Introduction and Acceptance

Welcome to ToolSwap ("Platform"), a digital marketplace provided by TOOLSWAP LLC, Delaware ("ToolSwap") designed to facilitate the buying and selling of tools . By accessing or using the Platform, you, whether as a buyer or seller ("User"), agree to be bound by these Terms of Service ("Terms").

 

PLEASE READ CAREFULLY--THIS IS A BINDING CONTRACT.

 

THIS SERVICE AGREEMENT ("AGREEMENT") IS A BINDING AGREEMENT BETWEEN TOOLSWAP. ("COMPANY") AND YOU AND, IF APPLICABLE, THE COMPANY OR LEGAL ENTITY THAT YOU REPRESENT (COLLECTIVELY "YOU" or "CUSTOMER").

 

THIS AGREEMENT INCORPORATES BY REFERENCE, THE PRIVACY POLICY, OR ADDITIONAL POLICIES AS THESE POLICIES AND TERMS MAY BE MODIFIED BY COMPANY FROM TIME TO TIME.

 

BY CLICKING THE "I ACCEPT" BUTTON BELOW YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL INCORPORATED POLICIES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THAT COMPANY OR LEGAL ENTITY TO THIS AGREEMENT.

 

BY ACCEPTING THESE TERMS OF SERVICE OR USING OUR SERVICES OR CONTENT, YOU UNDERSTAND THAT THIS IS A
LEGALLY BINDING INSTRUMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN. PLEASE READ THESE TERMS
OF SERVICE IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT ACCESS OR USE OUR
SERVICES OR CONTENT.

Description of Service

The Platform provides a digital marketplace that allows Users to buy or sell tools. The Services offered by the Platform include, but are not limited to, enabling User to list tools for sale, allowing Users to search for tools to purchase, and facilitating the exchange of tools between Users. The Platform may also offer additional services and features, which will be described on the Platform as they become available.

 

ToolSwap reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice at any time. Users agree that the Platform shall not be liable to them or to any third party for any modification, suspension, or discontinuance of the Services.

User Accounts and Registration

To access and use the Services provided by the Platform, Users must create an account. Account registration requires Users to provide accurate, current, and complete information as prompted by the account registration process. Users agree to maintain and promptly update their account information to keep it accurate, current, and complete.

 

As part of the account registration process, Users will be required to accept these Terms. Additionally, to begin a transaction on the Platform, Users must accept these terms of service when that option is presented, or by registering an account with our trusted third-party payment provider, Stripe, in order to sell via the Tool Swap platform.

 

Users are responsible for maintaining the confidentiality of their account information, including the password, and for all activities that occur under their account. ToolSwap cannot and will not be liable for any loss or damage arising from Users' failure to comply with this security obligation.

 

Users must notify ToolSwap immediately of any unauthorized use of their account or any other breach of security. ToolSwap reserves the right to suspend or terminate accounts that are suspected to be involved in unauthorized or fraudulent activities.

User Obligations and Conduct

By accessing or using the Platform, you, the User, agree to comply with the following obligations:

• Maintain the confidentiality of your Account information, including your password, and to log out of your Account at the end of each session.
• Not to use the Platform for any unlawful purposes or in a way that is prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of ToolSwap or others.
• Provide true, accurate, current, and complete information about yourself as prompted by the Platform's registration form and to maintain and promptly update your Account information to keep it true, accurate, current, and complete.
• Not to upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
• Not to impersonate any person or entity, including, but not limited to, a ToolSwap official, forum leader, guide, or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Platform.
• Not to engage in any activities that would disrupt the Services or the Platform, including but not limited to uploading files that contain viruses or corrupted data.
• Respect the intellectual property rights of others, including patents, trademarks, trade secrets, copyrights, or other proprietary rights.
• Not to collect or store personal data about other users in connection with the prohibited conduct and activities set forth in these Terms.

Listing and Selling of Tools

Users are permitted to list and sell various types of tools on the Platform, including but not limited to hand tools, power tools, air tools, tool storage & organization solutions, and specialty tools. Each listing must accurately describe the item for sale and include relevant details such as condition, price, and shipping options.

 

It is the responsibility of the User to ensure that all listings comply with applicable laws, regulations, and the Terms. ToolSwap reserves the right to remove any listings that are found to be fraudulent, contain errors, or otherwise violate the Terms or applicable laws.

 

Users are encouraged to report any listings they believe to be fraudulent or contain significant errors to ToolSwap for review. ToolSwap will take appropriate action to investigate and, if necessary, remove the offending listings.

Purchasing and Payment Terms

When engaging in transactions on the Platform, the following purchasing and payment terms apply:

• Sellers are responsible for setting the price of the tool(s) they wish to sell in their Listing.
• Upon the successful sale of a tool, ToolSwap will deduct a total of 15% from the listing amount. This deduction is allocated as follows: 12% as an administrative fee for the provision of the marketplace by ToolSwap, and 3% for Stripe payment processing fees.
• Payments to Sellers for their sales, after deduction of the aforementioned fees, will be processed and transferred to the Seller's designated account within a reasonable timeframe, as specified in the Platform's payment policies.
• Buyers are required to make payments through the approved payment methods available on the Platform. All transactions must comply with the Terms and any applicable laws and regulations.
• Disputes regarding transactions, payments, or fees must be reported to ToolSwap within a specified period, as detailed in the dispute resolution section of the Terms.

Delivery of Goods

The delivery of goods purchased via the Platform shall adhere to the following conditions:

• Sellers may opt to use the Platform's preferred shipment provider, Shippo, or any other shipment method of their choosing. The choice of shipment method should be clearly stated in the Listing.
• Buyers are responsible for the payment of all shipping costs, unless the Seller has specified that shipping is included in the price of the Listing, thereby offering free shipping.
• All items must be shipped within two (2) business days following the confirmation of a sale, unless otherwise agreed upon in writing by both the Buyer and Seller through the Platform's messaging system. This requirement is in place to ensure timely delivery and satisfaction for both parties involved.

Failure to comply with these shipping terms may result in sanctions against the User's Account, including but not limited to, temporary suspension or permanent removal from the Platform.

Returns and Refunds

This Returns and Refunds policy applies to all purchases made through the Platform. The Platform aims to ensure the satisfaction of Users in transactions. However, in cases where a User (either as a Buyer or Seller) is dissatisfied with a transaction, the following terms shall apply:

Notification Period: Buyers must notify the Platform of any disputes or issues arising from a transaction within seventy-two (72) hours of receipt of the purchased item. Notifications must be submitted through the Platform's designated communication channels.

 

Dispute Resolution: Upon receipt of a dispute notification, the Platform will initiate an investigation into the transaction. The Platform reserves the right to mediate the dispute between the Buyer and Seller to reach a fair resolution.

 

Refund Eligibility: Refunds may be issued at the discretion of the Platform, based on the outcome of the dispute investigation. Factors considered in determining refund eligibility include the condition of the item received versus its description in the Listing, and compliance with the Platform's policies.

 

Return Shipping: In cases where a return is authorized by the Platform, the Buyer will be responsible for arranging return shipping. The Platform may, at its discretion, recommend using Shippo for return shipping services.

 

Refund Processing: Approved refunds will be processed within a specified period following the receipt and inspection of the returned item. The Platform will provide further instructions on the refund process to the involved parties.

 

These terms are part of the Terms and are binding on all Users of the Platform. By engaging in transactions on the Platform, Users agree to be bound by these Returns and Refunds terms.

User Content and Licenses

By using the Platform, Users grant ToolSwap a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any content that a User uploads, submits, stores, sends, or receives on or through the Platform. This includes, without limitation, text, graphics, images, music, software, audio, video, information, or other materials (collectively, "User Content"). The license granted by the User covers the use of User Content for the operation, promotion, and improvement of the Services, and the development of new ones.

 

Users affirm, represent, and warrant that they own or have the necessary licenses, rights, consents, and permissions to grant the aforementioned license to ToolSwap. Users are solely responsible for their User Content. They must ensure that their User Content does not infringe or violate the rights of any third party or violate any laws.

 

ToolSwap does not claim ownership of User Content. However, by posting, uploading, inputting, providing, or submitting User Content, Users are granting ToolSwap, its affiliated companies, and sublicensees permission to use User Content in connection with the operation of their Internet businesses. This includes, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content; and to publish User names in connection with User Content.

No compensation will be paid with respect to the use of User Content, as provided herein. ToolSwap is under no obligation to post or use any User Content provided by Users and may remove any User Content at any time in its sole discretion.

 

By submitting User Content on the Platform, Users also grant other Users a non-exclusive license to access their User Content through the Platform, and to use, reproduce, distribute, display, and perform such User Content as permitted through the functionality of the Platform and under these Terms.

 

Termination and Suspension

ToolSwap reserves the right to terminate or suspend a User's Account and access to the Services at any time, without notice, for any reason, including but not limited to, breach of these Terms, upon the occurrence of any of the following events:

1. Violation of any laws or regulations applicable to the use of the Platform.
2. Engagement in any activity that is harmful to the Platform, its Users, or its reputation.
3. Failure to pay any fees owed to the Platform in a timely manner.
4. Providing false or misleading information to the Platform or other Users.
5. Attempt to gain unauthorized access to any part of the Platform or to another User's Account.
6. Use of the Platform to conduct fraudulent activities.
7. Posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material.
8. Any action that imposes an unreasonable or disproportionately large load on the Platform's infrastructure.

Upon termination or suspension, the User will be prohibited from creating a new Account and may be denied access to the Services permanently or for a specified period. ToolSwap will not be liable to the User or any third-party for any termination or suspension of access to the Services.

 

In the event of termination, the User must cease all use of the Services and destroy any copies of materials obtained from the Platform. Any transactions or obligations entered into prior to termination will be subject to the Dispute Resolution process, if applicable.

Disclaimer of Warranties and Limitation of Liability

THE PLATFORM AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM ARE PROVIDED BY TOOLSWAP ON AN "AS IS" AND "AS AVAILABLE" BASIS, (EXCEPT WHERE PROHIBITED BY APPLICABLE LAW) AND SUBJECT TO ANY IMPLIED WARRANTIES THAT CANNOT BE EXCLUDED UNDER APPLICABLE CONSUMER PROTECTION LAWS , UNLESS OTHERWISE SPECIFIED IN WRITING. TOOLSWAP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY LAW, TOOLSWAP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TOOLSWAP DOES NOT WARRANT THAT THE PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM, TOOLSWAP'S SERVERS, OR ELECTRONIC COMMUNICATIONS SENT FROM TOOLSWAP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOOLSWAP OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

 

TO THE FULL EXTENT PERMISSIBLE BY LAW, TOOLSWAP WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PLATFORM OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

Indemnification

The User agrees to indemnify, defend, and hold harmless ToolSwap, its affiliates, officers, directors, employees, agents, licensors, and suppliers (collectively, the "Indemnified Parties") from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of these Terms, or any activity related to the User's Account (including negligent or wrongful conduct) by the User or any other person accessing the Platform using the User's Internet account.

 

The User's indemnification obligation includes, but is not limited to, any third party claims arising out of the use of the Services, the sale or purchase of goods through the Platform, any User Content posted on the Platform, and any breach of the Terms by the User.

 

In the event of a claim against the Indemnified Parties, the Platform will provide the User with written notice of such claim, suit, or action. The User will cooperate as fully as reasonably required in the defense of any claim. The Platform reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, and the User will not in any event settle any matter without the written consent of the Platform.

Dispute Resolution and Governing Law

 All disputes between Users, or between a User and ToolSwap, that cannot be resolved at ToolSwap's discretion shall be submitted to binding arbitration before the American Arbitration Association ("AAA") in accordance with its rules. Arbitration shall take place in a location mutually agreed upon by the parties or, if no agreement can be reached, in a location determined by the AAA. The decision of the arbitrator shall be final and binding on all parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. These Terms of Service shall be interpreted according to the laws of the State of Illinois. Users acknowledge and agree that they are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.

 

Amendments to the Terms of Service

The Platform may, at its sole discretion, modify or revise these Terms at any time by posting the updated Terms on the Platform. Such modifications may be necessary to reflect changes in the law, new regulatory requirements, improvements, or enhancements made to the Services, or other reasons deemed necessary by the Platform. Users will be notified of any such changes through an update posted on the Platform or via email to the email address associated with their Account.

 

It is the User's responsibility to review the Terms periodically for any changes. Continued use of the Platform and Services after the posting of changes to the Terms will constitute the User's acceptance of such changes. If a User does not agree to the new terms, they must stop using the Services and the Platform.

 

In the event of any conflict between the current version of the Terms and any previous version(s), the provisions of the current and in-force version shall prevail.

Miscellaneous

This Miscellaneous section shall serve to address various provisions that are not specifically covered in other sections of these Terms. The provisions include but are not limited to the following:

• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties' intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
• Waiver: The failure of the Platform to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
• Entire Agreement: These Terms constitute the entire agreement between the User and the Platform regarding the Services, and supersede and replace any prior agreements between the User and the Platform regarding the Services.
• Amendments: The Platform reserves the right to amend or replace these Terms at any time, at its sole discretion. Users will be notified of any changes and shall have the option to terminate their Account if they do not agree with the new Terms.
• Assignment: The Platform may assign or transfer its rights and obligations under these Terms without restriction. However, the User may not assign or transfer their rights and obligations under these Terms without the express written consent of the Platform.

Notices: Any notices or other communications provided by the Platform under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

 

For any additional questions or further assistance, please contact us at support@toolswap.com.