Terms of Service

Effective Date: May 15, 2015

PLEASE READ THIS AGREEMENT CAREFULLY.  IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE AND SERVICES AVAILABLE THROUGH THE SERVICE.

Introduction

Welcome!  You have arrived at www.gearpeer.com (the “Site”) which is owned and operated by Gear Peer LLC (“Company,” “we,” “our” or “us”).  These Terms of Service (“Terms”) govern your use of the Site as well as any online service location (e.g., website or mobile application) that posts or links to these Terms, and also applies to all features, widgets, plug-ins, content, downloads and other services that post or link to these Terms (collectively with the Site, the “Service”), regardless of how you access or use it, whether via computer, mobile device or otherwise.  By using the Service, you acknowledge and accept the Service’s Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy.  By using the Service, you further agree that Company may change, alter, or modify the settings or configurations on your Device (defined below) in order to allow for or optimize your use of the Service.

If You Want to Use This Service then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations.  Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted.  Therefore, do not use the Service if you do not agree.  If you are under the age of majority in your state or jurisdiction of residence, you may use the Service only with involvement of a parent or guardian who agrees to these Terms and to be responsible for your use.

The business realities associated with operating the Service are such that, without the conditions that are set forth in these Terms -- such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and arbitration of certain disputes – Company would not make the Service available to you.

By accessing and/or using the Service, you agree to be bound by these terms.  In some instances, both these Terms and separate guidelines, rules, or terms of use or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively “Additional Terms”).  To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

Table of Contents

It is important that you read and understand these entire Terms before using the Service.  This table of contents further highlights some key issues and points and you can click on the headings and “More” links to be taken to the full explanation.

  1. Services Provided By Gear Peer

    You are solely responsible for your interactions with Renters (defined below) and Third Party Providers (defined below).

  2. Service Content, Ownership, Limited License and Rights of Others

    We only grant you a limited revocable license to use the Service for your own non-commercial use subject to rules and limitations.  More

  3. Service and Content Use Restrictions
    Your use is subject to our rules. More

  4. Accounts/Equipment Rental Listings/Profiles

    You may open, revise and close your accounts and list equipment for rent on the Service. More

  5. Terms Applicable to Renting Equipment on the Service

    If you purchase goods or services through the Service, these terms apply.  More

  6. Content You Submit and Community Usage Rules

    You grant us a broad license, which we may sublicense, to the content you submit which you represent you have the right to allow us to use.  You, however, retain ownership of and responsibility for, your content.  Use of our Service is subject to community usage rules and we have the right to manage our Service to keep its content appropriate.  More

  7. Procedure For Alleging Copyright Infringement

    Users may not post content they do not own or control, and may be suspended or terminated if they do so.  Copyright owners may give us notice of infringement by following specific instructions specifically addressed in this section.  More

  8. Procedure For Alleging Infringement of Other Intellectual Property

    You can also give notice of trademark and other infringements that you think occur on the Service.  More

  9. Notices and Questions

    Click here to contact us with questions.  You agree that we may provide you notices, including notices of new terms and conditions, by posting notice on the home page of the Service or by other reasonable means, such as to the email you provided.  More

  10. Links by You to the Service

    You may link to our Service, subject to some basic rules.  More

  11. Linked-To Websites; Advertisements; Dealings with Third Parties

    We are not responsible for third parties or their content, advertisements, Services or Services.  More

  12. Wireless and Location-Based Features

    Wireless carrier charges may apply to use of the Service via wireless networks or Devices.  More

  13. Dispute Resolution

    You agree to arbitrate most disputes and waive jury trial and class actions.  More

  14. Disclaimer of Representations and Warranties

    We disclaim most warranties and provide the Service “As Is”.  More

  15. Limitations of our Liability

    Our liability is greatly limited. More

  16. Waiver of Injunctive or Other Equitable Relief

    You waive equitable or injunctive relief.  More

  17. Updated Terms

    These Terms and Additional Terms posted on the Service at each time of use apply to that use, and the Terms may be prospectively updated as our Service evolves.  Posting of new Terms on the Service is notice to you thereof.  More

  18. General Provisions

    You agree to various other terms and conditions. More



Full Details of Terms of Service

  1. Services Provided By Gear Peer

    The Service is a technology platform that enables users of the Site that wish to rent equipment (“Renters”) to arrange, schedule and rent equipment owned by third parties, including independent third party rental equipment providers (“Third Party Providers”).  YOU UNDERSTAND AND AGREE THAT COMPANY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN RENTERS AND THIRD PARTY PROVIDERS, NOR IS COMPANY A BROKER, AGENT OR INSURER.  YOU ACKNOWLEDGE THAT COMPANY DOES NOT PROVIDE EQUIPMENT RENTALS DIRECTLY OR FUNCTION AS A RENTAL AGENCY.  COMPANY’S SERVICES MAY BE USED BY RENTERS TO REQUEST AND SCHEDULE EQUIPMENT RENTAL WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT COMPANY HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY EQUIPMENT RENTALS MADE THROUGH THE USE OF THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.  COMPANY HAS NO CONTROL OVER THE CONDUCT OF RENTERS, THIRD PARTY PROVIDERS, AND OTHER USERS OF THE SITE AND SERVICE OR ANY RENTAL EQUIPMENT, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.  COMPANY DOES NOT GUARANTEE THE SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS’ EQUIPMENT.  IT IS SOLELY A RENTER’S RESPONSIBILITY TO DETERMINE IF A THIRD PARTY PROVIDER WILL MEET THE RENTER’S NEEDS AND EXPECTATIONS.  COMPANY WILL NOT PARTICIPATE IN DISPUTES BETWEEN RENTERS AND A THIRD PARTY PROVIDER.  BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY UNSAFE, OFFENSIVE, HARMFUL TO MINORS, OR OTHERWISE OBJECTIONABLE, AND THAT USE OF THIRD PARTY PROVIDER EQUIPMENT ARRANGED OR SCHEDULED USING THE SERVICE IS AT EACH PARTY’S OWN RISK AND JUDGMENT.  COMPANY SHALL NOT HAVE ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO ANY TRANSACTIONS OR RELATIONSHIP BETWEEN RENTERS AND THIRD PARTY PROVIDERS.

  2. Service Content, Ownership, Limited License and Rights of Others
    1. Content

      The Service contains a variety of: (i) materials and other items relating to Company, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of Company (collectively,  “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). 

    2. Ownership

      The Service (including past, present and future versions) and the Content are owned or controlled by Company and our licensors and certain other third parties.  All right, title, and interest in and to the Content available via the Service is the property of Company or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible.  Company owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service. 

    3. Limited License.  Subject to your strict compliance with these Terms and the Additional Terms, Company grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only.  The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Company’s sole discretion, and without advance notice or liability.  In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms. 

    4. Rights of Others.  When using the Service, you must respect the intellectual property and other rights of Company and others.  Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

  3. Service and Content Use Restrictions
    1. Service Use Restrictions

      You agree that you will not: (i) use the Service for any political purpose; (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Company; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, Company, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the User-Generated Content (defined below); (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) otherwise violate these Terms or any Additional Terms.

    2. Content Use Restrictions

      You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Company or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.

    3. Availability of Service and Content.  Company may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in Company’s sole discretion, and without advance notice or liability. 

    4. Reservation of All Rights Not Granted as to Content and Service

      These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service.  No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.  All rights not expressly granted to you are reserved by Company and its licensors and other third parties.  Any unauthorized use of any Content or the Service for any purpose is prohibited.

  4. Accounts/Equipment Rental Listings
                 
    1. Accounts

      In order to access or use some (or potentially all) of the features on the Service, you must first register through our online registration process.RegisterThe Service’s practices governing any resulting collection and use of your personal information are disclosed in its Privacy Policy.  If you are under the age of eighteen (18), then you are not permitted to register as a user, or otherwise use the Service or submit personal information to us.

      If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an e-mail notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive.  We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights.

      We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. 

      If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account.  We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.

    2. Equipment Rental Listings

      If you are a Third Party Provider, you may create listings to rent equipment on the Service.  If you offer equipment for rent through the Service, you must own the equipment that you are listing and you represent and warrant that you own such equipment before listing it on the Service for rent.  To create a listing, you will be asked a variety of questions about the equipment to be listed, including, but not limited to, the location, capacity, size, features, and availability of the equipment and pricing and related rules and financial terms.  In order to be featured in listings via the Service, all equipment must have a valid physical address.  Listings will be made publicly available via the Service.  Other users of the Service who are Renters will be able to rent your equipment via the Service based upon the information provided in your listing.  You understand and agree that once a Renter requests a rental of your equipment, you may not request the Renter pay a higher price than in the original rental request.  Third Party Providers acknowledge and agree that they are solely responsible for the accuracy of any and all listings (including claims made about the equipment) that they post on the Service.  Accordingly, Third Party Providers represent and warrant that any listing posted or a Renter’s rental of equipment: (i) will not breach any agreements you have entered into with any third parties, and (ii) will: (a) be in compliance with all applicable laws, tax requirements, and rules and regulations that may apply to any equipment included in a listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties.  Company reserves the right, at any time and without prior notice, to remove or disable access to any listing for any reason, including listings that Company, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or Company’s then-current policies and Rules, or otherwise harmful to the Service.  If you are a Third Party Provider, you understand and agree that Company does not act as an insurer or as your contracting agent.  If a Renter requests a rental of your equipment and actually rents your equipment, any agreement you enter into with such Renter is between you and the Renter, and Company is not a party thereto.  When you create a listing, you may also choose to include certain requirements which must be met by the Renters who are eligible to request a rental of your equipment, including, but not limited to, requiring Renters to have a profile picture or verified phone number, in order to rent your equipment.  Company recommends that Third Party Providers obtain appropriate insurance for their equipment.  Please review any insurance policy that you may have for your equipment carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Renters (and the individuals the Renter invites to use the equipment, if applicable).  Third Party Providers agree not to use the Service to find a Renter and then compete a rental of equipment independent of the Service in order to circumvent the obligation to pay and fees related to Company’s provision of the Services or for any other reasons.

                 
    3. Profiles

      Your Profile Page may not include any form of prohibited User-Generated Content, as outlined in Section 6(B) above and in our Rules Rules.  We may offer you the ability to set preferences relating to your profile or Service activities, but settings may not become effective immediately or be error free, and options may change from time-to-time.  We assume no responsibility or liability for users’ Profile material.  Profile Pages may only be set up by an authorized representative of the individual that is the subject of the Profile Page.  We do not review Profile Pages to determine if they were created by an appropriate party, and we are not responsible for any unauthorized Profile Pages that may appear on the Service.  If there is any dispute as to whether a Profile Page has been created or is being maintained by an authorized representative of the individual who is the subject of that Profile Page, then we shall have the sole right, but are not obligated, to resolve such dispute as we determine is appropriate in our sole discretion.  Such resolution may include, without limitation, deleting or disabling access to Profile Pages, or any portion thereof, at any time without notice.

  5. Terms Applicable to Renting Equipment on the Service
    1. Generally

      You understand that use of the Service may result in payments by you for the services you receive from a Third Party Provider (Charges).  To rent equipment from a Third Party Provider on the Service, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence.  Prior to incurring Charges on our Service, you must provide us with a valid credit card number and associated payment information including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to charge your card.  By submitting that information to us or our credit card processor, you hereby agree that you authorize us and/or our processor to charge your card at our convenience but within thirty (30) days of credit card authorization.  For any equipment rental that you order on the Service, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order.  Rentals made in the state of New York will be subject to rental tax fees.  Company will automatically bill your credit card or other form of payment submitted as part of the order process for such price.  At the time a Third Party Provider accepts your equipment rental offer, Company will facilitate payment of the applicable Charges on behalf of the Third Party Provider, as such Third Party Provider’s limited payment collection agent, using the preferred payment method designated by the Renter, and will send the Renter a receipt by email.  Charges will be inclusive of applicable taxes where required by law.  Charges paid by Renters are final and non-refundable, unless otherwise determined by Company.

    2. Methods of Payment, Credit Card Terms and Taxes

      All payments by Renters using the Service must be made through your Stripe account or through Visa, MasterCard, Discover or American Express. All payment processes through a Gear Peer user account are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to Gear Peer's Terms of Service, or continuing to operate as a user on Gear Peer, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Gear Peer enabling payment processing services through Stripe, you agree to provide Gear Peer accurate and complete information about you and your business, and you authorize Gear Peer to share it and transaction information related to your use of the payment processing services provided by Stripe.

      We currently do not accept cash, personal or business checks or any other payment form, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT COMPANY, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify Company of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If Company does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Company or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the rentals. You are responsible for paying any such taxes or charges imposed on your rental, including, but not limited to, sales, use or value-added taxes. Company shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.

    3. Rental Terms

      Company reserves the right to establish, remove and/or revise Charges for any or all aspects of a rental at any time in Company’s sole discretion. The Company reserves the right to take both a rental fee and service charge on all rentals processed through the Service. The rental fee and service fee shall be disclosed on the Service and will be applicable to each transaction entered into between a Renter and third Party Provider. Company will be entitled to automatically and fully deduct both the rental fee and service fee prior to reverting the balance to a Third Party Provider for a rental transaction processed through the Service.

      Subject to our Cancellation Policy provided in Section 5(D) below, Renters may elect to cancel his/her request for an equipment rental from a Third Party Provider at any time prior to the rental date, in which case Renters may be charged a cancellation fee as set forth in Section 5(D) below.

      Renters will be only entitled to a refund in the event that a Third Party Provider fails to abide by the terms and conditions set forth in these Terms or the terms of the rental agreement between the Renter and Third Party Provider. Company holds the Renter’s transaction fee in escrow until such time as the rental transaction is confirmed by the Third Party Provider and the Renter has picked up the equipment from the Third Party Provider. If the Third Party Provider fails to comply with these Terms or terms of the rental agreement, Company will provide a full refund to the Renter. After Renters have used and returned equipment rented through the Service, both Renters and Third Party Providers will have the opportunity to rate their experience and leave additional feedback about Renters and a Third Party Provider (as applicable). Third Party Providers will have three (3) late return policy options when setting up a rental listing:

             
      1. Strict:  If the Renter is more than forty-five (45) minutes late in returning rented equipment, the Owner can choose to charge an additional 1/4 of their original rental fee. The Third Party Provider can choose to waive said fee if alternate arrangements are agreed upon with the Renter.
      2.      
      3. Moderate:  If the Renter is more than ninety (90) minutes late in returning rented equipment, the Owner can choose to charge an additional 1/4 of their original rental fee. The Third Party Provider can choose to waive said fee if alternate arrangements are agreed upon with the Renter.
      4.      
      5. Flexible:  If the Renter is more than three (3) hours late in returning rented equipment, the Owner can choose to charge an additional 1/4 of their original rental fee. The Third Party Provider can choose to waive said fee if alternate arrangements are agreed upon with the Renter.

    4. Cancellation Policy

      Company has established a cancellation policy (the “Cancellation Policy”) for Renters and Third Party Providers to follow for rental transactions, as follows:

      If the Third Party Provider does not complete the reservation from a timing or scheduling perspective (e.g., the Third Party Provider is late or doesn’t have the equipment available) or from an equipment perspective (e.g., the equipment is in poor condition or is different than originally advertised), the Renter can opt to cancel their equipment rental reservation, in its discretion, at no charge to the Renter.

      If the Third Party Provider completes its obligations in full, the Renter can only opt to cancel their reservation in accordance with one (1) of the three (3) the following cancellation options that are chosen by the Third Party Provider when setting up a rental listing:

            
      1. Flexible: A full refund will be provided to the Renter if Renter’s equipment rental reservation is cancelled no less than 1 day (24 hours) prior to the start date of the rental period; otherwise any cancellation after the start date of the rental period, the Renter will be charged the full amount plus Gear Peer's fee. Ex. If a rental period is scheduled to start on 9/6/15, the Renter has up until 9/5/15 to cancel and receive a full refund minus Gear Peer's fee.
      2.      
      3. Moderate: A full refund will be provided to the Renter if the Renter's equipment rental is cancelled no less than 4 days (96 hours) prior to the start date of the rental period. If the renter cancels less than 4 days before the start date of the rental period, they will be charged 100% of the transaction plus Gear Peer's fee. Ex. If a rental period is scheduled to start on 9/6/15, the Renter has up until 9/2/15 to cancel and receive a full refund minus Gear Peer's fee.
      4. Strict: A full refund will be provided to the Renter if the Renter's equipment rental is cancelled no less than 6 days (144 hours) prior to the start date of the rental period. If the renter cancels within 4 days of the start date of the rental period, they will be charged 100% of the transaction plus Gear Peer's fee. Ex. If a rental period is scheduled to start on 9/6/15, the Renter has up until 8/31/15 to cancel and receive a full refund minus Gear Peer's fee.

    5. Regardless of Third Party Provider’s chosen cancellation policy, the Company’s service fee will still be charged by Company to the Third Party Provider and is non-refundable.

    6. Order Acceptance Policy

      Third Party Providers reserve the right at any time after receipt of your rental order to accept or decline your order for any reason. If you are a Third Party Provider and a rental is requested for your equipment via the Service, you will be required to either confirm or reject the booking request within the rental request period, otherwise the rental request will be automatically cancelled. If you are unable to confirm or decide to reject an equipment rental request within the booking request period, any amounts collected by Company for the requested rental will be refunded to the applicable Renter’s credit card and any pre-authorization of such credit card will be released. When you confirm a rental requested by a Renter, Company will send you an email, text message or message via the Service confirming such rental, depending on the selections you make via the Service. Renters rentals will be deemed accepted by a Third Party Provider upon our delivery of the equipment that you have ordered. Third Party Providers may require additional verifications or information before accepting any order.

    7. Repair or Cleaning Fees

      Renters shall be responsible for the cost of repair for damage to, or necessary cleaning of, Third Party Provider equipment and property resulting from your use thereof in excess of normal “wear and tear” damages and necessary cleaning (“Repair or Cleaning”). In the event that a Third Party Provider reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by Company in Company’s reasonable discretion, Company reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Third Party Provider using your preferred payment method designated in your account. Such amounts will be transferred by Company to the applicable Third Party Provider and are non-refundable.

  6. Content You Submit and Community Usage Rules
    1. User-Generated Content.
      1. General.  Company may now or in the future offer users of the Service the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service (collectively, “submit”) equipment listings, messages, avatars, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). Company may allow you to do this through forums, blogs, message boards, social networking environments, contact us tools, email, and other communications functionality. Subject to the license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.
      2. Non-Confidentiality of Your User-Generated Content.  Except as otherwise described in the Service’s posted Privacy Policy or any Additional Terms, you agree that: (a) your User-Generated Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned; and (b) Company does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. Upon Company’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content and do so at your own risk. In your communications with Company, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for music, websites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User-Generated Content and licensed to us as set forth below. In addition, Company retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Company’s receipt of your Unsolicited Ideas and Materials is not an admission by Company of their novelty, priority, or originality, and it does not impair Company’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
      3. License to Company of Your User-Generated Content.  Except as otherwise described in any applicable Additional Terms (such as a contest official rules), which specifically govern the submission of your User-Generated Content, you grant to Company the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same.  Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services.  You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so.  In order to further effect the rights and license that you grant to Company to your User-Generated Content, you also hereby grant to Company, and agree to grant to Company, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you.  Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you.  To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights.  You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 6(A)(iii).
      4. Exclusive Right to Manage Our Service.  Company may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and Company may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party in connection with our operation of User-Generated Content venues in an appropriate manner.  Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms, including, without limitation, the content restrictions set forth below in the Rules (defined in Section 6(B)).  Such User-Generated Content submitted by you or others need not be maintained on the Service by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User-Generated Content on the Service or elsewhere. 
      5. Representations and Warranties Related to Your User-Generated Content.  Each time you submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside or are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User-Generated Content you submit, and that, as to that User-Generated Content: (a) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant Company the rights to it that you are granting by these Terms and any Additional Terms, all without any Company obligation to obtain consent of any third party and without creating any obligation or liability of Company; (b) the User-Generated Content is accurate; (c) the User-Generated Content does not and, as to Company’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User-Generated Content will not violate these Terms (including the Rules) or any Additional Terms, or cause injury or harm to any person. 
      6. Enforcement.  Company has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at Company’s cost and expense, to which you hereby consent and irrevocably appoint Company as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
      7. LISTINGS.  PLEASE NOTE THAT, AS STATED ABOVE, THE SITE AND SERVICE ARE INTENDED TO BE USED TO FACILITATE RENTERS AND THIRD PARTY PROVIDERS CONNECTING AND RENTING EQUIPMENT DIRECTLY WITH EACH OTHER.  COMPANY CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY EQUIPMENT.  COMPANY IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND ACCOMMODATIONS.  ACCORDINGLY, ANY RENTALS WILL BE MADE AT THE RENTER’S OWN RISK.
    2. Community Usage Rules.  As a user of the Service, these Community Usage Rules (“Rules”) are here to help you understand the conduct that is expected of members of the Service’s online communities (“Communities”).
      1. Nature of Rules.  Your participation in the Communities is subject to all of the Terms, including these Rules:
        • Your User-Generated Content.  All of your User-Generated Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms.  Your User-Generated Content should not contain any visible logos, phrases, or trademarks that belong to third parties.  Do not use any User-Generated Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet.  If anyone contributes to your User-Generated Content or has any rights to your User-Generated Content, or if anyone appears or is referred to in the User-Generated Content, then you must also have their permission to submit such User-Generated Content to Company.  (For example, if someone has taken a picture of you and your friend, and you submit that photo to Company as your User-Generated Content, then you must obtain your friend’s and the photographer’s permission to do so.)
        • Speaking of Photos:  No Pictures, Videos, or Images of Anyone Other Than You and Your Friends and Family.  If you choose to submit photos to the Service, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know – and only if you have their express permission to submit it.
        • Act Appropriately.  All of your Service activities must be venue appropriate, as determined by us.  Be respectful of others’ opinions and comments so we can continue to build Communities for everyone to enjoy.  If you think your User-Generated Content might offend someone or be embarrassing to someone, then chances are it probably will and it doesn’t belong on the Service.  Cursing, harassing, stalking, insulting comments, personal attacks, gossip, and similar actions are prohibited.  Your User-Generated Content must not threaten, abuse, or harm others, and it must not include any negative comments that are connected to race, national origin, gender, sexual orientation, or physical handicap.  Your User-Generated Content must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit. 
        • Do Not Use for Commercial or Political Purposes.  Your User-Generated Content must not advertise or promote a product or service or other commercial activity, or a politician, public servant, or law.
        • Do Not Use for Inappropriate Purposes.  Your User-Generated Content must not promote any infringing, illegal, or other similarly inappropriate activity.
        • Be Honest and Do Not Misrepresent Yourself or Your User-Generated Content.  Do not impersonate any other person, user, or company, and do not submit User-Generated Content that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company.
        • Others Can See.  We hope that you will use the Communities to exchange information and content and have venue appropriate discussions with other members.  However, please remember that the Communities are public or semi-public and User-Generated Content that you submit on the Service within a Community may be accessible and viewable by other users.  Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, e-mail address, or other personally identifiable information or contact information) on Community spaces and take care when disclosing this type of information to others. 
        • Don’t Share Other Peoples’ Personal Information.  Your User-Generated Content should not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by Company.
        • Don’t Damage the Service or Anyone’s Computers or Other Devices.  Your User-Generated Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Service or any computer or other Device.
          If you submit User-Generated Content that Company reasonably believes violates these Rules, then we may take any legally available action that we deem appropriate, in our sole discretion.  However, we are not obligated to take any action not required by law.  We may require, at any time, proof of the permissions referred to above in a form acceptable to us.  Failure to provide such proof may lead to, among other things, the User-Generated Content in question being removed from the Service.
      2. Your Interactions With Other Users; Disputes.  You are solely responsible for your interaction with other users of the Service, whether online or offline.  We are not responsible or liable for the conduct or content of any user.  We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users.  Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.
    3. Alerting Us of Violations.  If you discover any content that violates these Terms, then you may report it to us here.  For alleged infringements of intellectual property rights, see Sections 7 and 8, below.
  7. Procedure For Alleging Copyright Infringement
    1. DMCA Notice.  Company will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below.  If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:
      1. a legend or subject line that says: “DMCA Copyright Infringement Notice”;
      2. a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
      3. a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Service on which the material appears);
      4. your full name, address, telephone number and email address;
      5. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
      6. a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
      7. your electronic or physical signature.
    2. Company will only respond to DMCA Notices that it receives by mail, email or facsimile at the addresses below:
      By Mail:  Gear Peer LLC, 4040 Grand View Blvd., Unit 13, Los Angeles, CA (Attn: DMCA Agent).
      By email: [DMCA@gearpeer.com]
      By Facsimile: [INSERT NUMBER]

      It is often difficult to determine if your copyright has been infringed.  Company may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Company may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA. 

      Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

      We may send the information that you provide in your notice to the person who provided the allegedly infringing work.  That person may elect to send us a DMCA Counter-Notification.

      Without limiting Company’s other rights, Company may, in appropriate circumstances, terminate a repeat infringer’s access to the Service and any other website owned or operated by Company.  See Section 4, above.

    3. Counter-Notification.  If access on the Service to a work that you submitted to Company is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above.  Your DMCA Counter-Notification should contain the following information:
      1. a legend or subject line that says:  “DMCA Counter-Notification”;
      2. a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL or page of the Service from which the material was removed or access to it disabled);
      3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
      4. your full name, address, telephone number, e-mail address, and the username of your account;
      5. a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Central District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
      6. your electronic or physical signature.

    Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

    If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification.  However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service.  You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

  8. Procedure For Alleging Infringement of Other Intellectual Property

    If you own intellectual property other than copyrights and believe that your intellectual property has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice to the addresses set forth above that includes all of the following:

    1. a legend or subject line that says:  “Intellectual Property Infringement Notice”;
    2. a description of the intellectual property that you claim has been infringed;
    3. a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Service on which the material appears);
    4. your full name, address, telephone number and email address;
    5. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law;
    6. a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the owner of the intellectual property at issue (or, if you are not the owner, then your statement must indicate that you are authorized to act on the behalf of the owner of the intellectual property that is allegedly infringed); and
    7. your electronic or physical signature.
  9. We will act on such notices in our sole discretion.  Any user of the Service that fails to respond satisfactorily to Company with regard to any such notice is subject to suspension or termination.  We may send the information that you provide in your notice to the person who provided the allegedly infringing material.

  10. Notices and Questions
    You agree that: (i) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the homepage of the Service, or in another reasonable manner; and (ii) we may contact you by mail or email sent to the address provided by you.  You agree to promptly notify us if you change your email or mailing address by updating your account information. 
    If you have a question regarding using the Service, you may contact us here.  You acknowledge that the provision of customer support is at Company’s sole discretion and that we have no obligation to provide you with customer support of any kind.
  11. Links by You to the Service

    We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks, (b) the links and the content on your website do not suggest any affiliation with Company or cause any other confusion, and (c) the links and the content on your website do not portray Company or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Company.  Company reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

  12. Linked-To Websites; Advertisements; Dealings with Third Parties
    1. Linked Services; Advertisements.  The Service may contain links, as part of third-party ads on the Service or otherwise, to or from third-party websites (“Linked Services”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Company.  Company may have no control over the content, operations, policies, terms, or other elements of Linked Services, and Company does not assume any obligation to review any Linked Services.  Company does not endorse, approve, or sponsor any Linked Services, or any third-party content, advertising, information, materials, products, services, or other items.  Furthermore, Company is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Services.  Finally, Company will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Services.  Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Services.  Company disclaims all liability in connection therewith.
    2. Dealings with Third Parties.  Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Linked Services or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like).  Company disclaims all liability in connection therewith.
  13. Wireless and Location-Based Features
    1. Wireless Features.  The Service may offer certain features and services that are available to you via your wireless Device.  These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”).  Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features.  Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance.  Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device.  You should check with your carrier to find out what plans are available and how much they cost.  Contact your carrier with questions regarding these issues.
    2. Terms of Wireless Features.  You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Device regarding us or other parties.  Further, we may collect information related to your use of the Wireless Features.  If you have registered via the Service for Wireless Features, then you agree to notify Company of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes. 
    3. Location-Based Features.  If you have enabled GPS, geo-location or other location-based features on any mobile app(s) or feature(s), you acknowledge that your Device location will be tracked and may be shared with others consistent with the Privacy Policy.  Some mobile app(s) or feature(s) allow for you to disable location-based features or manage preferences related to them.  However, you can terminate Device location tracking by us by uninstalling any mobile app(s) or feature(s).  The location-based services offered in connection with our mobile app(s) or feature(s) are for individual use only and should not be used or relied on as an emergency locator system, used while driving or operating vehicles, or used in connection with any hazardous environments requiring fail-safe performance, or any other situation in which the failure or inaccuracy of use of the location-based services could lead directly to death, personal injury, or severe physical or property damage.  The location-based services are not suited or intended for family finding purposes, fleet tracking, or any other type of business or enterprise use – other products exist today that may be used specifically for these purposes.
  14. Dispute Resolution

    Certain portions of this Section 13 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act.  You and Company agree that we intend that this Section 13 satisfies the “writing” requirement of the Federal Arbitration Act.  This Section 13 can only be amended by mutual agreement.

    1. First – Try to Resolve Disputes and Excluded Disputes.  If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User-Generated Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Company’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 13(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 13(A). Your notice to us must be sent to: Gear Peer LLC, 4040 Grand View Blvd., Unit 13, Los Angeles, CA 90066 (Attn: Legal Department). For a period of sixty (60) days from the date of receipt of notice from the other party, Company and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Company to resolve the Dispute or Excluded Dispute on terms with respect to which you and Company, in each of our sole discretion, are not comfortable.
    2. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 13 (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND COMPANY (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION.  THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT, SERVICE OR ADVERTISING CONNECTED TO THE PROVISION OR USE OF THE SERVICE.  The Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Company and you regarding these Terms (and any Additional Terms) and the Service, including the “No Class Action Matters” Section below.  BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.  Company and you agree, however, that State or federal law shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Company regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to State’s choice of law principles.
    3. A Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Company consent to in writing.  If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration.  You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Company to pay a greater portion or all of such fees and costs in order for this Section 13 to be enforceable, then Company will have the right to elect to pay the fees and costs and proceed to arbitration.  The arbitrator or arbitration panel, as the case may be, will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim.  All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide.  This arbitration provision shall survive termination of these Terms or the Service.  You can obtain AMS procedures, rules, and fee information as follows: JAMS: 800.352.5267 and http://www.jamsadr.com.

    4. Limited Time to File Claims.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 13(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.  Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 13(A); (b) filing for arbitration with JAMS as set forth in Section 13(B); or (c) filing an action in state or Federal court. 
    5. Injunctive Relief.  The foregoing provisions of this Section 13 will not apply to any legal action taken by Company to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User-Generated Content and/or Company’s intellectual property rights (including such Company may claim that may be in dispute), Company’s operations, and/or Company’s products or services. 
    6. No Class Action Matters.  YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION.  Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party.  There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated.  But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 13(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 13(F).  Notwithstanding any other provision of this Section 13, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator.  The arbitrator does not have the power to vary these class action waiver provisions.
    7. Federal and State Courts in Los Angeles County, California.  Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in Los Angeles County, California.  Accordingly, you and Company consent to the exclusive personal jurisdiction and venue of such courts for such matters.
    8. Small Claims Matters Are Excluded from Arbitration Requirement.  Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.
  15. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
    YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK.  THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS.  Therefore, to the fullest extent permissible by law, Company and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “Company Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
    1. the Service (including the Content, the equipment rented through the Service and the User-Generated Content);
    2. the functions, features, or any other elements on, or made accessible through, the Service;
    3. any products, services, or instructions offered or referenced at or linked through the Service;
    4. security associated with the transmission of your User-Generated Content transmitted to Company via the Service;
    5. whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
    6. whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
    7. whether any defects to or errors on the Service will be repaired or corrected;
    8. whether your access to the Service will be uninterrupted;
    9. whether the Service will be available at any particular time or location; and
    10. whether your use of the Service is lawful in any particular jurisdiction. 

    EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A COMPANY PARTY, COMPANY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
    Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

  16. LIMITATIONS OF OUR LIABILITY
    UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
    1. the Service (including the Content, equipment rented through the Service and the User-Generated Content);
    2. your use of or inability to use the Service, or the performance of the Service;
    3. any action taken in connection with an investigation by Company Parties or law enforcement authorities regarding your access to or use of the Service;
    4. any action taken in connection with copyright or other intellectual property owners or other rights owners;
    5. any errors or omissions in the Service’s technical operation; or
    6. any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

    The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Company Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service). 

    Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you. 

    EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID COMPANY IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.  FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY COMPANY OR A MANUFACTURER OF A PHYSICAL PRODUCT.

  17. Waiver of Injunctive or Other Equitable Relief
    IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.  THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY COMPANY (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR A LICENSOR OF COMPANY.
  18. Updates to Terms

    These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted terms of service and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and your email address associated with your account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or Additional Terms by discontinuing use of the Service and related services.

  19. General Provisions
    1. Company’s Consent or Approval.  As to any provision in these Terms or any Additional Terms that grants Company a right of consent or approval, or permits Company to exercise a right in its “sole discretion,” Company may exercise that right in its sole and absolute discretion.  No Company consent or approval may be deemed to have been granted by Company without being in writing and signed by an Officer of Company. 
    2. Applicable Law.  These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of California, without regard to its conflicts of law provisions.
    3. Indemnity.  You agree to, and you hereby, defend, indemnify, and hold Company Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Company Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User-Generated Content; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) Company Parties’ use of the information that you submit to us (including your User-Generated Content) (all of the foregoing, “Claims and Losses”).  You will cooperate as fully required by Company Parties in the defense of any Claim and Losses.  Notwithstanding the foregoing, Company Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses.  Company Parties reserve the right to assume the exclusive defense and control of any Claims and Losses.  You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Company Party.
    4. Operation of Service; Availability of Products and Services; International Issues.  Company controls and operates the Service from its U.S.-based offices in the U.S.A., and Company makes no representation that the Service is appropriate or available for use beyond the U.S.A.  If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.  The Service may describe products and services that are available only in the U.S.A. (or only parts of it) and are not available worldwide.  We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.  You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
    5. Export Controls.  Software related to or made available by the Service may be subject to export controls of the U.S.A.  No software from the Service may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S.A. has embargoed goods, software, technology or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria), or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses).  You are responsible for complying with all trade regulations and laws both foreign and domestic.  Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i) – (iii) above.
    6. Severability; Interpretation.  If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect).  To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.  Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation,”.
    7. Communications.  When you communicate with us electronically, such as via email and text message, you consent to receive communications from us electronically.  Please note that we are not obligated to respond to inquiries that we receive.  You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 
    8. Investigations; Cooperation with Law Enforcement; Termination; Survival.  Company reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by Company in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.   Any suspension or termination will not affect your obligations to Company under these Terms or any Additional Terms.  Upon suspension or termination of your access to the Service, or upon notice from Company, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service.  The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Company in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
    9. Assignment.  Company may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice.  These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Company. 
    10. No Waiver.  Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or Company in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. 
    11. U.S. Government Restricted Rights.  If you are a government end user, then this provision applies to you.  The Service provided in connection with these Terms has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer site” and/or “commercial computer site documentation.”  Consistent with DFARS section 227.7202 and FAR section 12.212 and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these Terms and shall be prohibited except to the extent expressly permitted by these Terms.
    12. California Consumer Rights.
      Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254.  Their website is located at: http://www.dca.ca.gov.
    13. Connectivity.  You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.