These Service Terms and Conditions are the agreement between 1000 Tools and each Subscriber for using the Service.
Introduction. The Service, operated and maintained by 1000 Tools, allows the Subscribers to post Equipment on the Subscriber Center, so designated Users can make internal reservations. Subscriber agrees to use the Service according to the terms in this Agreement.
Definitions. As used in this Agreement, the following terms shall have the following meaning:
"Administrator(s)" means the person or persons designated by the Subscriber who are (a) authorized to subscribe to the service on the Subscriber's behalf, (b) to administer the Subscriber's use of the Service, (c) to manage the Subscriber's account, and (d) who are authorized to add or remove Users from their internal account.
"Agreement" means these Service Terms and Conditions.
"Service Documentation" means any guides, instructions, FAQs, and reference materials provided to the Subscriber or the Subscriber's Administrators by 1000 Tools in connection with use of the Services, as such Documentation may be amended by us from time to time (in the event of any conflict between the terms of this Agreement and the terms of any such Service Documentation, the terms of this Agreement shall prevail).
"Effective Date" means the date the Subscriber begins using the Service
"Equipment" means tools, equipment, and vehicles, and any services related to the operation of such tools, equipment, and vehicles.
"Intellectual Property Rights" means any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
"Subscriber" refers to the party subscribing to and using the Service. Subscriber may also be referred to as customer.
"Subscriber Center" means the website or mobile application of the Service that allows Administrators, among other things, to use the Service and manage the Subscriber's account.
"Subscription Fee" means the fee charged in advance by 1000 Tools to a party to become a Subscriber for the duration of the Term.
"Service" means MuniRent, the online Equipment listing and reservation platform developed, operated, and maintained by 1000 Tools, accessible via the Subscriber Center, and ancillary online or offline services related to MuniRent provided to the Subscribers by 1000 Tools and its affiliates.
"Term(s)" means the period(s) during which the Subscriber is licensed to use the Service. The period can be renewed when the corresponding Subscription Fee is paid.
"1000 Tools" means 1000 Tools, Inc., a Delaware corporation, the owner and operator of the Service.
"1000 Tools" means 1000 Tools, Inc., a Delaware corporation, the owner and operator of the Service.
"1000 Tools Technology" means all of our proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to the Subscriber by 1000 Tools in providing the Service.
License Grant and Restrictions.
We hereby grant the Subscriber a nonexclusive, nontransferable, worldwide right to use the Service, solely for the Subscriber's own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to the Subscriber are reserved by 1000 Tools and its licensors.
The Subscriber shall not license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit (except as permitted by the Service) or make available to any third party the Service in any way. This license to use the Service can be shared or used by more than one Administrator per Subscriber at the same time and may be reassigned from time to time to new Administrators who are replacing former Administrators who have terminated employment or otherwise changed job status or function and no longer use the Service.
Subscriber Responsibilities. The Subscriber is responsible for all activity occurring under their account and shall abide by all applicable local, state, national, and foreign, laws, treaties and regulations in connection with the Subscriber's use of the Service. The Subscriber shall notify 1000 Tools immediately of any unauthorized use of any password or account or any other known or suspected breach of security.
Subscriber Information and Content. The Subscriber, not 1000 Tools, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all information or content the Subscriber posts on or provides through the Service.
Intellectual Property Ownership. 1000 Tools (and its licensors, where applicable) shall exclusively own all right, title, and interest, including all related Intellectual Property Rights, in and to the 1000 Tools Technology, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by the Subscriber or any other party relating to the Service. This Agreement is not a sale and does not convey to the Subscriber any rights of ownership in or related to the Service, the 1000 Tools Technology or the Intellectual Property Rights owned by 1000 Tools. The 1000 Tools name, logo, and the product names associated with the Service are trademarks of 1000 Tools or third parties, and no right or license is granted to use them.
Fees and Charges.
The pricing structure is agreed in the Purchase Order issued by subscriber. Unless otherwise specified,1000 Tools will give the Subscriber at least 30 days prior written notice of a fee change, which shall be effective thereafter.
1000 Tools charges the Subscription Fee, if applicable, in advance for use of the Service for the duration of the Term specified in the amendment to this Agreement. Upon renewal, the Subscription Fee, if applicable, for the new Term will be equal to the current Subscription Fee as described in Section 7.1
Payment of Fees and Charges.
The Subscriber shall pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.
Payment for the Subscription Fee must be made annually in advance. All Subscription Fee payment obligations are non-cancelable and all amounts paid are nonrefundable. The Subscriber is responsible for paying Subscription Fee for the entire Term, whether or not its account is actively used.
If the Subscriber believes that its invoice is incorrect, the Subscriber must contact 1000 Tools in writing, via email to email@example.com, within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
Nonpayment and Suspension. In addition to any other rights granted to 1000 Tools herein, 1000 Tools reserves the right to suspend or terminate this Agreement and the Subscriber's access to the Service if its account becomes delinquent. The Subscriber will continue to be charged for rental transaction fees during any period of suspension. If the Subscriber initiates termination of this Agreement, the Subscriber will be obligated to pay the balance due on its account.
Duration, Renewal and Termination. This Agreement commences on the Effective Date. Upon the expiration of the Term, this Agreement will automatically renew for successive one-year Terms, unless there is a Termination for Cause (Section 11). Either party may terminate this Agreement, effective only upon the expiration of the then current Term, by notifying the other party in writing at least thirty (30) days prior to the expiration of the Term. In the case of free trials, notifications provided through the Subscriber Center indicating the remaining number of days in the free trial shall constitute notice of termination. In addition, 1000 Tools may terminate a free trial account at any time in its sole discretion.
Termination for Cause. Any breach of the Subscriber's payment obligations, unauthorized use of the 1000 Tools Technology or Service will be deemed a material breach of this Agreement. 1000 Tools, in its sole discretion, may terminate the Subscriber's account or use of the Service if the Subscriber breaches or otherwise fails to comply with this Agreement.
Representations and Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. 1000 Tools represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the Service Documentation under normal use and circumstances.
Subscriber Indemnification. The Subscriber shall, if and to the extent permitted by law, indemnify and hold 1000 Tools and its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) any Rental Agreement; (ii) a claim, which if true, would constitute a violation by the Subscriber of its representations and warranties; or (iii) a claim arising from the breach by the Subscriber or its Administrators of this Agreement; provided, however, in the case of (i) above, that 1000 Tools (a) gives written notice of the claim promptly to the Subscriber; (b) gives the Subscriber sole control of the defense and settlement of the claim (provided that the Subscriber may not settle or defend any claim unless it unconditionally releases 1000 Tools of all liability and such settlement does not affect 1000 Tools' business or Service); (c) provides to the Subscriber all available information and assistance; and (d) has not compromised or settled such claim.
1000 Tools Indemnification. 1000 Tools shall indemnify and hold the Subscriber and its affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by 1000 Tools of its representations or warranties; or (iii) a claim arising from breach of this Agreement by 1000 Tools; provided, however, in the case of (i) above, that the Subscriber (a) promptly gives written notice of the claim to 1000 Tools; (b) gives 1000 Tools sole control of the defense and settlement of the claim (provided that 1000 Tools may not settle or defend any claim unless it unconditionally releases the Subscriber of all liability); (c) provides to 1000 Tools all available information and assistance; and (d) has not compromised or settled such claim. 1000 Tools shall have no indemnification obligation, and the Subscriber shall indemnify 1000 Tools pursuant to this Agreement.
Disclaimer of Warranties. 1000 TOOLS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY CONTENT ON THE SERVICE. 1000 TOOLS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE SERVICE WILL MEET THE USER'S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY EQUIPMENT, SERVICES, INFORMATION, OR OTHER MATERIAL RENTED OR OBTAINED BY THE USER THROUGH THE SERVICE WILL MEET THE USER'S REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT ON THE SERVICE IS PROVIDED TO THE USER STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY 1000 TOOLS AND ITS LICENSORS.
Internet Delays. 1000 TOOLS' SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. 1000 TOOLS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Limitation of Liability. EXCEPT FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 AND SECTION 14, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM THE SUBSCRIBER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to the Subscriber.
Publicity. 1000 Tools may represent in press releases, on its website, and on other promotional materials that the Subscriber is a subscriber of the Service.
Governing Law; Jurisdiction; Arbitration. This Agreement shall be governed, construed and enforced in all respects by the laws of the State of Michigan. Other than a party’s right to seek injunctive relief, any claim or dispute arising out of or relating to this Agreement shall be decided by binding arbitration before a single arbitrator. The parties shall equally split the arbitrator's fees.
Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Subscriber and 1000 Tools with respect to its subject matter. This Agreement may only be amended by mutual, written agreement of the parties.