an opportunity to accept or decline the receipt of promotional e-mail.
Receiving Text Messages: We may, from time to time, send you text about your orders, messages, and requests. By voluntarily providing your cell phone number to Gearflow, you agree that Gearflow may contact you by telephone, SMS, or MMS messages at that phone number, and you hereby consent to receiving such communications for transactional, operational, or informational purposes. You understand that such messages may be sent using an automatic telephone dialing system. You may unsubscribe from receiving text messages from Gearflow at any time. To unsubscribe from order-related messages, just reply "STOP" to the number sending the message. To re-subscribe, text "START” to the same number from the phone number associated with your account. If you need assistance, text "HELP”.
Standard data and message rates may apply for SMS and MMS alerts, whether you send or receive such messages. Please contact your mobile phone carrier for details. Your mobile phone carrier (e.g. T-Mobile, AT&T, Verizon, etc.) is not liable for delayed or undelivered messages.
Termination: We reserve the right to deny access to, suspend or terminate your use of the Marketing Services, the Site and/or your User Account, with or without notice, for any or no reason. You agree that we will not be liable to you or to any third party for, without limitation, any such denial of access to, suspension or termination of the Marketing Services, the Site and/or your User Account.
Limited Access: From time to time, the Site may be inaccessible or inoperable for any reason, including equipment malfunctions, Site updates, maintenance and repairs and causes beyond our control or those that are not foreseeable. We make no guarantees with respect to the availability or uptime of the Site, the Company Content or access to Equipment. We may conduct maintenance on any of the foregoing at any time with or without notice to you.
Security: Transmissions over the Internet are never 100% secure or error-free. We take reasonable steps to protect your User Account and Personal Information from loss, misuse, and unauthorized access, disclosure, alteration and destruction. The Company may use certain trusted third parties to help us provide, improve, protect, and promote our services. These third parties will access your information only to perform tasks on our behalf and in compliance with these Terms and Conditions.
WARRANTY DISCLAIMERS: 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 THE COMPANY OFFERS, BUT ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE COMPANY CONTENT ON THE SITE IS SUITABLE FOR YOUR NEEDS, IS COMPLETE, TIMELY OR RELIABLE. ALL TEXT, IMAGES AND OTHER COMPANY CONTENT ON THE SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY 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. THE COMPANY 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.
GENERAL DISCLAIMERS: THE COMPANY ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR (I) ANY ERRORS OR OMISSIONS IN THE COMPANY CONTENT ON THE SITE, (II) DAMAGE TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR USE OF THE SITE OR YOUR DOWNLOADING OF ANY TEXT, IMAGES OR OTHER COMPANY CONTENT FROM THE SITE, OR (III) ANY DAMAGE ARISING IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, OR LINE OR SYSTEM FAILURE.
LIMITATION OF LIABILITY: THE COMPANY, 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 THE COMPANY 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 THE COMPANY CONTENT OR MARKETING SERVICES PROVIDED ON OR RECEIVED FROM THE SITE. PLEASE NOTE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.
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 the Company is under no obligation to become involved. In the event that you have a dispute with any such person, you hereby release the Company 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 provide by the Company.
Indemnity: In addition to any other indemnification obligations set forth in these Terms and Conditions, 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 attorneys’ fees and costs, related to, due to or arising out of (i) your use of the Site; (ii) your breach of these Terms and Conditions; (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 Release: You hereby release the Company and all Company Parties from any and all claims, demands, losses and damages of every kind and nature, whether known or unknown, arising out of or in any way relating to the Site, your use of the Site, other users’ use of the Site and any dispute or defense you have or claim to have against us or one or more users of the Site.
Reservation of Rights: We specifically reserve all rights that we do not expressly grant in these Terms and Conditions. Nothing on the Site or in these Terms and Conditions grants any right or license to use any property of any third party.
Contact Information: If you wish to contact us regarding (i) information on our products and services, (ii) permission to reproduce or use any Company 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
Chicago, IL 60606
Severance and Waiver: You acknowledge and agree that in the event any provision of these Terms and Conditions 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 and Conditions will not in any way be affected or impaired. Our failure to exercise or enforce any right or provision under these Terms and Conditions will not constitute a waiver of such right or provision by us.
Venue and Choice of Law: These Terms and Conditions 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 and Conditions 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.
EQUIPRENT INC. DBA GEARFLOW.COM SELLER TERMS & CONDITIONS: Heavy & Light Equipment Sales & Rentals These Seller Agreement ("Agreement”) terms are entered into by and between Equiprent Inc., a Delaware corporation ("Company”) DBA Gearflow.com, and ("Seller”). Company and Seller are each sometimes individually referred to as a "Party” or collectively as the "Parties”. By selling or renting on www.gearflow.com ALL Sellers agree to these terms and conditions in full. Recitals Company owns and maintains the website located at www.gearflow.com (together with the related mobile application and any and all affiliate websites, the "Website”), through which it provides marketing services to owners and/or renters of Heavy Equipment (as defined herein), Light Equipment (as defined herein, and together with Heavy Equipment, "Equipment”) and through which end users ("Customers”) may purchase or rent Equipment, whether through a computer or using their mobile phone; and Seller owns Equipment that Seller wishes to list on the Website for sale or rental to Customers ("Seller Equipment”), and desires to have Company provide certain Marketing Services (as defined below) in connection with the Seller Equipment pursuant to the terms of this Agreement. Terms: Disclaimer of Warranties. Company does not warrant that access to or use of the website will be uninterrupted or error-free or that defects in the website will be corrected. The website, including any content contained with it or any site-related service, is provided "as-is,” will all faults. Exhibit A
"Heavy Equipment” means equipment and other items designated as Heavy Equipment by Company on the Master List.
"Light Equipment” means tools, parts, equipment, and other items designated as Light Equipment by Company on the Master List.
Payment; Statements. No later than the fifteenth day of each month (each, a "Payment Date”), Company shall pay Seller the fee-eligible transaction value less the Company’s commission as set forth in Exhibit A. At any time, Seller can check their Dashboard to review sales reports and orders. Except as set forth herein, Company shall have no obligation to Seller to refund Customer any amounts paid by Customer as Equipment Prices.
Taxes: On the Effective Date and from time to time going forward, Seller must notify Company in writing of all States (i) where Seller has a "nexus” for state tax law purposes; and (ii) where Seller is required to collect and remit taxes (collectively, "Seller Taxation States”); including, in each case, prompt notification to Company regarding any changes to such Seller Taxation States from time to time. Company will code the tax classification in connection with Equipment Purchases and/or Equipment Rentals and will calculate and collect the state taxes due for all Seller Taxation States. Company will only calculate, collect and remit taxes to the applicable governmental taxing authorities in connection with Equipment Purchases and/or Equipment Rentals made by Seller for those Seller Taxation States which are "Marketplace States” (such taxes being referred to herein as "Company-Remitted Taxes”). Marketplace States are currently (as of November 2018): AL, AZ, CT, IL (Company’s Nexus State), IA, MN, NJ, OK, PA, RI, SD, WA. For purposes of clarity, Company is responsible for the calculation, collection and remittance of taxes to governmental taxing authorities in Marketplace States, but is not responsible or liable for the payment of any Federal, State or Local taxes of Seller whatsoever. Seller hereby agrees to indemnify and hold Company harmless from and against any and all Claims arising from, relating to or as a result of any Federal, State or Local taxes, fees or penalties for which Seller is liable and/or for which Company may be obligated to collect and remit taxes on behalf of Seller.
Term and Termination. This Agreement shall commence on the Effective Date and shall continue until terminated by either Party or as otherwise set forth herein. Either Party may terminate this Agreement, effective immediately, at any time upon written notice to the other Party.
Representations and Warranties. Seller and Company each hereby individually represent and warrant that it has the full authority and legal right to carry out the terms of this Agreement; and this Agreement is a legal, valid, and binding obligation of Seller and Company, as the case may be, enforceable in accordance with its terms.
Customer Disputes. Seller hereby acknowledges and agrees that Company shall have no liability whatsoever to Customer or Seller with respect to any dispute arising between Seller and any Customer related to: (i) any Dispute; (ii) the refund of any Equipment Price; (iii) the return of any Equipment to Seller by the Customer; or (iv) any other dispute of any kind arising between Seller and any Customer. In addition to any other indemnification obligations set forth in this Agreement, Seller hereby agrees to indemnify and hold Company harmless from and against any and all Claims arising from, relating to or as a result of any Equipment Purchase or Equipment Rental of Seller Equipment to any Customer.
Confidential Information. Each Party agrees that any Confidential Information received from the other party will not be used except as necessary to perform the obligations required under this Agreement; and be kept in a safe care as it would keep its own, similar confidential information.
Proprietary Rights. During the Term, each Party (in such capacity, the "Licensor”) hereby grants to the other (in such capacity, the "Licensee”) a limited, non-exclusive, royalty-free, non-assignable, non-sublicensable, revocable, license ("IP License”) to use and reproduce Licensor’s brand or other trademarks, service marks and trade names ("Licensed Marks”) solely in connection with Company’s performance of the Marketing Services and either Party’s actions with respect to the Seller Storefront, in all cases as contemplated by this Agreement.
Indemnification. Seller agrees to defend, indemnify and hold Company harmless from and against any and all Claims arising from, relating to, as a result of or in connection with (i) Seller’s breach of this Agreement; (ii) violation by Seller of any Law; (iii) any allegation that the IP License granted to Company by Seller or any portion of Seller’s Licensed Marks infringes or mis-appropriates any proprietary right of any third party; (ii) any Disputes or Rental Disputes; or (iv) any cost arising from any Claims brought against Company for any reason by any party in connection with Seller, any Seller Equipment, any Equipment Rental or Equipment Purchase, any Customer who makes or attempts to make any Reservation for Seller Equipment, any Customer who uses any Seller Equipment in any way and/or any action undertaken by Seller related to the Website or otherwise contemplated by this Agreement. Company agrees to indemnify and hold Seller harmless against any and all third party Claims arising from or relating to Company’s breach of this Agreement or as a result of any violation of any applicable law or regulation by Company.
Limitation on Liability. Neither Party shall be liable to one another for any special, consequential (even if a Party has been informed of the possibility of such damages), incidental, punitive or indirect damages, losses, costs or expenses of any kind or any lost or imputed profits arising out of this Agreement or the termination thereof, however caused, and whether based in contract, tort (including negligence), product liability or any other theory of liability regardless of whether such Party has been advised of the possibility of such damages, losses, costs or expenses. Each Party’s liability to each other shall not exceed the total amount of the Equipment Prices, Service Fees and Commission Fees paid or payable by Company to Seller within the one-year period immediately preceding the date that the alleged wrongful act first occurred.
Survival. The provisions set forth in Sections 4 (Taxes), 6 (Representations and Warranties), 9 (Escrow Obligations of Company), 10 (Customer Disputes), 11 (Confidential Information), 12 (Proprietary Rights), 13 (Indemnification), 14 (Limitation on Liability), 15 (Disclaimer of Warranties), 16(b) (Governing Law; Jurisdiction) and 16(c) (Notices) shall survive any termination of this Agreement.
Governing Law; Jurisdiction; Legal Fees. This Agreement has been entered into and shall be governed, construed, and interpreted in accordance with the laws of the State of Delaware without reference to any conflicts of law principles. Each Party consents to the jurisdiction of the state and federal courts located in Cook County, Illinois and agrees that any claim against the other arising from or in connection with this Agreement shall be brought in such courts. Each party hereby waives any right to trial by jury in any action or proceeding.
No Waiver. No failure or delay on the part of any Party in the exercise of any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right. All rights and remedies under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
Relationship. Company shall be acting solely as a marketing and reservation agent for Seller and nothing contained in this Agreement shall be construed to imply a joint venture or partnership relationship between the parties.
Full Agreement. This Agreement, and any exhibits and addenda attached hereto, contain and embody the entire agreement of the Parties hereto, and no representations, inducements, or agreements, oral or otherwise, made at any time between the Parties or with any third party relating to the subject matter hereof which are not contained in this Agreement or in the exhibits or addenda, if any, shall be of any force or effect.
Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed one original.
Equipment Purchases of Heavy and Light Equipment. The process is as follows:
The Customer shall have three Business Days following the Delivery Date (the "Inspection Period”) to notify both Company and Seller through the Website of any issue whatsoever with the Equipment (any such issue, a "Dispute, and any such notification, a "Dispute Notification”).
If Company does not receive a Dispute Notification from the Customer during the Inspection Period, the underlying Equipment Purchase becomes a Fee-Eligible Transaction and the related Purchase Price, less Service Fees and Commission Fees, shall be delivered to Seller as part of the Monthly Payment due on the immediately following Payment Date.
20.Equipment Rentals. The process is as follows:
Company will notify Seller within one Business Day following the date upon which Company receives the Rental Price for an Equipment Rental from the Customer ("Rental Payment Notification”).
If the Customer cancels the Equipment Rental prior to the start of the Rental Period, Company shall refund the Customer the full amount of the Rental Price, less any documented shipping costs already expended by Seller prior to such cancellation (the "Cancellation Shipping Costs”) and any Service Fees. The Cancellation Shipping Costs shall be delivered to Seller as part of the Monthly Payment due on the immediately following Payment Date.
If the Customer returns the Equipment Rental prior to the expiration of the Rental Period, Company shall refund the Customer a pro rata amount of the Rental Price equal to the remaining portion of the Rental Period as of the date of delivery to Seller of the Equipment, and the Equipment Rental shall become a Fee-Eligible Transaction only with respect the non-refunded portion of the Rental Price.
21.Commission Fees for Fee-Eligible Transactions are as follows:
Type of Reservation / Sale:
Heavy Equipment Purchases
4.25% of Equipment Price, Capped at $1,200/Product
Light Equipment Purchases (Parts, Tools, etc)
9.75% of Price, Capped at $1,200/Product
15% of Equipment Price
22. Commission Fees are subject to change at any time, for any or no reason, in Company’s sole discretion.
EQUIPRENT INC. DBA GEARFLOW.COM SELLER TERMS & CONDITIONS:
Heavy & Light Equipment Sales & Rentals
These Seller Agreement ("Agreement”) terms are entered into by and between Equiprent Inc., a Delaware corporation ("Company”) DBA Gearflow.com, and ("Seller”). Company and Seller are each sometimes individually referred to as a "Party” or collectively as the "Parties”. By selling or renting on www.gearflow.com ALL Sellers agree to these terms and conditions in full.
Company owns and maintains the website located at www.gearflow.com (together with the related mobile application and any and all affiliate websites, the "Website”), through which it provides marketing services to owners and/or renters of Heavy Equipment (as defined herein), Light Equipment (as defined herein, and together with Heavy Equipment, "Equipment”) and through which end users ("Customers”) may purchase or rent Equipment, whether through a computer or using their mobile phone; and Seller owns Equipment that Seller wishes to list on the Website for sale or rental to Customers ("Seller Equipment”), and desires to have Company provide certain Marketing Services (as defined below) in connection with the Seller Equipment pursuant to the terms of this Agreement.
Disclaimer of Warranties. Company does not warrant that access to or use of the website will be uninterrupted or error-free or that defects in the website will be corrected. The website, including any content contained with it or any site-related service, is provided "as-is,” will all faults.