Terms of Service Agreement

Last revised: Feb. 1^st, 2020

Thank you for your interest in 2Quip!

Please read these Terms of Service carefully as they contain important information regarding your legal rights, remedies, and obligations. These include various limitations and exclusions, a clause that governs the jurisdiction and venue of disputes, except where prohibited, an agreement to arbitrate on an individual basis (unless you opt-out), and obligations to comply with applicable laws and regulations.

INTRODUCTION

2Quip Corp., for and on behalf of its subsidiaries (collectively, “2Quip”, “we”, or “us”), provides an online equipment sharing platform that connects equipment owners with operators, contractors, “do-it-yourselfers”, and locals seeking to book those equipment. 2Quip is accessible online, including at  2Quip.com  and as an application for mobile devices. 2Quip’s websites, blogs, and mobile applications and associated services are collectively referred to as the “Services”. By accessing or using the Services, including by communicating with us or other 2Quip users, you agree to comply with, and be legally bound by, the provisions of this Terms of Service Agreement (“Agreement”) and these Terms of Service (“Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Services and constitute a binding legal agreement between you and 2Quip.

This Agreement and these Terms, together with  2Quip’s Privacy Policy , applicable insurance terms and certificates (If any provided), Support & Maintenance assistance terms, and the “Owner” and “Renter” user policies contained herein (the “Policies”) constitute the full contract between you and 2Quip (each a “Party” and together, “the Parties”).

Modification. 2Quip reserves the right, at our sole discretion, to modify our Services or to modify these Terms at any time. If we modify these Terms, we will post the modification on our Services on the 2Quip web site, and they shall become effective as of the date of such post. We will also update the “Last Revised” date at the top of these Terms. By continuing to access or use our Services after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your sole recourse is to stop using and accessing the Services and close your 2Quip Account within 30 days, in which case the previous effective version of these Terms will apply to you, unless you have used the Services during the intervening 30 day period, in which case the new version of these Terms will apply to you.

If you have any questions for us concerning the Agreement or 2Quip generally, please contact us at  support@2quip.com .

GENERAL TERMS

Eligibility. Our Services are intended solely for persons who are 18 or older. Any use of the Services by anyone that does not meet these age requirements is expressly prohibited.

Registration. To access certain features of the Services, you must sign up for an account with us (a “2Quip Account”) by either providing us your email address and creating a password or connecting through an account with a third-party site or service (including Facebook and Google).

Verification. When you list or book equipment, you provide us with certain information about yourself to enable us to verify your identity in order to become an “Approved Operator” as a Renter or an Owner. You promise to provide complete and accurate information to 2Quip about yourself and your equipment(s), if applicable. Where permitted, 2Quip has the right, but not the obligation, to undertake screenings, checks, and processes designed to help verify or check the identities and/or backgrounds of users and equipment, including operating history, legal residence verification, and operator’s license validity. 2Quip does not endorse any equipment, user, or a user’s background, or commit to undertake any specific screening process. 2Quip may, in its sole discretion, use third-party services to verify the information you provide to us and to obtain additional related information and corrections where applicable, and you hereby authorize 2Quip to request, receive, use, and store such information. 2Quip may accept or reject your application to become an Approved Operator in its sole and absolute discretion. 2Quip may, but does not commit to, undertake efforts to ensure the safety of equipment shared through the Services. We do not make any representations about, confirm, or endorse the safety or use worthiness of any equipment beyond our policies that require equipment Owners to ensure their equipment are in safe and operable condition, legally registered when applicable, have a clean (non-salvaged/non-branded/non-washed/non-written off) title, not subject to any applicable safety recalls.

Consumer Report Authorization. When you apply to become an Approved Operator or at any time after where 2Quip reasonably believes there may be an increased level of risk associated with your 2Quip Account, you shall provide, upon request of 2Quip, with written instructions and authorization in accordance with the Fair Credit Reporting Act, applicable consumer reporting laws, or any similar laws to obtain your personal and/or business auto insurance score, credit report and/or conduct a background check, including a criminal background check where permissible under applicable law.

Ongoing Information Updates. You promise to update the information you have provided to 2Quip in the event of any changes to your operating license or certifications, contact information, or background. Specifically, with respect to your contact information, 2Quip may deliver notices to you at the most recent email, telephone, or address provided by you, and those notices will be considered valid even if you no longer maintain the email account, telephone number, or receive mail at that address unless you provide updated contact information to us. Also, you are, and will be solely responsible for, all of the activity that occurs through your 2Quip Account, so please keep your password and 2Quip Account information secure. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your 2Quip Account, whether or not you have authorized such activities or actions. You will immediately notify 2Quip of any actual or suspected unauthorized use of your 2Quip Account. We are not responsible for your failure to comply with this clause, or for any delay in shutting down or protecting your 2Quip Account after you have reported unauthorized access to us.

Your Commitments. You agree that you will always use your 2Quip Account and the Services in compliance with this Agreement, these Terms, applicable law, and any other policies and standards provided to you by 2Quip. As an equipment Owner, you commit that you will provide safe, functional,  well maintained, and legally registered and insured equipment (where required by law), with a clean (non-salvage/branded/written off) title, in good mechanical/operating condition, on time to the operator or Renter who is an Approved Operator ( “Renter”) and will not list your equipment on any other equipment sharing marketplace. As a Renter, you commit that you will be a legally licensed operator (if required by law) and provide proof to the owner a current valid operator’s license (when the machine type requires it), who will carefully and professionally treat the equipment and any applicable additional equipment of related supplies (“Extras”)  well and will take all reasonable measures to return the equipment and any applicable Extras on time and in essentially the same condition as received. In connection with your use of or access to the Services you may not, and you agree that you will not, nor advocate, encourage, request, or assist any third party to:

A.       {' '} Violate any law, rule, or regulation, including:

• breach, violate, and/or circumvent any local, state, provincial/territorial, regional, or national law or other law or regulation, or any order of a court, including, without limitation, airport regulations and tax regulations, licensing or registration requirements, or third party rights;

• post false, inaccurate, misleading, defamatory, or libelous content;

• infringe, reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to 2Quip, or that comes from the Services and belongs to another 2Quip user or to a third party, including works covered by any copyrights, trademark, patent, or other intellectual property, privacy, publicity, moral, or contractual rights, except with prior express written permission of 2Quip; Dilute, disparage  or otherwise harm the 2Quip brand in any way, including:

• through unauthorized use of 2Quip and/or user content;

• registering and/or using 2Quip or derivative terms in domain names, trade names, trademarks, or otherwise;

• registering and/or using domain names, trade names, trademarks, social media account names, or other means of identification that closely imitate or are confusingly similar to 2Quip domains, trademarks, taglines, promotional campaigns, or 2Quip and/or user content.

B.        Provide or submit any false information, including ;

• false name, date of birth, operator’s license, payment method, credit equipment, insurance, or other personal information;

• a claim, or respond to a claim (for example about damage to equipment), with false or misleading information;

• offer, as an owner, any equipment or optional Extra that you do not yourself own or have authority to share;

• offer, as an owner, any equipment that may not be shared for compensation pursuant to the terms and conditions of an agreement with a third party, including, but not limited to, a lease or financing agreement:

• offer, as an owner, any equipment that has a salvaged, branded, written off, washed, or unclean title or that is not safe, legally registered, or not insured to be operated properly;

• offer, as an owner, any Extra that is not safe, functional, clean, and acceptable for the use it is intended;

• book or use any equipment without a valid operator’s license (where required by law);
• any listing with false or misleading information, or any listing with a price that you do not intend to honor;

• register for a 2Quip Account on behalf of an individual other than yourself;

• impersonate any person or entity or falsify or otherwise misrepresent yourself or your affiliation with any person or entity.

C.        Fail to honor your commitments, including:

• fail to pay fees, penalties, or other amounts owed to 2Quip or another user;

• fail, as either a renter or owner, to timely deliver, make available, or return any equipment and optional Extras, unless you have a valid reason;

• use the Services to find an owner or renter, and then complete a transaction partially or wholly independent of the Services, in order to circumvent the obligation to pay any fees related to 2Quip’s provision of the Services or for any other reasons (aka, gray market transactions);

• transfer your 2Quip Account and/or user ID to another party without our written consent;

• allow anyone other than an Approved/Licenses Operator (when required by law) with whom you are working or traveling to operate the equipment you have booked;

• list or provide to a renter, equipment that is subject to a safety recall without first properly addressing the matter subject to the recall;

• leave equipment unlocked or running or unattended with the keys, except where instructed to do so directly by 2Quip in certain limited circumstances.

D.        Harm or threaten to harm users of our community, including:

• “stalk” or harass any other 2Quip user or collect or store any personally identifiable information about any other user other than for purposes of transacting as a 2Quip owner or renter in accordance with these Terms;

• engage in physically or verbally abusive or threatening conduct;

• use our Services to transmit, distribute, post, or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information, or credit, debit, calling card, or account numbers;

• treat anyone differently based on the way they look, whom they love, what they believe, how they self-identify, where they were from, or when they were born. Discrimination of any kind is not tolerated in the 2Quip community.

E.         Use the Services for your own unrelated purposes, including to:

• contact an Owner for any purpose other than in relation to a booking or said Owner’s equipment(s) or listing(s);

• contact a Renter for any purpose other than in relation to a booking or such Renter’s use of the Services;

• commercialize any content found on 2Quip or software associated with our Services, including reviews;

• harvest or otherwise collect information about users without their and our consent;

• recruit or otherwise solicit any user to join third party services or websites that are competitive to 2Quip without 2Quip’s prior written approval.

F.         Interfere with the operation of the Services, including by:

• interfering with any other user’s listings;

• entering into a 2Quip transaction with a member of your family, household, friend, colleague, or acquaintance;

• distributing or posting spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

• distributing viruses or any other technologies such as cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or e-mail address information, or similar methods or technology that may disrupt or interfere with the operation or provision of our Services, or harm 2Quip or the interests or property of others;

• bypassing robot exclusion headers, interfering with the working of the Services, or imposing an unreasonable or disproportionately large load on our infrastructure;

• systematically retrieve data or other content from our Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory, or the like, whether by manual methods, or through the use of bots, crawlers, spiders, or otherwise;

• using display mirroring or framing the Services or any individual element within the Services, 2Quip’s name, any 2Quip trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page in the Services, without 2Quip’s express written consent;

• accessing, tampering with, or using non-public areas of the Services, 2Quip’s computer systems, or the technical delivery systems of 2Quip’s providers;

• attempting to probe, scan, or test the vulnerability of any of 2Quip’s system or network or breach any security or authentication measures;

• avoiding, bypassing, removing, deactivating, impairing, descrambling, or otherwise circumventing any technological measure implemented by 2Quip or any of 2Quip’s providers or any other third party (including another user) to protect the Services;

• forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information;

• attempting to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services; or

• endeavoring to circumvent a suspension, termination, or closure of your 2Quip Account, including, but not limited to, creating a new 2Quip Account to circumvent an account suspension or closure or giving equipment registered to you or a member of your household to other 2Quip users to list.

Violations. 2Quip has the right, but not the obligation, to investigate, pursue, and seek to prosecute, litigate, or refer to law enforcement, violations of this Agreement to the fullest extent permissible by the law. 2Quip may access, preserve, and disclose any of your information if we are permitted or required to do so by law; if we believe in good faith that it is reasonably necessary to respond to claims asserted against 2Quip or to comply with permissible legal process (for example, subpoenas or warrants); to enforce or administer these Terms; to do so for fraud prevention, risk assessment, investigation, customer support, product development, and debugging purposes; and/or to protect the rights, property, or safety of 2Quip, its employees, its users, or members of the public.

2Quip reserves the right, at any time and without prior notice, in accordance with applicable law, to remove or disable access to any content that 2Quip, at its sole discretion, considers to be objectionable for any reason, in violation of this Agreement, or otherwise harmful to the Services or our community. If we believe you are abusing 2Quip, our users, or employees in any way or violating the letter or spirit of any of this Agreement, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your 2Quip Account(s) and access to our Services, remove Owner content, deny a claim for coverage, remove and demote your listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services. Additionally, we reserve the right to refuse or terminate our Services to anyone for any reason at our discretion to the full extent permitted under applicable law.

Policy Enforcement. When an issue arises, we may consider the Approved Operator’s performance history and the specific circumstances in applying our Policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing, subject to our sole and absolute discretion.

Fees; Collection of Fees.  When you provide 2Quip a payment method, you authorize 2Quip, or third-party service providers acting on 2Quip’s behalf, to store your payment credential for future use in the event you owe 2Quip any money. You authorize 2Quip to use stored payment credentials for balances, including for usage cost, payments, fines, and (e.g., late fees, security deposits, processing fees, and claims costs and related administrative fees). 2Quip and its partners will employ all legal methods available to collect the amounts, including the engagements of collection agencies or legal counsel. 2Quip, or the collection agencies we retain, may also report information about your 2Quip Account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your 2Quip Account may be reflected in your credit report. In addition to the amount due, delinquent accounts and/or chargebacks will be charged with fees and/or charges that are incidental to the collection of delinquent accounts and/or chargebacks including, but not limited to, collection fees, convenience fees, and/or other third party charges. You hereby explicitly agree that all communication in relation to delinquent accounts may be made by e-mail or phone, as provided to 2Quip by you. Such communication may be made by 2Quip or by anyone on its behalf, including but not limited to a third-party collection agent. If you wish to dispute the information 2Quip reported to a credit bureau (i.e., Experian, Equifax, or TransUnion), please contact  claims@2Quip.com . If you wish to dispute the information a collection agency reported to a credit bureau regarding your 2Quip Account, you must contact the collection agency directly.

Communications with You. In order to contact you more efficiently, you agree that we may at times, contact you using autodialed or prerecorded message calls or text messages at your telephone number(s). We may place such calls or texts primarily to confirm your signup; provide notices regarding your 2Quip Account or 2Quip Account activity; investigate or prevent fraud; collect a debt owed to us, or communicate urgent messages. We may share your phone number(s) with service providers with whom we contract to assist us in pursuing these interests. We will not share your phone number(s) with third parties for their own purposes without your consent. Standard telephone minutes and text and data charges may apply. Where 2Quip is required to obtain your consent for such communications, you may choose to revoke your consent.

You authorize 2Quip and its partners, without further notice or warning and in our discretion, to monitor or record telephone conversations you or anyone acting on your behalf has with 2Quip or its agents for quality control and training purposes. You acknowledge and understand that your communications with 2Quip may be overheard, monitored, or recorded without further notice or warning. If you do not wish to have your call recorded, please contact us instead in writing through  support@2Quip.com .

Insurance. 2Quip is not an insurance carrier and makes no warranty to insurance provided on the equipment transacted on its platform.  2Quip will not indemnify, defend, protect, or hold you harmless for any claim made against you for the goods, services or equipment booked or listed by you through 2Quip. In addition, you specifically agree to indemnify and hold 2Quip harmless for any claims made against 2Quip in any way connected with the goods, services or equipment booked or listed by you through 2Quip, including attorney’s fees and other defense costs.  

LEGAL DISPUTES FOR OWNERS AND renters in the U.s.

PLEASE READ THIS SECTION EQUIPMENTEFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND 2QUIP HAVE AGAINST EACH OTHER ARE RESOLVED.

Subject to applicable law, the Parties agree that any claim or dispute at law or equity between us relating in any way to or arising out of this or previous versions of these Terms, your use of or access to the Services or any breach, enforcement, or termination of the Agreement will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

Agreement to Arbitrate. The Parties each agree that to the fullest extent possible, including claims for breach of contract, faulty materials, implied warranty, negligence, any claim sounding in tort, breach of good faith or fair dealing, defective equipment or materials any and all other forms of disputes or claims that have arisen or may arise at any time between you and 2Quip (including its respective subsidiaries, employees, officers, directors, agents, third-party insurance brokers or products, and third-party claims administrators) will be resolved by binding arbitration according to the procedure set forth below. For purpose of this Agreement to Arbitrate, “disputes and claims” shall have the broadest possible meaning that will be enforced and includes, without limitation, any and all disputes and/or claims that arise out of or in any way relate to (1) the Agreement, including this Agreement to Arbitrate; (2) your use of, or access to the Services, or any services sold, offered, or purchased through the Services (such as listing or sharing a equipment); or (3) any breach, enforcement, or termination of the Agreement, including this Agreement to Arbitrate. Through this Agreement to Arbitrate, the Parties intend to arbitrate all disputes or claims regardless of whether they are based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), claims sounding in tort or any other legal or equitable theory and regardless of whether they arose or accrued before the Parties entered into this Agreement to Arbitrate.  For avoidance of doubt, the Parties expressly agree that this Agreement to Arbitrate encompasses all disputes or claims pertaining to the validity, enforceability or scope of this Agreement to Arbitrate and any such disputes or claims will be referred to binding arbitration and will be resolved by the arbitrator and not a court. The only exceptions to this Agreement to Arbitrate are: (1) each Party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a Party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights (the “Agreement to Arbitrate”); and (2) disputes or claims that can be brought in small claims court. Given the nationwide scope of 2Quip’s services offered, the Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. In addition, in the event such arbitration is invoked, and except as herein provided, you and 2Quip agree to use the American Arbitration Association as the arbiter and the rules of the American Arbitration Association shall apply. The venue for the resolution or arbitration of any claims between the parties hereto shall be in Johnson County, Kansas. In the event, for any reason, that arbitration is not used to resolve a claim or dispute, the parties specifically agree that since the corporate offices of 2Quip are located in Johnson County, Kansas, any litigation between the parties shall be conducted in the Johnson County, Kansas state District Court,

Prohibition of Class and Representative Actions and Non-Individualized Relief.  THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

Arbitration Procedures. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator appointed by the American Arbitration Association instead of a judge or jury, and court review of an arbitration award is very limited. An arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of the Agreement to Arbitrate, or the interpretation of the section “Prohibition of Class and Representative Actions and Non-Individualized Relief”, shall be for a court of competent jurisdiction to decide.

Where the relief sought is $25,000 or less, the arbitration will be conducted by  FairClaims  in accordance with its Arbitration Rules & Procedures effective at the time a claim is made. Where the relief sought is $25,001 or more, the arbitration will be conducted by the  American Arbitration Association  (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate.

A Party who intends to seek arbitration must first send to the other, by email, a notice of dispute (“Notice”). The Notice to 2Quip should be sent via email to  noticeofdispute@2Quip.com . Please provide your name, telephone number, email, mailing address, and briefly describe both the nature of your dispute and the relief you would like from 2Quip.

If the Parties are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, either Party may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the  FairClaims  website or the  AAA’s  site. (The AAA provides a  Demand for Arbitration form .) Any settlement offer made by you or 2Quip shall not be disclosed to the arbitrator.

Any FairClaims arbitration hearing shall be held via written submission, or where requested, videoconference. Any AAA arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. Either Party may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on the Parties subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or 2Quip may attend by telephone.

The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users but is bound by rulings in prior arbitrations involving the same 2Quip user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

The Parties agree that all communications and evidence related to the dispute will remain confidential, and neither party shall take any action that will harm the reputation of any of the other, or which would reasonably be expected to lead to unwanted or unfavorable publicity to either of the Parties or entities.

Costs of Arbitration. If You initiate arbitration proceedings, You will be responsible for the initial filing fee. Payment of any additional filing, administration, and arbitrator fees will be governed by the FairClaims or AAA’s rules, unless otherwise stated in the Agreement to Arbitrate.

Severability. With the exception of the provisions in the section “Prohibition of Class and Representative Actions and Non-Individualized Relief,” if an arbitrator or court decides that any part of the Agreement to Arbitrate is invalid or unenforceable, the other parts of the Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions in the section “Prohibition of Class and Representative Actions and Non-Individualized Relief” is invalid or unenforceable, then the entirety of the Agreement to Arbitrate shall be null and void. The remainder of the Agreement, these Terms, and its Legal Disputes Section will continue to apply.

Future Amendments to the Agreement to Arbitrate.  Notwithstanding any provision in these Terms to the contrary, the Parties agree that if we make any amendment to the Agreement to Arbitrate in the future, that amendment shall also apply to any claim that was filed against 2Quip prior to the effective date of the amendment.{' '}

Judicial Forum for Legal Disputes. Unless the Parties agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate, as a result of a decision by the arbitrator or a court order, or the parties have reserved their rights to pursue legal action in a court of law for actual or threatened claims pursuant to these Terms, you agree that any claim or dispute that has arisen or may arise between the Parties must be resolved exclusively by a state, or small claims court located in Johnson County, Kansas. The Parties agree to submit to the personal jurisdiction of a state court located in Johnson County, Kansas.

OTHER LEGAL MATTERS

2Quip Content and User Content License. Subject to your compliance with the provisions of these Terms, 2Quip grants you a limited, revocable, non-exclusive, non-transferable license to access and view any 2Quip and/or user content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by 2Quip or its licensors, except for the licenses and rights expressly granted in these Terms.

User Content. We may, in our sole discretion, permit you to post, upload, publish, submit or transmit content through our Services such as photographs of you and your equipment(s), reviews, feedback, and descriptions of you or your equipment. By making available any content on or through the Services, or through 2Quip promotional campaigns, you grant 2Quip a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such content on, through, by means of, or to promote or market the Services. Except as described above with respect to Images, 2Quip does not claim any ownership rights in any such content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such content.

Promotions. You must be an Approved Operator in good standing (e.g., not suspended) and comply with these Terms and the promotion rules to qualify for any promotional compensation. Users who attempt to abuse our promotions are subject to cancellation/reversal of the promotion amounts and suspension from the 2Quip community. Renters and Owners cannot cancel existing reservations to qualify for new promotions. Owners cannot allow acquaintances, friends, or family to book their equipment in order to qualify for promotions.

Copyright Protection. We respond to notices of alleged copyright infringement and terminate 2Quip Accounts of repeat infringers according to the process set out in the US Digital Millennium Copyright Act and similar laws. If you think any person or entity is violating our copyright(s) and want to notify us, you can find information about submitting notices  Support@2quip.com .

Terms for Protection Plans. 2Quip is not an insurance company and does not insure owners or renters.{' '}

Termination. You may discontinue your use of the Services at any time, and 2Quip may terminate your access to the Services and remove any listings for any reason or no reason to the extent permissible under applicable law. Termination of access to the Services will not release a Party from any obligations you incurred prior to the termination, and 2Quip may retain and continue to use any information, including but not limited to photography, previously provided by you. Termination of the Agreement will not have any effect on the disclaimers, waiver or liability limitations, or legal disputes provisions under the Agreement and/or any fees due, and all of those terms will survive any termination of the Agreement.

No Equipment Transfer or Assignment. Except as otherwise provided herein, Renters and Owners agree that nothing in these Terms constitutes an actual or purported transfer or assignment of any right or interest in equipment or optional Extras shared through the 2Quip Services.

Disclaimers. 2QUIP PROVIDES SERVICES THAT ENABLE THE SHARING OF EQUIPMENT AND OPTIONAL EXTRAS BETWEEN OWNERS AND RENTERS. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, 2QUIP DOES NOT ITSELF PROVIDE EQUIPMENT SHARING OR RENTAL SERVICES AND/OR INSURANCE/WARRANTY  SERVICES AND IS NOT RESPONSIBLE FOR ANY OF THE ACTS OR OMISSIONS OF ANY OF THE USERS OF ITS SERVICES, THE MANUFACTURER OF THE EQUIPMENT OR ANY OPTIONAL EXTRAS, OR ANY THIRD PARTY PROVIDER OF SERVICES (E.G., IN-EQUIPMENT GPS OR OTHER SYSTEMS).  THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, 2QUIP EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  2Quip makes no warranty that the Services, including, but not limited to, the listing and/or any equipment or optional Extra, will meet your requirements or be available on an uninterrupted, secure, or error-free basis. 2Quip makes no warranty regarding the quality of any listings, equipment, owners, renters, Extras, the Services, or any content or the accuracy, timeliness, truthfulness, completeness, or reliability of any content obtained through the Services. No advice or information, whether oral or written, obtained from 2Quip, 2Quip Insurance Agency, or its service providers or through the Services or content, will create any warranty not expressly made herein.

Limitation of Liability and Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS YOU HAVE TO SUE OR MAKE CLAIMS AGAINST 2QUIP AND ITS RESPECTIVE SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS (INCLUDING THIRD PARTY ADMINISTRATORS, INSURANCE PRODUCERS, AND INSURANCE PROVIDERS), OR EMPLOYEES (TOGETHER, THE “2QUIP PARTIES”) AND ANY 2QUIP USER (EXCEPT AS DETAILED BELOW FOR TRANSACTIONS WHERE THE OWNER PROVIDES THEIR OWN COMMERCIAL/RENTAL PROTECTION PLAN OR WITH RESPECT TO OPTIONAL EXTRAS) FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES OR DAMAGE TO YOUR EQUIPMENT INCLUDING, WITHOUT LIMITATION,  EQUIPMENT NOT BEING AVAILABLE WHEN IT WAS SUPPOSED TO BE, ANY MALFUNCTION OF OR DEFICIENCY IN A EQUIPMENT, ANY BREACH OF WARRANTY OR OTHER OBLIGATION BY ANY MANUFACTURER OR OTHER THIRD PARTY, ANY PERSONAL INJURY OR PROPERTY DAMAGE SUFFERED BY YOU OR ANY OF YOUR USERS OR PASSENGERS (EXCEPT IF DAMAGE ARISES FROM AN EXTRA) AND, IN THE CASE OF THE 2QUIP PARTIES, ANY ACTIONS OR INACTION OF THE OWNER. NEITHER 2QUIP NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM YOUR LISTING OR BOOKING OF ANY EQUIPMENT OR OPTIONAL EXTRA VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY.  Except for our obligations to pay amounts to applicable owners or renters pursuant to these Terms, including an approved payment request or claim under a protection plan or applicable insurance policy, in no event will 2Quip’s or its subsidiaries’ or insurers’ aggregate liability arising out of or in connection with this Agreement or your use of the Services, exceed the greater of (i) the amounts you have paid or owe for bookings via the Services as a renter in the twelve-month period prior to the event giving rise to the liability, or if you are an owner, the amount earned by you in the 12 month period prior to the event giving rise to the liability, or (ii) US$100.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN 2QUIP AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  YOU WAIVE CALIFORNIA CIVIL CODE §1542, OR ANY SIMILAR LAW, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS YOU HAVE TO SUE OR MAKE CLAIMS AGAINST ANY 2QUIP USER FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES INCLUDING TRANSACTIONS IN WHICH  (1) YOU ARE AN OWNER WHO HAS DECLINED A PROTECTION PLAN VIA THE SERVICES AND ARE MAKING A CLAIM AGAINST A RENTER WHO BOOKED A EQUIPMENT FOR WHICH YOU OPTED TO PROVIDE YOUR OWN COMMERCIAL/RENTAL INSURANCE OR COVERAGE TO THE RENTER; (2) YOU ARE A RENTER WHO BOOKED A EQUIPMENT FROM AN OWNER WHO OPTED TO DECLINE A PROTECTION PLAN VIA THE SERVICES AND SUCH OWNER OPTED TO PROVIDE INSURANCE OR PROTECTION DIRECTLY TO YOU AND YOU ARE MAKING A CLAIM AGAINST THAT COMPANY/OWNER; OR (3) YOUR CLAIM RELATES TO AN OPTIONAL EXTRA PURCHASED USING THE SERVICES.

Indemnification. To the extent permitted by applicable law, you agree to release, defend, indemnify, and hold 2Quip and its subsidiaries, officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services or your violation of these Terms; your user content; your interaction with any user, booking of a equipment, or creation of a listing for a equipment; or the use, condition, or trip, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential, or otherwise) of any kind arising in connection with or as a result of a booking, sharing, or use of a equipment or optional Extra.

Liquidated Damages/Contract Penalty. You acknowledge that the actual damages likely to result from you (i) engaging in gray-market transactions (i.e., using 2Quip to find a Renter or equipment, and then completing a reservation or related transaction partially or wholly independent of 2Quip, in order to circumvent the obligation to pay any 2Quip Fees) or (ii) registering domains, social media handles, bidding on keywords, or otherwise using the 2Quip domains, trademarks, or taglines are difficult to estimate and would be difficult for 2Quip to prove.  You will pay 2Quip $5,500 in Liquidated Damages to compensate 2Quip for any such conduct.  This amount is not intended as a punishment for any such breach.{' '}

2Quip is not a rental equipment company. It does not own a fleet of equipment, and is not in the business of renting equipment to the public. 2Quip provides only an online platform where equipment owners and those in need of equipment can meet and share equipment amongst themselves subject to these Terms.

Rounding Off. 2Quip may, in its sole discretion, round up or down amounts that are payable from or to Owners or Renters to the nearest whole functional base unit in which the currency is denominated (e.g., to the nearest dollar, euro, pound, or other supported currency) where permissible under applicable law.

No Agency. 2Quip does not appoint you or any other user as its employee, mandatory, legal agent, or form any kind of legal partnership or joint venture. You are not authorized to make any commitments on behalf of 2Quip and 2Quip will not make commitments on your behalf, except as contemplated by the Services or expressly stated in the Agreement.

General. The Agreement states the entire understanding between you and 2Quip concerning your access to and use of the Services and supersedes any earlier verbal or written communications between us. With the exception of appointing a custodian to manage your equipment on your behalf, you may not delegate your legal obligations or transfer any of your rights, in whole or in part, to any third party without advance written consent of 2Quip. You will remain responsible for your obligations hereunder in any event. If any provision of the Agreement is construed to be unenforceable, the remaining provisions will not be affected and will continue in full force and effect. A 2Quip Director or Officer must agree to any modification or waiver of any term of the Agreement in writing. 2Quip’s failure to exercise any right under the Agreement will not constitute a waiver of any other right 2Quip may have. There is personal equipment sharing legislation that may apply to you.

Headings are for reference purposes only and do not limit the scope or extent of such section. Except as otherwise provided in the Agreement, if any provision of these Terms are held to be invalid, void, or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

2Quip can be contacted at 29085 S. Rogers Rd., Louisburg, KS. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at 1-800-952-5210.

Translations. Where 2Quip has provided you with a translation of the English language version of this Agreement, these Terms or any Policies, in case of any wording discrepancies between the English and any other versions of the Terms and any Policies, the English language wording takes precedence.

SPECIFIC TERMS FOR Renters

The following Sections also apply if you book equipment using the Services:

Fees. You are responsible for paying all fees when they come due. You will be responsible for all of the costs relating to any citations and fines (e.g., tolls, parking tickets, towing fines, transfer fees, repair fees, etc.) incurred during the booking period.{' '}

Your Financial Responsibility Is Primary. With regard to damage, losses, or other liabilities, you acknowledge that, where permissible under applicable law, you are primarily liable for your liabilities under the Agreement, though you may fund that primary liability via any personal insurance you have available to you (e.g., applicable personal insurance or insurance from credit cards, etc.) as the primary source of funds. Subject to the coverage and protection available to you, you acknowledge that you are fully responsible for any damage, losses, or other liabilities relating to your activities through the Services. You agree that in the event damage is reported, 2Quip may immediately charge you the cost associated only with the damage. Nothing in these Terms is intended to limit your responsibilities or 2Quip’s legal rights in connection with your use of the Services. You acknowledge that 2Quip may require and hold a deposit as part of the reservation of equipment.{' '}

In addition to the ”Terms for Protection Plans” section above, you understand and agree:

Commercial Owners.  Where a Commercial Owner represents that it will provide its own insurance, collision damage waiver, or protection plan to its Renters, then no third-party liability insurance, physical damage protection, and/or roadside assistance is made available via the Services by 2Quip, and/or third-party insurance partners or third-party broker/producer. The Commercial Owner will bill you directly for any applicable protection plan after booking, not through the Services. In these circumstances, the equipment Owner may require you to sign additional paperwork, provide a deposit, or pay additional fees, costs, or taxes after booking, for instance when picking up the equipment. The Owner may also have additional requirements that differ from 2Quip requirements (like requiring a credit card deposit).  By booking equipment where the Commercial Owner is providing protection, you agree that the equipment owner may impose additional terms and fees after booking.

Use of the Equipment. When you book equipment from an owner through 2Quip, you must use the equipment only for your personal use and not for any commercial purposes unless you have express written permission from 2Quip’s Legal Department in advance. You may not access equipment until the beginning of your reservation period, and you must return the equipment on time and to the correct location. You must present the owner with a current, valid operator’s license or certifications (when required by law). You must exercise reasonable care in your use of the equipment. You are required at all times to operate the equipment safely, and in compliance with all applicable laws, including without limitation, speed limits and prohibitions on impaired or distracted usage. In the event 2Quip has any concern about your use of equipment, 2Quip may terminate your reservation in its discretion at any time and require the return of the equipment, including recovering the equipment on behalf of the owner. You must not leave the equipment unlocked or with the keys unsecured (such as in the ignition). If you have any concerns about your planned use, please contact  support@2Quip.com . You will be fully financially responsible for any claims, loss, or damage related to your misuse of equipment, and your protection plan may be voided.  Renters also acknowledge that using equipment in a prohibited manner or otherwise breaching the Agreement may lower available liability coverage to legal minimum limits, or nullify coverage, and may furthermore nullify any comprehensive or collision protection and/or protection plan (when available)  where allowed by applicable law.

Condition of the Equipment and Optional Extras.  You understand that third parties own the equipment and Extras offered through the Services. Each Owner is responsible for complying with all legal requirements (including ensuring the equipment is registered and insured) and maintaining their equipment(s) in safe and operating condition. Please complete a visual inspection before you begin your use of the equipment. If you find damage in your initial inspection, you should upload photos of such pre-existing damage at the start of your reservation to ensure you are not held responsible for pre-existing damage. The 2Quip apps allows for a pickup and return process where you should upload before and after pictures every time you rent. If you find damage on your initial inspection and fail to report it, 2Quip, third party administrators, or insurance partners, may assume that the damage occurred during your reservation period. If, after your initial inspection, you believe that the equipment is not safe to drive, please do not use the equipment; in that event, please contact the 2Quip team immediately at 1-(650) 449-9414, or 1-(800) 344-7324 in the US.

Incident Reporting. You must immediately report any damage to the equipment you are using to 2Quip at  support@2Quip.com , or 1-(650) 449-9414 I, 1-(800) 344-7324. You will need to use all reasonable efforts to secure evidence from any available witnesses and to provide 2Quip or third-party claims administrators with a written description of the incident and any other information requested, including identity and insurance information of any parties involved in the incident. You are also required to cooperate in any loss investigation conducted by 2Quip, third-party claims administrators, or insurers. After an incident, you may not continue to use the equipment unless you have the explicit permission of the 2Quip staff.{' '}

State Laws Regarding Rental Equipment Theft. It is a felony in most states to fail to return rental equipment within a certain period of time after the rental period has expired. The following conduct may result in the reporting of the equipment you have booked as stolen to law enforcement, possibly subjecting you and any other operator to arrest, and civil and/or criminal penalties, and the voiding of your insurance coverage and/or protection plan:

• If you fail to return the equipment you booked at the time and place agreed upon with the owner and/or designated in your reservation;

• If you do not return the equipment by the end of the reservation period and you have not properly obtained an extension of the reservation through the 2Quip system;

• If the equipment is returned to any place other than the return location on the reservation or agreed upon with the owner. Any damage to, or loss or theft of, equipment occurring prior to the owner inspecting the equipment upon return at the end of the reservation is the renter’s responsibility;

• If you misrepresent facts to the owner pertaining to booking, use, or operation of equipment;

• If the equipment’s components are stolen or damaged, or the equipment itself is stolen or damaged when the equipment is left unlocked or running or unattended with the keys not secured during the reservation period;

• If you fail or refuse to communicate in “good faith” with owner, police, 2Quip, or other authorities with a full report of any accident or vandalism involving the equipment or otherwise fails to cooperate in the investigation of any accident or vandalism;

• If the equipment is operated by anyone who has given a fictitious name, false address, or a false or invalid operator’s license or certificates; whose operator’s license becomes invalid during the reservation period; who has obtained the keys without permission of the owner; or who misrepresents or withholds facts to/from the owner or 2Quip material to the booking, use or operation of equipment.

The primary renter who books the reservation is responsible for any private investigation costs 2Quip deems necessary to recover equipment that is not returned. In addition, a $500 case administration fee will be imposed on the primary renter if 2Quip and/or the owner has to report equipment as stolen to law enforcement due to it not being returned.

Repossession. 2Quip, a hired agent of 2Quip, or the owner may repossess any equipment booked through the Services without demand, at the renter’s expense, if the equipment is not returned by the end of the reservation, is found illegally parked, apparently abandoned, or used in violation of applicable law or these Terms.

Missing Equipment. If equipment you have booked through the Services goes missing and/or is stolen during the reservation period (or extension period), you must immediately return keys and add-ons to the owner; file a police report immediately after discovering the equipment is missing or stolen, but in no event more than 24 hours after discovering it has gone missing; and cooperate fully with the owner, law enforcement, 2Quip, and other authorities in all matters related to the investigation.

SPECIFIC TERMS FOR OWNERS

The following Sections also apply if you share your equipment through the Services:

Information Given at Registration. When you sign up for 2Quip, you will identify equipment that you want to list for sharing through the Services. Each piece of equipment must be legally licensed to operate and be in safe and maintained operating condition. You may only use the Services in connection with equipment that you own or otherwise have all the necessary rights and permissions to share for compensation.

Listing Only on the Services. Any equipment you list on the Services must be exclusively listed on the Services. You cannot list any equipment you intend to share on the Services on any other equipment sharing marketplace. Failure to abide by this condition may result in fines, penalties, denial of physical damage claim, removal of the equipment from the Services, account closure, or other action, in 2Quip’s sole discretion. This does not limit Commercial Owners’ (as defined below) ability to maintain their own rental equipment business or prohibit equipment from being listed on for sale or other delivery services when not in a 2Quip reservation.

Equipment Availability. Once an item is booked, you must make the equipment available or deliver the equipment as expected by the renter. If you offer the renter the option to pick up your equipment at a specified location, you must supply the location of the equipment accurately to 2Quip and ensure that the equipment is available at that location at the beginning of the reservation period. You must verify that a prospective renter has any licenses or certifications required to operate before you provide the renter your equipment, and ensure the operator’s license matches the name on the reservation and that the person picking up the equipment appears to match the photograph on a facially valid form of identification. We also suggest requiring a second form of identification, such as a bill or receipt showing the same home address and name.

Trip Fees. You will have the ability to set and revise the equipment’s pricing as you choose. 2Quip will pay you the amount collected from those who book your equipment, less the applicable fees payable to 2Quip. The current transaction fee on the gross rent amount is 18%. To the extent you owe 2Quip money for any reason, 2Quip also reserves the right to deduct those amounts from your payment.

Payment Processing. Payment processing services are provided by Stripe and subject to the  Stripe Connected Account Agreement , which includes the  Stripe Services Agreement (collectively, the "Stripe Terms"). In countries where you receive payment proceeds via Stripe, you agree to be bound by the Stripe Terms, which may be modified from time to time. As a condition of 2Quip enabling payment processing services through Stripe, you authorize 2Quip to obtain all necessary access and perform all necessary activity on your Stripe Connected Account to facilitate sharing of your equipment. You further agree to provide accurate and complete information about you and authorize 2Quip to share it and transaction information with Stripe for the purposes of facilitating of the payment processing services provided by Stripe. 2Quip reserves the right to switch payment processing vendors at its discretion.

Taxes & Airport Permitting Fees. You understand and acknowledge that appropriate governmental agencies, departments, or authorities may take the position that you owe taxes in connection with your use of our Services. Please familiarize yourself with the applicable tax regulations and consult with your personal tax advisor. Further, some locations where you offer services may take the position that you must have a permit to use premises and remit fees. While 2Quip does not believe that rental equipment permits should apply to peer-to-peer equipment sharing, not all authorities agree with this position.{' '}

Maintenance.  You are required to regularly check your equipment for any defects in its operations or safety. You promise that, at all times, your equipment will be in safe and trustworthy condition, in good mechanical condition, and in full compliance with all applicable inspection, certification, and registration requirements. You will only list equipment with a clean, non-salvaged, non-written off, non-washed, and non-branded title. You agree to respond to any applicable recall or similar safety notices and to complete any recommended action before allowing your equipment to be booked. In addition, if 2Quip believes that your equipment does not conform to reasonable standards, 2Quip may notify you and reserves the right to remove or decline listing your equipment until its concerns have been resolved. 2Quip may, but does not commit to, undertake efforts to ensure the safety of equipment booked through the Services.{' '}

Incident Reporting. If you believe that a renter has caused any damage to your equipment, you are required to report that damage as soon as you become aware of it (and in any event, no more than 24 hours after the scheduled end of reservation) and to provide reasonable cooperation in the investigation of the damage so that it can be eligible for coverage. Based on the investigation, 2Quip or third-party claims administrators will reasonably determine whether the damage occurred during the reservation period and is eligible for coverage. If it was, you will be reimbursed for the loss, as described in the sections below. If 2Quip is not given prompt notice as described in this paragraph, or if you do not provide reasonable cooperation in the investigation by 2Quip or third-party claims administrators, we may not be able to determine the cause.{' '}

Physical Damage.  All minor damages identified upon return will be reported to 2Quip and the renters within 24 hours. The charges for those repairs will be processed via the Renters payment method on file. Any disputes of those claims will be reviewed by 2Quip claims department. In the event of a major loss that is covered by the Agreement, your insurers, and/or your adjusters will, at their option, pay you either the reasonable and actual expenses of repair of the equipment or the actual cash value (“ACV”) of your equipment (if, for instance, the expected cost of repairs exceeds undefined of the ACV of the equipment). Note, if third-party claims administrators choose to pay you the ACV for your equipment, you will be required to transfer title to the equipment to its agent. The standard for the equipment’s ACV will be as determined by third-party claims administrators and in compliance with applicable law.

Damage Exclusions.  2Quip and your insurers and producers are not responsible for any optional Extras or any personal property, including any aftermarket installations that are taken from your equipment or damaged during a reservation period. We recommend that you remove all personal property before making the equipment available for a reservation. In addition, you should expect normal wear and tear on your equipment and optional Extras, including minor scrapes and dings, in connection with your participation in the Services. 2Quip will not reimburse you for normal wear and tear to your equipment. Any protection, coverage, and/or insurance provided may be voided if you violate these Terms, policies, and/or submit inaccurate information about your equipment when listing it for sharing on the Services (for example, falsely represent the make, model, year, or condition of the equipment).

Other Insurance and Legal Matters.  You agree to comply with any and all applicable laws and regulations, including applicable registration and minimum insurance requirements for your equipment. As part of your participation in the Services, you must maintain your own insurance policy and meet any minimum insurance levels required by law. In the United States, there is personal equipment sharing legislation that may apply to you. You also promise to maintain registration information and proof of insurance for your equipment during every reservation period. You agree to provide 2Quip with information regarding your policy’s coverage, as may be requested. You must inform 2Quip promptly in the event information previously provided changes.{' '}

Indemnification. If you selected a protection plan via the Services, in the event of any claim for a loss or injury that occurs during the use of your equipment as a Renter 2Quip or its insurers will not defend and indemnify you against such claims provided, however, you are required to give 2Quip or its insurers prompt written notice of the claim; allow any protection plan provider the  sole control over the defense of the claim; and provide the protection plan provider reasonable cooperation in its defense of the claim all in accordance with the requirements of the protection plan provider. If the protection plan provider  reimburses you for a lost or damaged equipment and you later receive payment for some or all of your equipment from a third party (e.g., a third party insurance company or restitution), you must reimburse the protection plan provider any monies received from that third party in an amount equivalent to, but not to exceed, the funds provided to you. The terms and conditions of such protection will be more specifically described in the documents provided you by the protection plan provider.

Missing Equipment. If your equipment goes missing, is not returned, and/or is stolen during the reservation period (or extension period), you, as the owner, must immediately contact a 2Quip representative and follow his or her instructions, including cooperating with 2Quip, the police, and any other authorities in all related to the investigation of the theft. If you are instructed by 2Quip to file a police report, you must do so within 24 hours of such loss.

Specific Terms for (“Commercial Owners”)

If you choose to provide your own commercial insurance (such as if you choose to offer your own commercial/rental policy to renters, Equipment Rental Co’s or Contractors) or where no protection plan is offered via the Services:

When you choose to provide your own commercial rental insurance in the United States, where no protection or insurance is offered via the Services in your region, you, as the owner, or an authorized representative acting on behalf of the owner, shall be exclusively responsible for providing commercial rental insurance coverage for any reservation of your equipment through 2Quip. You shall carry no less than the minimum applicable liability and/or physical damage automobile insurance for your equipment, your renter, and his/her authorized operators. You represent and warrant that (1) you are a licensed commercial rental equipment company or are authorized to act on behalf of and bind a commercial rental equipment company in connection with listing equipment on 2Quip; or (2) you are an individual or company, or are authorized to act on behalf of, and bind a company, that can offer commercial rental equipment insurance to renters.

You further acknowledge and agree that you shall receive no protection or coverage from 2Quip, or any affiliates, whether that be financial responsibility for physical damage, third-party liability protection, uninsured or underinsured motorist coverage, PIP or any similar coverage or indemnification, roadside assistance, or trust and safety support as part of a booking of your equipment(s) when you have chosen to provide your own commercial rental insurance.  You shall add 2Quip as an additional insured on all applicable equipment and excess liability policies.  These provisions replace and supersede any representation made by 2Quip, or those acting on behalf of 2Quip, including but not limited to statements made on the Services, these Terms, FAQs, Policies, emails, and/or marketing materials, concerning insurance and/or protection and roadside assistance.

2Quip reserves the right to, but does not commit to, satisfy itself that you are, or are acting on behalf of, a licensed commercial rental equipment company and have the ability to offer commercial equipment rental insurance to renters/operators of your equipment. If 2Quip has any concerns in this regard, you agree that 2Quip can automatically, and in its sole discretion, default all of your equipment back to the Standard equipment protection plan along with its associated fees (if any offered in your region), remove your listings, or suspend your 2Quip Account.

If you lose the ability to offer commercial rental insurance to your renters (for example, your policy has been canceled or nonrenewed), you must immediately change the status of your equipment. Never let a renter pick up equipment or continue to use equipment without providing or validating they have insurance coverage.

You must disclose on your listing page any applicable additional fees, costs, and/or taxes you assess in addition to other requirements you may impose (such as a security deposit or if you do not accept debit cards, for example). You must never surprise renters with hidden costs or requirements at pick-up. 2Quip reserves the right, in its sole discretion, to remove your listings, or suspend your 2Quip Account for failure to be transparent up front with renters about fees, costs, and requirements in your equipment listing page.

You acknowledge that the actual damages likely to result from breach of this Section are difficult to estimate and would be difficult for 2Quip to prove. You will pay 2Quip USD$3,500 in Liquidated Damages/Contract Penalties to compensate 2Quip for any such conduct. This amount is not intended as a punishment for any such breach.

You shall defend, indemnify, and hold 2Quip, its subsidiaries, affiliates, employees, officers, directors, and agents, and any of your renters or their authorized operators, harmless from and against any and all claims, demands, suits, judgments, costs, expenses, liabilities, attorneys fees, damages, consequential damages, punitive damages, property damage, personal injury, theft or otherwise, without limitation, related to or arising out of any reservation or use of any equipment, including without limitation, any equipment damage, personal injury or property damage where you have declined a protection plan made available via the Services or one is not available in your region.