Terms of Service

These Terms are a contract between you and FriendsWithTools LLC, a Colorado limited liability company ("FriendsWithTools," "we," "our," or "us"), of 1500 N Grant St #5939, Denver, CO 80203.

By creating an account or using FriendsWithTools (the "Service") you agree to these Terms. If you do not agree, do not use the Service.

Please read section 14, on liability, and section 15, on arbitration and the class action waiver. They affect your legal rights, including how disputes get resolved.

You must be at least 18 and able to enter a binding contract. The Service lets users create borrowing agreements and, on the Commercial tier, digital waivers. By using it you confirm that you are 18 or older and can enter these agreements.

If we learn a user is under 18 we will close the account.

FriendsWithTools is a private coordination platform for sharing information about tools and arranging exchanges. It includes optional Nearby features for finding members near you who have opted in.

• The Service does not handle payments between users
• The Service does not verify tools, ownership, condition or safety
• The Service does not inspect, test, certify or maintain any tool
• The Service does not settle disputes
• The Service does not run background checks on any user
• All physical exchanges happen offline and at your own risk

FriendsWithTools is not a party to any agreement or exchange between users.

Tiers

Free. Core tool sharing for personal, non commercial use. Premium. SMS notifications, more tool management, data export, calendar sync, vacation mode, custom categories. Commercial. Everything in Premium plus photo documentation, digital waivers, calibration tracking and trade categories. For makerspaces, contractors, tool libraries and equipment sharing organisations. Community. Group level subscriptions that give Premium features to all members, billed to a group administrator.

Current pricing is on our pricing page and in the app.

Automatic renewal

YOUR SUBSCRIPTION RENEWS AUTOMATICALLY. When you subscribe you authorise us, or Apple or Google depending on where you subscribed, to charge your payment method the then current price at the start of each billing period, monthly or annually as you chose, until you cancel.

• You will be charged the amount and at the interval shown at checkout.
• Cancel any time, effective at the end of the current billing period. You keep paid features until then.
• Cancel at least 24 hours before the period ends to avoid the next charge.
• We do not refund partial billing periods. Refunds for App Store or Google Play purchases are handled by Apple or Google under their own policies.
• If a payment fails, your subscription may drop to the free tier after a grace period.
• For annual plans we will remind you before each renewal.

How to cancel

• Subscribed on the web: Settings, then Billing, then Cancel subscription. No email, phone call or chat is required.
• Subscribed on iOS: the Settings app, your name, then Subscriptions.
• Subscribed on Android: Google Play, then Payments and subscriptions, then Subscriptions.

These renewal terms are also shown at the point of purchase, before you enter payment information.

Free tier is for personal, non commercial use. You may not use it for business or professional purposes, advertise paid services through it, operate as a contractor, landlord or commercial operator through it, or earn income from others through it.

Commercial tier. If you run a makerspace, tool library, contracting business or similar organisation, subscribe to the Commercial tier.

If we think the free tier is being used commercially we will tell you and give you a fair chance to upgrade or explain before we act.

You agree not to:

• Use the Service for anything illegal
• Harass, threaten, stalk or abuse anyone
• Misrepresent tools, ownership, condition or availability
• Behave unsafely or deceptively
• Get around access controls or restrictions
• Send unsolicited messages or spam through any channel on the Service
• Try to reach another user's account or data
• Scrape, crawl or bulk download content
• Upload content you have no right to upload

6A. Prohibited Items

The Service is for sharing tools and equipment. You may not list, offer or arrange to transfer:

• Firearms, ammunition, firearm components, or firearm manufacturing equipment
• Explosives, fireworks or destructive devices
• Controlled substances, drug paraphernalia, or equipment whose main purpose is making them
• Hazardous or regulated materials, including compressed flammable gases, pesticides needing an applicator licence, and radioactive sources
• Anything you are legally barred from possessing or transferring
• Anything needing a licence, permit or certification to operate or transfer, unless both people hold it
• Medical devices, and anything presented as providing a medical benefit
• Motor vehicles, trailers and watercraft that require registration
• Counterfeit, stolen or recalled goods

We may remove any listing and suspend any account that breaks this section.

If you subscribe to a Premium or Commercial plan you can opt into SMS notifications.

• Opt in is explicit. You verify your phone number with a one time code, then separately turn SMS on. It is never on by default.
• Message types. Verification codes, borrow request alerts, loan updates, and due date or overdue reminders.
• Frequency varies with your activity.
• Message and data rates may apply from your carrier.
• Opt out by replying STOP to any message, turning SMS off in settings, or removing your phone number.
• Help. Reply HELP or write to [email protected].
• Carriers are not liable for delayed or undelivered messages.

Nearby is opt in and off until you turn it on. It can connect you with people you have not met and who are not your friends. We do not verify identity and we run no background checks. Use the same judgement you would use meeting anyone new, and see section 3.

You can turn Nearby off and remove your stored location at any time.

Users can create borrowing agreements in the app, which may state the tool, a return date and a replacement value.

Borrowing agreements are between the participating users. FriendsWithTools does not enforce, guarantee or settle them, is not a party to them, and does not insure, indemnify or reimburse anyone for loss, damage or theft. We provide the drafting tool as a convenience.

9A. Group Chat and Moderation

Each group has one shared conversation. Every member of the group can read it, including members who join after a message was posted.

Group admins can moderate. An admin can delete any message in their group and can remove members.

What deleting does. You can delete a message you sent, and an admin can delete anyone's. The message stops being visible to members and shows as removed. The original text is retained in a separate record that group admins of that group can read. The person who wrote it cannot read it back after deleting. We keep it so admins can handle reports and see what was removed.

Deletion in group chat removes a message from view. It is not an erasure. If you would rather text not exist in that record, do not post it. The Privacy Policy section 6 explains this and section 10 covers how long it is kept.

You are responsible for what you post and for how you deal with other users. FriendsWithTools does not guarantee the accuracy, safety or reliability of any user content, including listings, borrowing agreements, waivers and messages.

Your content stays yours

You keep ownership of everything you upload: your photos, listings, descriptions and messages ("Your Content").

You grant FriendsWithTools a non exclusive, worldwide, royalty free, sublicensable licence to host, store, reproduce, resize, re encode, adapt and display Your Content, only to operate and provide the Service to you and to the people you chose to share it with. This licence exists so we can do ordinary technical things: store your photo, strip its embedded metadata, generate the smaller versions used in listings and thumbnails, back it up, and show it to your group.

It ends when you delete the content or your account, except for copies in routine backups until they are purged on the schedule in the Privacy Policy, and except where another user already holds a copy the Service delivered to them.

This licence does not let us use Your Content in advertising or marketing, sell or license it to anyone else, or train machine learning models on it. If we ever want to feature your content in marketing, we will ask you first.

What you promise about what you list

By listing a tool you confirm that: you own it or are allowed to share it; it is described accurately, including brand, model and condition; your content infringes nobody's intellectual property; the photos are your own images rather than stock or manufacturer images; and the information you give is accurate and current.

Trademarks

Brand names, product names and trademarks shown on FriendsWithTools, including DeWalt, Milwaukee, Makita, Ryobi and Bosch, belong to their owners. Those owners are not affiliated with FriendsWithTools, and naming a product does not imply endorsement or sponsorship. Brand names appear only to identify tools that users list.

Indemnification

You agree to defend, indemnify and hold harmless FriendsWithTools, its officers, directors, employees and affiliates from claims, damages, obligations, losses, liabilities, costs and expenses, including reasonable legal fees, arising from your use of the Service, your breach of these Terms, your breach of anyone's rights including intellectual property rights, or any claim that your content infringes a third party's intellectual property. This survives termination.

Copyright complaints

We respond to notices of claimed copyright infringement under the Digital Millennium Copyright Act, 17 U.S.C. section 512.

Designated agent

FriendsWithTools LLC 1500 N Grant St #5939 Denver, CO 80203 Telephone: (720) 999-9906 Email: [email protected]

Registered with the U.S. Copyright Office, registration number DMCA-1080121.

A notice must include a signature of the owner or their agent, identification of the work claimed to be infringed, identification of the material said to infringe with enough detail for us to find it, your contact information, a statement that you believe in good faith the use is not authorised, and a statement under penalty of perjury that your information is accurate and that you may act for the owner.

Counter notice. If your material was removed and you think that was a mistake, send a counter notice to the agent above with your signature, identification of the removed material and where it was, a statement under penalty of perjury that you believe it was removed by mistake, and your name, address and phone number with your consent to the jurisdiction of the federal district court for your address. We may restore the material in 10 to 14 business days unless the complaining party files a court action.

Repeat infringers. We will end the accounts of users who repeatedly infringe, in appropriate cases.

Send trademark and other non copyright complaints to [email protected].

Our role

FriendsWithTools is a platform that lets users share tools with one another. We do not manufacture, own, inspect or endorse any tool listed, we are not affiliated with any tool manufacturer, and we make no representation about the condition, safety or fitness of any listed tool.

Commercial tier users can create waiver templates and require a signature before lending.

The full text of the waiver is shown to the signer before they sign. We record a signature only where the signer's device has fetched the current waiver text and that text has not changed since. If the waiver is edited between being read and being signed, the signature is refused and the signer is asked to read it again. We record the signature with a timestamp, the signer's IP address, and a stored copy of the exact text that was signed.

We cannot verify that a person has read a document, and we do not claim to. What we record is the text that was presented and unchanged at the moment of signature.

Waivers are between the participating users or organisations. FriendsWithTools does not draft, review, validate or enforce waiver content, and offers no opinion on whether any waiver is enforceable anywhere. Nothing in the Service is legal advice. Enforceability varies a lot between states, and some states limit or void pre injury releases entirely. Organisations relying on waivers should have them reviewed by a lawyer licensed in their state.

Waivers signed by minors are generally unenforceable, and in many states a parent cannot validly waive a minor's claims. Organisations serving minors should not rely on this feature for that.

We may warn you, suspend access, remove content or close accounts.

Where it is practical, and unless doing so would put another user or the Service at risk, we will tell you what happened and give you a way to respond.

If we close your account for a reason other than your breach of these Terms, we will refund the unused part of any prepaid subscription period. If we close it for your breach, no refund is due.

You can close your account at any time in Settings.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, AND ANY WARRANTY ABOUT THE SAFETY, CONDITION OR SUITABILITY OF ANY TOOL LISTED BY A USER.

WE DO NOT GUARANTEE THE DELIVERY, TIMING OR ACCURACY OF SMS MESSAGES OR PUSH NOTIFICATIONS, WHICH DEPEND ON CARRIERS AND SERVICES OUTSIDE OUR CONTROL.

Some states do not allow certain warranties to be excluded, so some of these may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) Excluded damages. FRIENDSWITHTOOLS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, EVEN IF WE WERE TOLD THEY WERE POSSIBLE.

(b) Excluded subject matter. WE WILL NOT BE LIABLE FOR INJURY, LOSS OR DAMAGE ARISING FROM THE USE, CONDITION OR FAILURE OF ANY TOOL; THEFT, DAMAGE OR DISPUTES BETWEEN USERS; THE TERMS, BREACH OR ENFORCEMENT OF ANY BORROWING AGREEMENT OR WAIVER BETWEEN USERS; THE CONDUCT OF ANY USER, ONLINE OR OFFLINE; OR FAILED OR DELAYED SMS OR PUSH DELIVERY.

(c) Cap. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (i) WHAT YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS ($100).

(d) What this does not limit. Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including liability for our own fraud or fraudulent misrepresentation, gross negligence, or wilful misconduct, or for death or personal injury caused by our negligence where the law prohibits excluding it.

(e) Allocation of risk. You acknowledge these limits are a basic part of the bargain and that we would not provide the Service without them.

Some states do not allow certain damages to be limited, so parts of this section may not apply to you.

Your use of the Service is at your own risk.

Governing law

These Terms are governed by the laws of the State of Colorado, without regard to conflict of law principles, except that the Federal Arbitration Act governs the arbitration provisions below. Nothing here takes away the protection of consumer protection laws in the state where you live that cannot be waived.

Talk to us first

Before starting arbitration, write to [email protected] describing the dispute and what you want. We will do the same before bringing a claim against you. If it is not resolved within 60 days, either of us may go ahead. This step is a condition, but the clock on your claim is paused while it runs.

Your right to opt out of arbitration

You may opt out of this arbitration agreement and the class action waiver within 30 days of first accepting these Terms by writing to [email protected] with the subject "Arbitration Opt-Out" and stating your name and your account email address. Opting out will not affect your account or your use of the Service in any way. If you opt out, disputes go to the courts described below.

Agreement to arbitrate

Except as stated below, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration, administered by JAMS under its Consumer Arbitration Minimum Standards and Streamlined Rules, or, if JAMS is unavailable, by the AAA under its Consumer Arbitration Rules. The arbitrator decides everything except that a court decides whether the class action waiver and the batching provision are enforceable.

Where. Arbitration will be conducted on documents or by video where the rules allow. If an in person hearing is needed it will be in the county where you live or somewhere else you agree to. You will not be required to travel to Colorado.

Fees. For claims under $10,000, FriendsWithTools will pay all filing, administrative and arbitrator fees, other than your initial filing fee up to what it would cost to file in your local court. For larger claims, fees follow the administrator's consumer rules. Each side pays its own legal fees unless a statute or the arbitrator says otherwise.

What stays out of arbitration

• Small claims. Either of us can bring an individual claim in small claims court if it qualifies.
• Intellectual property. Either of us can ask a court for an injunction to protect intellectual property or to stop unauthorised access to the Service.
• Public injunctive relief. Nothing here waives any right to seek public injunctive relief in a court where that right cannot lawfully be waived. Any such claim is severed and paused while the rest is arbitrated.

Class action waiver

YOU AND FRIENDSWITHTOOLS AGREE THAT EACH MAY BRING CLAIMS ONLY INDIVIDUALLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or run any representative proceeding, and may award relief only to the individual seeking it.

If this class action waiver is found unenforceable for a particular claim, that claim, and only that claim, leaves arbitration and proceeds in court. The rest of this section 15 stays in force.

Mass filings

If 25 or more similar claims are filed against FriendsWithTools by or with the coordination of the same counsel, we will work with the administrator to group them into batches of no more than 50, each decided by one arbitrator with one set of fees. The clock on unfiled claims is paused while batches proceed.

Severability and survival

If any part of this section 15 other than the class action waiver is unenforceable, it is severed and the rest stands. This section survives termination.

Changes

If we change this section 15, the change does not apply to any dispute we already knew about, and you get another 30 days to opt out.

We may update these Terms. The date at the top shows when. For material changes we will tell you through the Service or by email before they take effect and ask you to review and accept the updated Terms. Where we ask for acceptance, we may limit access until you accept.

We record which version you accepted and when.

Entire agreement. These Terms and the Privacy Policy are the whole agreement between you and us about the Service. Severability. If any provision is unenforceable, the rest stays in effect. No waiver. If we do not enforce a provision, we have not waived it. Assignment. You may not assign these Terms. We may assign them to an affiliate or in connection with a merger or sale of assets. Force majeure. Neither of us is liable for delays caused by events beyond reasonable control. Survival. Sections 10, 13, 14, 15 and 17 survive termination.

FriendsWithTools LLC 1500 N Grant St #5939 Denver, CO 80203

General: [email protected] Legal and intellectual property: [email protected] Copyright, including DMCA notices: [email protected] Privacy: [email protected]