Welcome to Tool Dealer Network’s website, https://tooldealernetwork.com (the “site”). These Terms of Service (“Terms”) outline Tool Dealer Network’s (“us”, “we”, or “our”) commitments to you, and your rights and responsibilities when using our services. Throughout these terms, “you” applies to both individuals and entities that access or use our Services. If you are an individual using our Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the Agreement and that by using our Service(s), you are accepting the Agreement on behalf of that entity. By using the Site or Tool Dealer Network’s services, you agree to be bound by the following terms and all applicable laws and regulations. Please read them carefully and reach out to us if you have any questions.
Terms of Service
1. Account Terms
Tool Dealer Network may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion. A breach or violation of any term in the Terms of Service as determined is the sole discretion of Tool Dealer Network will result in an immediate termination of your services.
You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service. We expressly reserve the right (but do not have the obligation) to request proof of your age, at any time.
Where use of our Services requires an account, you agree to provide us with complete and accurate information when you register for an account. You will be solely responsible and liable for any activity that occurs under your username. You are responsible for keeping your account information up-to-date and for keeping your password secure.
To access and use the Services, you must register for a Services account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. It is your responsibility to keep your email address current. Further, you must meet all the conditions described throughout these Terms. You are responsible for maintaining the security of your account and password, and any Servicerelated website, or other content, and you are fully responsible for all activities that occur under your account and any other actions taken in connection with our Services. You shall not share or misuse your access credentials. You must immediately notify us of any unauthorized uses of your account, or of any other breach of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
When you create a Tool Dealer Network account, we consider that to be an inquiry about our products and services, which means that we may contact you to share more details about what we have to offer. Don’t worry – if you aren’t interested in learning more, you can opt out of the marketing communication, whether it’s an email, phone call, or text message. You acknowledge that Tool Dealer Network will use the email address you provide as the primary method for communication.
Upon completion of sign up for the Service, Tool Dealer Network will collect your credit card and store it on a secure server. If you do not wish to continue using the Service, it is your responsibility to contact Tool Dealer Network to cancel the Service.
2. Ownership & Limited License
The person signing up for the Service will be the contracting party (“Account Owner”, “customer”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.
If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.
For so long as you are our customer and paying the Service Fees required by these Terms, Tool Dealer Network grants to you a non-exclusive right to use the Site and our Services, subject to the restrictions set forth in these Terms and any other restrictions communicated by us in writing. Nothing in these Terms shall prohibit Tool Dealer Network from furnishing our Services to others, including your competitors.
Subject to the limited rights expressly granted hereunder, we reserve all rights, title, and interest in and to the Site and our Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access of the Services without our express written consent. You may not duplicate, copy, or reuse any portion of the visual design elements without our express written consent.
You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Tool Dealer Network Payments, Tool Dealer Network Apps, Tool Dealer Network or Tool Dealer Network trademarks and/or variations and misspellings thereof.
The Service in some cases provides “API Credentials” (the secret key and access token that allow you to make authenticated requests to the Service API). You are solely responsible for the activity that occurs using your API Credentials and for keeping your API credentials secure.
You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
3. General Conditions
Technical support is only provided to paying account holders and is only available via email.
The Terms of Service shall be governed by and interpreted in accordance with the laws of the State of Texas and the laws of the United States applicable therein, without regard to principles of conflicts of laws (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, data protection, and the transmission of technical data exported from the United States or the country in which you reside). The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Texas with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
You acknowledge and agree that Tool Dealer Network may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on the Tool Dealer Network Payments website, available at https://tooldealernetwork.com/terms-of-service and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to the Tool Dealer Network Payments website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
You may not use the Service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) as well as the laws of the United States and the State of Texas. You will not use the Services for any unlawful purposes, to publish illegal content, or in furtherance of illegal activities; will not infringe or misappropriate the intellectual property rights of any third party. You will not overburden Tool Dealer Network’s systems, as determined by us in our sole discretion. You may not disclose sensitive personal information of others. Your use of our Services will not be used to send spam or bulk unsolicited messages; will not interfere with, disrupt, or attack any service or network; and will not be used to create distribute, or enable material that is – or that facilitates or operates in conjunction with – malware, spyware, adware, or other malicious programs or code.
These Terms shall be governed by the laws of the State of Texas without giving effect to any choice or conflict of law or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas, provided, however, that disputes concerning patent, federal trademark, or federal copyright matters shall be governed by federal law. You consent to jurisdiction and venue in the state or federal courts of the State of Texas.
4. Responsibility of Visitors and Users
We have not reviewed, and cannot review, all of the content (such as, but not limited to, text, photo, video, audio, code, computer software, items for sale, or other materials) posted to our Services by users or anyone else (“Content”) and are not responsible for any use or effects of such Content.
We do not endorse any Content or represent that Content is accurate, useful, or non-harmful. Content could be offensive, indecent, or objectionable; include technical inaccuracies, typographical mistakes, or other errors; or violate or infringe the privacy, publicity rights, intellectual property rights (see our Copyright Infringement and DMCA Policy section to submit copyright complaints), or other proprietary rights of third parties.
If you post Content, comment on a website, or otherwise make (or allow any third party to make) Content available on our Services, you are entirely responsible for the Content, and any harm resulting from, that Content or your conduct.
By uploading Materials, you agree: (a) to allow internet users to view your Materials; (b) to allow Tool Dealer Network to display and store your Materials; and (c) that Tool Dealer Network can, at any time, review all the Materials submitted by you to its Service.
You retain ownership over all Materials that you upload to our Services; however, by making your data public, you agree to allow others to view your Materials. You are responsible for compliance of Materials with any applicable laws or regulations.
We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any Materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
Tool Dealer Network shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your business to promote the Service.
We disclaim any responsibility for any harm resulting from anyone’s use, purchase, or downloading of Content. If you access or use any Content, you are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or deconstructive content.
Any Content offered for sale through any of our Services are the seller’s sole responsibility, and you agree that you will look solely to the seller for any damages that result from your purchase or use of Content.
We are not a party to, and will have no responsibility or liability for, any communications, transactions, interactions, or disputes between you and the provider of any Content.
Please note that additional third party terms and conditions may apply to the downloading, copying, purchase, or use of Content.
We also have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and web pages that link to, or are linked from other Services. We do not have any control over those websites and are not responsible for their contents or their use.
All information that you provide to us about your customers has been provided with the consent of your customers. You will use the information fields only to transmit information required to perform the Services requested and will not provide any additional personally identifiable information about you or your customers to us. It is a breach of these Terms for you to provide personally identifiable information to us which is not required to perform the Services requested.
The existence of a link to or from one of our Services does not represent or imply that we endorse such website. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. We disclaim any responsibility for any harm resulting from non-automatic websites.
5. Tool Dealer Network rights
We reserve the right to modify or terminate the Service for any reason without notice at any time. We reserve the right to refuse service to anyone for any reason at any time. We may, but have an obligation to, remove Materials and Accounts containing content that we determine in our sole discretion are unlawful, incorrect, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Tool Dealer Network customer, Tool Dealer Network employee, member, or officer will result in immediate account termination.
Tool Dealer Network does not pre-screen Materials and it is in their sole discretion to refuse or remove any Materials that is available via the Service.
We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Tool Dealer Network employees and contractors may also be Tool Dealer Network customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
In the event of a dispute regarding account ownership, we reserve the right to request documentation to determine or confirm account ownership. Documentation may include, but is limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
Tool Dealer Network retains the right to determine, in our sole judgment, rightful account ownership and transfer an account to the rightful owner. If we are unable to reasonably determine the rightful account owner, Tool Dealer Network reserves the right to temporarily disable an account until resolution has been determined between the disputing parties.
6. Limitation of liability
We have no obligation to check whether users are using the Site or the Services in accordance with these Terms or any other agreement.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site and the Services for the reconstruction of any lost data. We do not assume any responsibility or risk for your use of the internet.
Our services and all materials on the site are provided “as is” and without warranties of any kind, either express or implied, including implied warranties of merchantability and fitness for a particular purpose. Tool Dealer Network makes no representations or warranties about the accuracy, completeness, or suitability of any of the material on the site, or on any website or websites “linked” to the site. Tool Dealer Network makes no warranty that the site and our services will be available, uninterrupted, timely, secure, error free, or free of viruses or other harmful components. Tool Dealer Network does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.
To the fullest extent permitted by applicable law, under no circumstances will Tool Dealer Network or its affiliates, contractors, or their respective employees have any liability to you for direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if advised of the possibility of such damages) (whether based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, the failure of any limited remedy to achieve its essential purpose, or otherwise) arising out of or in connection with your use of the site or our services or your inability to use the site, our services, site content, or any products or services, or any failure of performance, error, omission, interruption, effect, delay in operation or transmission, computer virus, line system failure, loss of data, or loss of use related to the site, our services, or any website operated by any third party. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Tool Dealer Network partners, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party. If you are dissatisfied with us, the site, our services, or these terms, your sole and exclusive remedy is to discontinue your use of the site and our services.
The failure of Tool Dealer Network to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Tool Dealer Network and govern your use of the Service, superseding any prior agreements between you and Tool Dealer Network (including, but not limited to, any prior versions of the Terms of Service).
You agree that Tool Dealer Network shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Site or our Services. You hereby release Tool Dealer Network, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to our Site or our Services.
If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
8. User Registration
To obtain full access to the Site and our Services, you will be required to complete a registration. You will be asked to (a) provide certain registration details or other information; (b) to establish an account specific to you (“Account”) by choosing the Service Plan to be provided by us under the terms and pricing set forth at https://tooldealernetwork.com; and (c) to pay a registration fee. By signing up for your Account, you agree to pay the fees designated for the Service Plan you selected (“Service Fees”).
To create your Account, to login to the Site, and/or to participate in any Services offered by the Site, you must qualify and agree to the conditions set forth below. Failure to qualify and continuously abide by any of the following conditions constitutes a breach of these Terms and may result in the termination of your Account and authorization to use the Site and the Services. Specifically, you agree that:
• You are either (a) the age of legal consent or (b) you are a minor over the age of thirteen (13) years old and have obtained your parent’s (or your legal guardian’s) permission, for accessing the Site under the laws of any jurisdictions that apply to you.
• Your Account is for your sole use only and must not be used by any third party. You shall not allow any third party to use your Account, password, login, or user ID to access or use the Site, to arrange, enter, and/or participate in Services, or for any other purposes. We take no responsibility for any third party access to your Account. You shall notify us promptly of any unauthorized use of your password and identification and/or breach. You accept responsibility for all activities that occur under your Account, user ID, or password and all such use shall be deemed to be authorized by you;
• You have verified and determined that your use of the Site and the Services does not violate any law or regulation in any jurisdiction that applies to you. It is your sole responsibility to ensure that this is the case.
• You will not use the Site or the Services for fraudulent or otherwise illegal purposes.
• You understand that we may detect your Internet access location, without creating an obligation to do so, and may use techniques which are intended to block or restrict access from a jurisdiction in which participation in the Site or Services is illegal or restricted.
• You will not mask your identity in any way, including without limitation, IP masking or accessing the Site over any type of proxy server.
• You will ensure that all use of your account fully complies with these Terms. We may suspend or terminate your access to the Site and the Services without notice to you in the event that you do not use the Site or the Services for an extended period of time.
9. Verification of Account Information
We reserve the right (but do not undertake the obligation) to conduct a review, at any time, to validate your Account information and/or to ensure that your participation in the Site and use of the Services does not breach these Terms and/or any applicable law. You authorize us and our agents to make any inquiries of you and for us to use and disclose to any third party we consider necessary to validate this information. To facilitate the foregoing validation, you agree to provide sufficient information or documentation as we, in our discretion, may request. IF you do not provide such information within thirty (30) days of our request, if your responses are incomplete or otherwise insufficient, or if we cannot verify the information applicable to your Account, your Account may be terminated.
10. Payment of Fees
Payments to us for Service Fees for your Account must be made using means of payment that we may approve from time to time. We currently require payments be made by a major credit card (i.e., VISA, MasterCard, & American Express). Payments must be made from a payment source on which you are the named account holder. Payments are not refundable for any reason.
By purchasing a monthly subscription, you agree to an initial and recurring Monthly Subscription fee at the then-current Monthly Subscription rate, and you accept responsibility for all recurring charges until your subscription is cancelled. You may cancel your Monthly Subscription at any time, subject to the terms of our cancellation policy. The Service will be billed in 30 day intervals. By purchasing an annual Subscription, you agree to an initial pre-payment for one full year of service. After one year and annually thereafter, you will be billed a recurring Annual Subscription renewal fee at the then-current Annual Subscription rate. You may cancel your Annual Subscription any time before the next billing cycle, subject to the terms of our cancellation policy. We bill your credit card for the Annual Subscription renewal fee in the first month of your next Annual Subscription. When your billing period is over the Account Owner will be sent an email. Users have approximately two weeks to bring up and settle any issues with the billing. If you do not bring any billing problems or discrepancies to our attention within two weeks, you agree that you waive your right to dispute such problems or discrepancies.
We may modify the price, content, or nature of the Services at any time. At our sole discretion, we may grandfather in the prices of certain members based on factors such as sign up date and good standing. Tool Dealer Network will notify members receiving such grandfathered rates prior to the implementation of any price change. We may provide notice of any such changes by email, notice to you upon log-in, or by publishing them on the Website.
All fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (Taxes).
If you are a resident in the U.S., Taxes may apply to your subscription to or purchase of some or all of Tool Dealer Network’s products and services. Any applicable Taxes are based on the rates applicable to the U.S. billing address you provide to us, and will be calculated at the time of purchase of the applicable Taxable Offerings. Such amounts are in addition to fees for the Taxable Offerings and will be billed to the credit card you use to pay for the Taxable Offerings. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate. If we are obligated to pay or collect Taxes on the fees you’ve paid or will pay, you are responsible for such Taxes, and we may collect payment for such Taxes.
If your payment fails or if Paid Services are otherwise not paid for or paid for on time, we may immediately cancel or revoke your access to the Paid Services. If you contact your bank or credit card company to decline or reverse the charge of fees for Paid Services, we may revoke your access to our Services in general. You will be charged a $35 reactivation fee as well as any past due amounts. Following any such non-payment, we may require you to provide a second valid credit card before continuing to use the Services. You authorize us to charge outstanding fees and other amounts due us against any credit card you have on file with us. If you do not pay the outstanding balance or otherwise contact us regarding reactivating your Account within thirty (30) days, we may suspend or terminate your account. We may change our fee structure at any time with thirty (30) days notice. If we do not receive the full amount of outstanding balance within fifteen (15) days of becoming delinquent, a late payment charge of one and a half percent (1.5 %) per month may be added to your bill and immediately become due and payable. We reserve the right to take all steps necessary to collect amounts due from you, including but not limited to legal action and/or using third party collection agencies. You agree to pay us all reasonable attorney’s fees and costs incurred by us to collect any past due amounts.
You agree that we will not be liable for any loss caused by any unauthorized use of your credit card or any other method of payment by a third party in connection with the Site or the Services. You waive your right to dispute any payment made into your Account and you will bear all costs.
Any attempt to defraud, through the use of credit card or other methods of payment in connection with the Site or the Services, or any failure by you to honor charges or requests for payment will result in immediate termination of your Account any may result in civil claims and/or criminal prosecution against you.
In the case of suspected or fraudulent payment, including the use of stolen credentials, by anyone, or any other fraudulent activity, we reserve the right to block your Account. We shall be entitled to inform any relevant authorities or entities (including credit reference agencies) of any payment fraud or other unlawful activity and may employ collection services to recover payments. If your account is more than thirty (30) days past due, and is forwarded to a collections agency, you will additionally be liable for any recovery fees charged by the agency. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, membership overdraft, insufficient funds, and over the credit limit fees.
11. Automatic Renewal, Cancellation, and Termination
To ensure uninterrupted service, recurring Paid Services are automatically renewed. This means that unless you cancel a Paid Service before the end of the applicable subscription period, it will automatically renew, and you authorize us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable subscription fee (as well as any Taxes). By default, your Paid Services will be renewed for the same interval of time as your original subscription period. For example, if you purchase a tooldealernetwork.com annual plan, you will be charged each year for the following 12-month period. We may charge your account up to one month before the end of the subscription period. It is your responsibility to make sure you are checking your email (including any spam or other filters) in order to receive any reminder email we send to you in advance of renewal. The date for the automatic renewal is determined automatically based on the date of the original purchase and cannot be changed. You can view your renewal date by visiting your Manage Purchases page.
You can manage and cancel your Paid Services online. To cancel your plan, go to your Manage Purchases page, click on the plan you wish to cancel, and then follow the instructions to “cancel the subscription.” You may also email email@example.com and then follow the specific instructions indicated to you in Tool Dealer Network’s response.
We may change our fees at any time, or start charging fees for Services that were previously free. When applicable, we may give you advance notice of the fee changes. If you don’t agree with the fee changes, you must cancel your Paid Service. While you may cancel a Paid Service at any time, refunds are issued in our sole discretion, unless otherwise required by applicable law.
Upon termination of the Services by either party for any reason: Tool Dealer Network will cease providing you with the Services and you will no longer be able to access your Account; unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise; and any outstanding balance owed to Tool Dealer Network for your use of the Services through the effective date of such termination will immediately become due and payable in full.
We reserve the right to modify or terminate the Tool Dealer Network Service for any reason, without notice at any time. Without limiting any other remedies, Tool Dealer Network may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance, or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site. You acknowledge that we shall not be liable to you or to any third party for any termination of your access to the Site and/or our Services. If we terminate your Account, all of your Account Data may be deleted.
You may cancel at any time before the end of your first month, and you will not be charged for use of the Services. After the first month, you may cancel your Account before the Renewal Date, and your account will not be renewed, but you will be charged for the use of Services up to the date you cancel your account.
12. Security & Processing of Account Payments
We will implement appropriate technical and organizational measures to ensure a level of security appropriate to the information required for the performance of the Services. If you provide information to us that requires a higher level of security, such as special categories under the General Data Protection Regulation (“GDPR”), you assume the responsibility of properly securing said information and acknowledge that providing any such information to us which is not required for the performance of the Services is a violation of these Terms.
We may use third-party electronic payment processors and/or financial institutions (“ESPs”) to process financial transactions. When initially setting up your Account, you will have the ability to decide which ESP you want to process your payments. By selecting the ESP, you authorize us, as necessary, to instruct such ESPs to handle such transactions. You authorize us to give such instructions on your behalf in accordance with your requests as submitted on the Site for the use of Services. You acknowledge that each ESP has its own terms and conditions of use and that we are not responsible for said terms and conditions. In the event or conflict between these Terms and the ESP’s terms and conditions regarding the Site or the Services, these Terms shall prevail.
Tool Dealer Network's Payments Service does not handle “Card Data” (defined as a cardholder’s account number, expiration date and CVV2) as we do NOT receive or store card holder data. We provide a checkout page which sends “Card Data” to your merchant processor directly at time of checkout processing. We then receive a token which represents the Card Data but does not contain the Primary Account Number. We use this token to perform charge processing, and never receive, store, or use Card Data to perform processing.
13. Modifications, Service Use, & Limitations
Prices for using Tool Dealer Network are subject to change at any time and without notice from Tool Dealer Network. We may modify these Terms from time to time. We will notify you via email or posting on the Site of such modification and will note the date of the last modification. Tool Dealer Network shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service. If you use the Site or the Services after those updates are posted, you are deemed to accept and agree to be bound by those changes. These Terms will continue to apply until terminated either by you or by us as previously described in these Terms.
We will make commercially reasonable efforts to keep the Services operational twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (for which we will provide at least (8) hours prior notice); or (b) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, or other labor problems, or Internet service provider failures or delays.
The Services are a subscription management and data collection services. You acknowledge and agree that: (a) we will not be processing payment transactions on your behalf or on behalf of your customers; (b) we are not a bank or other chartered depository institution; and (c) we will not hold any monies for you or for your customers.
We may occasionally update our services and that means sometimes we have to change the legal terms under which our Services are offered. These Terms may only be modified by a written amendment signed by an authorized executive of Tool Dealer Network, or by the posting by Tool Dealer Network of a revised version. If we make changes that are material, we will let you know by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period, or once the changes become effective. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.
14. Third Party Websites, Optional Tools, & Intellectual Property
We may provide links and pointers or tools to Internet sites maintained by others who are independent from Tool Dealer Network (“Third Party Sites”). We have not reviewed all, nor do we have any control or input of the Third-Party Sites linked to the Site and are not responsible for the content of or any products or services offered on such Third-Party Sites. Tool Dealer Network makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such website. Accessing any other website from the Site is at your own risk and discretion and you should ensure that you are familiar with and approve the terms on which tools are provided by the relevant third party provider(s).
From time to time, Tool Dealer Network may display or otherwise make available promotions, advertisements and/or offers provided by third parties (“Third Party Promotions”). You understand and agree to hold Tool Dealer Network harmless and agree that Tool Dealer Network shall have no liability whatsoever for such Third Party Promotions. If you participate in, click on, or otherwise link to such Third Party Promotions you do so solely at your own risk. Your sole remedy in connection with such Third Party Promotions will be with the third party.
Unless otherwise indicated, all logos, names, package designs, and marks on the Site are trademarks or service marks owned or used under license by us or our business partners. The use or misuse of any of these marks or other information is strictly prohibited. The Agreement does not transfer from Tool Dealer Network to you and any Tool Dealer Network or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Tool Dealer Network. Tool Dealer Network’s logo, and all other trademarks, service marks, graphics, and logos used in connection with Tool Dealer Network or our Services, are trademarks or registered trademarks of Tool Dealer Network or Tool Dealer Network’s licensors. Other trademarks, service marks, graphics, and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any Tool Dealer Network or third party trademarks.
We grant you permission to print individual pages from the Site, unless otherwise expressly noted, for your noncommercial use in learning about and evaluating the services or products offered on the Site. No other permission is granted to you to print, copy, reproduce, distribute, license, transfer, sell, transmit, upload, download, store, display in public, alter, modify, or create derivative works of these materials. This grant of permission is not a transfer of title, and under this permission you may not: use the materials for any commercial purpose, or for any public display (commercial or noncommercial); remove any copyright, trademark, or other proprietary notations from the materials; or transfer the materials to another person or “mirror” the materials on any other server, except as permitted by law.
We make no warranties or representations to you that your use of any materials displayed on the Site will not infringe the rights of third parties. In addition, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the content. Modification or use of this content except as expressly provided in these Terms violates Tool Dealer Network’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by your access to the Site.
Tool Dealer Network understands the value and importance of intellectual property rights and makes every effort to respect the legitimate intellectual property rights of others. Tool Dealer Network does not review all of the material posted on or submitted through the Site and has no responsibility for any content that you may find or access when using the Site, products, or the Services. Tool Dealer Network takes all concerns related to intellectual property seriously and it is our policy, at our discretion and in appropriate circumstances, to cancel, disable or terminate any user’s Account who infringes or appears to infringe the intellectual property rights of others.
15. Privacy & Data Protection
16. Jurisdiction & Legal Responsibility
All materials on the Site are provided solely for the purpose of promoting our operations and products in the United States and its territories. Except to the extent any applicable law provides otherwise, the Agreement and any access to or use of our Services will be governed by the laws of the state of Texas, U.S.A., excluding its conflict of law provisions. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Texas with respect to any dispute or claim arising out of or in connection with this Agreement. We make no representation that the products and services on the Site are appropriate or available for use in other locations. If, despite these conditions, you use the Site or our Services from outside the United States, you are solely responsible for compliance with any applicable local laws.
Tool Dealer Network assumes neither responsibility nor warranty regarding meeting applicable disclosure requirements in your customer communications and notifications, including but not limited to state and federal requirements. You are solely responsible for keeping such disclosure requirements in compliance with applicable authorities.
You agree to indemnify and hold harmless Tool Dealer Network, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement, and Content that you post.
You expressly represent and warrant that your use of our Services and/or associated services and products is not contrary to applicable U.S. Sanctions. Such use is prohibited, and we reserve the right to terminate accounts or access of those in the event of a breach of this condition.
The Agreement constitutes the entire agreement between Tool Dealer Network and you concerning the subject matter hereof. Our failure to strictly enforce any right against you shall not constitute a waiver thereof. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You acknowledge and agree that Tool Dealer Network may amend this Agreement from time to time by posting the relevant amended and restated Addendum on Tool Dealer Network’s website, and such amendments to the Agreement are effective as of the date of posting. Your continued use of the Services after the amended Addendum is posted to Tool Dealer Network’s website constitutes your agreement to, and acceptance of, the amended Agreement. If you do not agree to any changes to the Agreement, do not continue to use the service.