1. ReTool is a Marketplace/Venue
(A) Age: ReTool is fully committed to compliance with the Children’s Online Privacy Protection Rule (“COPPA”) as well as applicable contract law. Accordingly, ReTool's services are available only to, and may only be used by, individuals who are 18 years of age and older who can form legally binding contracts. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. ReTool may, in its sole discretion, refuse to offer access to, or use of the Site to, any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions. Individuals under the age of 18 must at all times use ReTool's services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all such cases, the adult is the User and is responsible for any and all activities.
(C) Password: Your password is your responsibility. Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify ReTool of any unauthorized use of your password or any breach of security. You also agree that ReTool cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. Except for password managers used in accordance with best practices, you agree not to provide your username and password information in combination to any other party other than ReTool without ReTool's express written permission.
(D) Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on ReTool you must provide and maintain valid payment information such as valid credit card information, contact information and/or a valid PayPal account.
(E) Account Transfer: You may not transfer or sell your ReTool account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
3. Fees and Services
Joining and setting up a shop on ReTool is free. ReTool does not charge fees to list an item for sale. ReTool does not charge a percentage of the sale price to the seller when the item sells. ReTool charges the buyer a percentage of the sales price when an item is purchased to protect the buyer from a covered loss.
BUYER PROTECTION SERVICE
Buyer Protection. Buyer Protection is added for a fee to every purchase made on the Site. Buyer Protection enables a Buyer to seek a refund in certain circumstances, as further described in this Section 3. The Buyer Protection Fee is calculated as follows:
- A fixed amount of $0.75; plus
- An amount equal to 3.5% of the Item price agreed between the Buyer and the Seller (not including shipping costs, any additional costs and applicable taxes).
Process for Receiving a Refund Under Buyer Protection. Buyer Protection includes the right for a Buyer to seek a refund in the event (i) an Item is lost during shipping or (ii) the delivered Item is damaged or (iii) is significantly not as described in the listing for the Item. In such circumstances, the Buyer must report the issue to ReTool within two (2) days after the date the Item is marked as ‘delivered’ in ReTool’s system (such 2-day period, the “Dispute Filing Period”). If there is a mistake in the reported ‘delivered’ date and the item has not been actually delivered to the Buyer, the Buyer must still report the issue within the Dispute Filing Period otherwise the Transaction will be marked as completed. To report an issue to ReTool, the Buyer must, within the Dispute Filing Period, contact ReTool. Otherwise, the Transaction will be completed and money will be transferred to the Seller.
Items Lost During Shipping. If the Buyer did not receive an Item, the Buyer must contact ReTool explaining the issue within the Dispute Filing Period. This will suspend the Transaction and the Total Price will be retained until ReTool investigates where the Item is and receives confirmation from the shipping provider that the Item is confirmed lost. Once the Item has been confirmed as lost, ReTool will issue a refund to the Buyer for the Total Price.
Damaged Items or Significantly Not As Described Items. If the Buyer receives an Item that has been damaged during shipment or is significantly not as described in the Item’s listing, the Buyer must inform ReTool explaining the issue within the Dispute Filing Period. This will suspend the Transaction and the Total Price will not be released to the Seller until the following process is complete:
(i) The Buyer and Seller can resolve the issue between themselves in their Private Messages and ReTool will not interfere.
(ii) If the Buyer and the Seller are unable to resolve the issue directly, the Buyer or the Seller can escalate the issue to ReTool. After ReTool has reviewed the issue, if ReTool agrees that the Item indeed does not substantially comply with the description provided by the Seller in the Item listing or that the item was damaged during transit, ReTool will cancel the Transaction and issue a refund to the Buyer after the Buyer confirms that the Item has been shipped back to the Seller. ReTool does not provide return shipping services. Shipping costs for returning an Item are the responsibility of the Buyer, unless the Buyer and the Seller agree otherwise. If the Buyer does not send the Item back within the period stipulated by ReTool, the Buyer may not be eligible to receive a refund under Buyer Protection.
(iii) If the Buyer and the Seller resolve the issue privately after having already contacted ReTool’s Customer Support, the Users must inform ReTool that the issue has been resolved.
(iv) With respect to an Item that a Buyer has reported is significantly not as described in the Item’s listing, if ReTool determines that the Item complies with the description provided by the Seller in the Item listing, then the Buyer shall not be eligible for a refund through ReTool and ReTool will complete the Transaction. After the Transaction is completed and the money is released to the Seller, the Buyer can try to negotiate directly with the Seller for the return of the Item (e.g., agreement on reimbursement, return shipping fees, etc.); however, the Seller may refuse to cooperate with the Buyer on the grounds that the Transaction has been fulfilled from the Seller side.
No Refund. If there is something wrong with the Item received by the Buyer or the Item was not received by the Buyer butnthe Buyer does not contact ReTool within the Dispute Filing Period
the Transaction will be completed automatically and the Buyer will not be entitled to a refund under Buyer Protection for that Item and the money that the Seller is entitled to for the Transaction will be released to the Seller.
Not Insurance. Buyer Protection is not insurance services or legal protection guarantee services.
Acknowledgment that ReTool makes Final Decisions. Users agree to comply with the process for receiving a refund under Buyer Protection and to permit ReTool to make the final decision on any Buyer Protection related issue.
Refunds for Bundles.
ReTool’s Billing Policy, which is subject to change, is incorporated into this Agreement by reference. Changes to the Billing Policy and the fees for ReTool's services are effective immediately after posting the changes on the Site to the fullest extent permitted by law, or otherwise immediately after the minimum period permitted by law. ReTool may also choose to temporarily change the Billing Policy and the fees for ReTool's services for promotional events; such changes are effective when ReTool posts the temporary promotional event on the Site or otherwise notifies you of the change.
Fees and Termination: If ReTool terminates a listing or your account, if you close your account, or if the payment of your ReTool fees cannot be completed for any reason, you remain obligated to pay ReTool for all unpaid fees plus any penalties, if applicable. If a user's account is not paid in full and becomes past due, the user risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel). YOU HEREBY EXPRESSLY AGREE THAT RETOOL MAY CHARGE YOUR CREDIT CARD, OR ANY OTHER METHOD OF PAYMENT, ON FILE FOR ANY AND ALL OUTSTANDING OR DELINQUENT FEES OR BALANCES AND WAIVE ANY AND ALL CLAIMS AGAINST RETOOL FOR EXERCISING THIS RIGHT (INCLUDING, FOR EXAMPLE, USING YOUR CONTACT INFORMATION TO AID IN COLLECTING PAYMENT). If you have a question or wish to dispute a charge, contact ReTool.
4. Content License
(A) Your Content: ReTool does not claim ownership rights in content you place on the Site or in your listings (the “Content”). You grant ReTool a license solely to enable ReTool to use any information or Content you supply ReTool with, so that ReTool is not violating any rights you might have in that Content. You grant ReTool a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights and any other rights necessary to effectuate ReTool's ability to use the content consistent with this license that you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow ReTool to store or re-format your Content on ReTool and display your Content on ReTool in any way as ReTool chooses. ReTool can also use any transactional information including sale date and final price for sales completed on ReTool as it sees fit.
(C) Re-Posting Content: By posting Content on ReTool it is possible for an outside website or a third party to re-post or index that Content. You agree to hold ReTool harmless for any dispute concerning this use, along with the limitations on liability and indemnification provisions below. If you choose to display your own ReTool-hosted image on another website, the image must provide a link back to its listing page on ReTool.
(D) Idea Submissions: ReTool considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the "Material") to be non-confidential and non-proprietary, and ReTool shall not be liable for the disclosure or use of such Material. If, at ReTool s request, any member sends Material to improve the site (for example through the Forums or to customer support), ReTool will also consider that Material to be non-confidential and non-proprietary and ReTool will not be liable for use or disclosure of the Material. Any communication by you to ReTool is subject to this Agreement. You hereby grant and agree to grant ReTool, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, make, use, sell, offer to sell, import, export, publicly display, publicly distribute, create derivative use from, publish and in all other ways exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.
5. Information Control
ReTool does not control the Content provided by users that is made available on ReTool. You may find some Content to be offensive, harmful, inaccurate, or deceptive. ReTool users must be eighteen or over, but there are risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using ReTool, you agree to accept such risks and expressly agree that ReTool (and ReTool's officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on ReTool. Please use caution, common sense, and practice safe buying and selling when using ReTool.
Other Resources: ReTool is not responsible for the availability of outside websites or resources linked to or referenced on the Site. ReTool does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that ReTool shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.
6. Disputes, Arbitration, Class Waiver, Waiver of Claims and Venue
(A) JAMS: In the event a dispute arises between you and ReTool please contact ReTool. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Morris County, New Jersey, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith.
(B) Class Action and Collective Action Waiver: The parties agree to arbitrate solely on an individual basis, and this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The tribunal shall rule on its own jurisdiction and the validity or enforceability of the agreement to arbitrate.
(C) Enforcement of Arbitration Judgment: Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
(D) Jurisdiction and Venue: For all purposes of any injunctive or equitable proceeding, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in New Jersey. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.
(E) Limitations Period: You and ReTool agree that any cause of action arising out of or related to the Site, Services or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
(F) Intra-User Disputes and EU Dispute: In the event that you have a dispute with another ReTool user or third party, we encourage you to contact the other party and try to resolve the dispute directly. Should you have a dispute with one or more users, or an outside party, YOU RELEASE RETOOL (AND RETOOL'S OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. ReTool encourages users to report any unlawful activity to your local law enforcement, and to use a certified mediation or arbitration entity, as applicable.
For disputes located in the EU, the European ADR Directive ( EU Directive 2013/11 / EU) on Alternative Dispute Resolution may be used. The Online Dispute Resolution (ODR) platform for these issues is located here. Users will be obliged to provide their email address in order to use the ODR platform.
(G) Order Disputes: Issues related to transactions on ReTool can usually be resolved via direct communication between the buyer and the seller. If a buyer and seller are unable to resolve a dispute, ReTool may be able to help.
ReTool does so in ReTool's sole discretion, and ReTool has no obligation to resolve disputes between users or between users and outside parties. To the extent that ReTool attempts to resolve a dispute, ReTool will do so in good faith based solely on ReTool's policies. IN THE EVENT RETOOL INVOLVES ITSELF IN A DISPUTE BETWEEN CUSTOMERS, YOU EXPRESSLY WAIVE AND RELEASE RETOOL (AND RETOOL'S OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE DISPUTE.
If you are a party to a dispute, ReTool may contact you while attempting to resolve the dispute. If you do not respond to ReTool's inquiry regarding a dispute within forty-eight (48) hours, ReTool reserves the right to resolve the dispute at its discretion and you agree that any such resolution will be binding on you.
(H) Feedback: RETOOL WILL NOT AMEND, ALTER OR OTHERWISE CHANGE FEEDBACK LEFT BETWEEN USERS UNLESS THE CONTENT IS FALSE, UNREASONABLY INFLAMMATORY OR OTHERWISE IN VIOLATION OF RETOOL'S POLICIES AS DETERMINED BY RETOOL IN ITS SOLE DISCRETION. FULLY REFUNDED ORDERS ARE NOT ELIGIBLE FOR FEEDBACK.
(I) Full Waiver: YOU EXPRESSLY WAIVE AND RELEASE RETOOL (AND RETOOL'S OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SITE, SERVICES OR YOUR USE OF THE SAME.
ReTool does not support layaway transactions. If you engage in an offsite layaway plan, ReTool will mark the item as paid and the seller will be solely responsible for tracking and enforcing the order.
8. Email, Text and Fax Communications
By using the Site and services available on the Site, you agree that you have an established business relationship (EBR) with ReTool and hereby waive any and all claims under the Telephone Consumer Protection Act (TCPA) as they relate to email, text message or fax communications from ReTool. You hereby expressly consent to communications of any kind from ReTool to the fullest extent permissible by law.
When you register for an account, subscribe to a newsletter, or provide us with your email address or phone number, you will receive notice of and agree to receive marketing emails and messages from us. You can unsubscribe at any time from marketing emails or messages through the opt-out link included in marketing emails or messages, or by reaching out to ReTool. Please note that some changes to your account settings may take a few days to take effect.
9. ReTool's Intellectual Property
ReTool, and other ReTool graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of ReTool in the U.S. and/or other countries. ReTool's trademarks and trade dress may not be used, in any manner, without the prior express written consent of a duly authorized representative of ReTool.
10. Access and Interference
ReTool may contain robot exclusion headers which contain internal rules for software usage. Much of the information on ReTool is updated on a real-time basis and is proprietary or is licensed to ReTool by ReTool's users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access ReTool for any purpose whatsoever, except to the extent expressly permitted by ReTool's with prior express written permission. Additionally, you agree that you will not take any action that imposes, or may impose, in ReTool's sole discretion, an unreasonable or disproportionately large load on ReTool's infrastructure. You will not copy, publicly reproduce, modify, create derivative works from, publicly distribute or publicly display any user Content, including via use of plug-ins, extensions, applications or scripts that interfere with the Content, features, or functions of the Site or Services. You will not interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site. And you will not bypass ReTool's robot exclusion headers or other measures ReTool may use to prevent or restrict access to ReTool.
12. No Warranty
RETOOL IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT WE’RE NOT PERFECT AND SOMETIMES THINGS CAN GO WRONG. YOU UNDERSTAND THAT OUR SITE AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
WE DO NOT GUARANTEE THAT: (I) THE SITE OR SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SITE OR SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SITE OR SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SITE OR SERVICES SOLELY AT YOUR OWN RISK.
RETOOL’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS PROVIDE RETOOL’S SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. RETOOL’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AGENTS AND SUPPLIERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM RETOOL SHALL CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. Limitation of Liability
IN NO EVENT SHALL RETOOL, AND (AS APPLICABLE) RETOOL’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, RETOOL’S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. RETOOL’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF RETOOL’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO RETOOL IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. CITES and Claims Release
The Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES) is an international agreement intended to limit cross-border trade in endangered plants, woods and wildlife. Among the endangered species included in CITES are all forms of Rosewood including, but not limited to, Brazilian Rosewood, Panamanian Rosewood, Black Rosewood, African Rosewood and Honduran Rosewood. For years, Rosewood has been used to manufacture tools dictating that the cross-border transfer of tools containing even limited amounts of Rosewood may be subject to the prohibitions set forth in CITES. Accordingly, by selling and shipping a tool internationally, you acknowledge that ReTool has informed you of the potential prohibitions set forth in CITES. AS SUCH, YOU AGREE TO ACCEPT AND ASSUME ANY AND ALL RISKS, INCLUDING FINANCIAL LOSS, INJURY, DAMAGE, DESTRUCTION OR CONFISCATION OF YOUR PROPERTY DUE TO VIOLATIONS OF CITES. YOU AGREE THAT YOU HAVE CAREFULLY READ THIS PROVISION AND HEREBY RELEASE ANY AND ALL CLAIMS AGAINST RETOOL RELATED TO FINANCIAL LOSS, INJURY, DAMAGE, DESTRUCTION OR CONFISCATION OF YOUR PROPERTY DUE TO VIOLATIONS OF CITES AND AGREED TO HOLD RETOOL AND ITS OFFICERS, EMPLOYEES AND AGENTS HARMLESS AGAINST ANY SUCH CLAIMS. YOU ACKNOWLEDGE THAT THIS IS A COMPLETE RELEASE OF LIABILITY AGAINST RETOOL WITH RESPECT TO CLAIMS ASSOCIATED WITH CITES.
We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.
16. No Guarantee of Continuous Service
ReTool does not guarantee continuous, uninterrupted access to the Site and no SLA representations or guarantees are included herein. Operation of the Site may be interfered with by numerous factors outside ReTool's control.
17. Copyright Policy & Intellectual Property Policy
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. Additional laws apply to trademark rights and other types of rights in the U.S. and worldwide. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining all necessary prior written consents of the owner(s) of such proprietary rights. If you do so repeatedly on the Site, you will be removed as a user.
18. Trademarks for Modified Tools
Users of the Site who engage in modifications of tools or gear may be prohibited from referring to those items by their original trademarked names. Enforcement remains the responsibility of the trademark owner, but ReTool will apply its intellectual property policy in the enforcement of legitimate trademarks. As a user, you are prohibited from using trademarked names or logos without all necessary written permission(s) from the trademark owner(s).
19. ReTool Sites
20. ReTool Integrations
Your use of ReTool Integrations indicates your assent to ReTool's Terms and Policies contained herein. By utilizing ReTool Integrations, you acknowledge that ReTool is providing an integration of the ReToolco.com platform with third party platforms providing e-commerce and other digital services and solutions (collectively the “Third Party Service Providers”). You are subject to all applicable Third Party Service Providers’ terms of service by utilizing ReTool Integrations. While ReTool is providing ReTool Integrations, maintenance, design, content and compliance with federal, state and local laws remains your responsibility as the ReTool Integrations user. You hereby waive any and all claims against ReTool its officers, directors, employees and agents related to the use, maintenance, design and content of your ReTool Integration(s). You acknowledge that you are responsible for compliance with federal, state and local laws applicable to your ReTool Integration(s). You further agree to indemnify and hold ReTool harmless for any third party claims or complaints associated with your use of ReTool Integration(s). ReTool Integrations are provided “as is” and with all faults. DO NOT UTILIZE RETOOL INTEGRATIONS IF YOU DO NOT AGREE WITH THESE TERMS.
21. ReTool Guide
The Price Guide is a tool for ReTool users that bases its information on recent transactions on the Site or relevant external market data. ReTool does not warrant its accuracy nor guarantee that items will sell within the stated parameters.
22. Your Responsibility for Legal Compliance and Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any ReTool service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Site (excluding any taxes on ReTool's net income). This includes sales and/or use taxes applicable in each jurisdiction, depending on the threshold required for collection. This responsibility may include applicable customs and fees for import and export sales; ReTool assumes no responsibility for any losses, fees, or confiscations related to importing and exporting products purchased through ReTool.
For seller income tax purposes, as of January 1, 2022, if you receive $600 or more in gross sales through the site, exclusive of ReTool's fees, you will receive a Form 1099-K from ReTool and may be obligated to pay federal or state tax on your taxable income. ReTool is not responsible, in any manner, for paying taxes on your earnings or your use of the Site. ReTool cannot provide tax advice. Please contact your tax professional to determine whether or not you have a tax liability.
23. Proposition 65 - California
The California Safe Drinking Water and Toxic Enforcement Act of 1986 (“Prop 65”) requires manufacturers, producers, packagers, importers, suppliers or distributors (the “Notice Parties”) of products to provide warnings to California consumers about potentially hazardous or cancer-causing materials in those products. Notice Parties are encouraged to include a warning that lists the specific chemicals in the product(s) if they are present in an amount that may be hazardous. Example warnings could read:
WARNING: This product can expose you to chemicals, including [name of chemical], which is/are known to the State of California to cause cancer. For more information, go to www.P65Warnings.ca.gov.
WARNING: This product can expose you to chemicals, including [name of chemical], which is/are known to the State of California to cause birth defects or other reproductive harm. For more information, go to www.P65Warnings.ca.gov.
We encourage all ReTool users who sell to California residents to investigate the requirements and to make independent determinations about whether warnings are necessary when selling items to California residents. You can include warnings in your item descriptions on ReTool. You agree to indemnify and hold ReTool harmless for any violations of Prop 65 or any claims arising out of your violation of Prop 65.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
25. No Agency
You and ReTool are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
26. Modification of Service or Terms and Policies
27. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of New Jersey, excluding its conflicts of laws rules, and the United States of America.
28. Sanctioned Countries, Politically Exposed Persons and Endangered Species
All Sections which are intended by their terms to survive the expiration of this Agreement shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given to the email address you provide to ReTool (either during the registration process or when your email address changes), by notice posted to your user dashboard or by notice posted to the Site. Notice shall be deemed given 24 hours after email is sent or notice is posted. Alternatively, ReTool may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to ReTool. In such case, notice shall be deemed given three days after the date of mailing.
The services hereunder are offered by ReToolco.com, LLC.
Effective Date: January 19, 2022