Terms and Conditions
Please read these ("Terms", "Terms and Conditions") carefully before using the Sparetoolz mobile application (the "service") operated and maintained by Tako Agency, LLC ("us", "we", or "our"). Tako Agency, LLC is the entity with which you are contracting. Its address is 6153 Mehrten Circle Rocklin CA 95765.
Your access to, and use of, the Service is conditioned upon your acceptance of and compliance with these Terms, INCLUDING THE BINDING ARBITRATION PROVISION CONTAINED HEREIN. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
PLEASE BE ADVISED:
THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT RESOLVING DISPUTES.
Generally, the clause and waiver govern how claims that you and we have against each other are resolved. It also contains an arbitration agreement which requires you to submit claims you have against us to binding and final arbitration. This means that unless you opt out of the clause and waiver (i) you will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (ii) you will only be permitted to seek relief (including, without limitation, monetary, injunctive, and declaratory relief) on an individual basis.
You may opt out of the Binding Arbitration Clause and Class Action Waiver. If your waiver is validly and timely received, neither you nor Tako Agency, LLC can require the other to participate in an arbitration proceeding.
To opt out, you must notify us in writing within 30 days of the date that you first became subject to these Terms. You must use one of the following physical or email addresses to opt out:
6153 Mehrten Circle Rocklin CA 95765
You must include your name and residence address, the email address you use for your Sparetoolz account, and a clear statement that you want to opt out of the Binding Arbitration Clause and Class Action Waiver.
By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.
If you wish to purchase any product or service made available through the Service ("Purchase"), you will be asked to supply certain information through Stripe Connect, or any other third party service provider or payment platform utilized at any time by us, relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
Availability, Errors and Inaccuracies
We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.
We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Contests, Sweepstakes and Promotions
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.
By posting Content on or through the Service, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.
Tako Agency, LLC has the right but not the obligation to monitor and edit all Content provided by users.
In addition, Content found on or through this Service is the property of Tako Agency, LLC or is used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Tako Agency, LLC and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Tako Agency, LLC.
Links to Other Web Sites
Our Service may contain links to third party web sites or services that are not owned or controlled by Tako Agency, LLC
Tako Agency, LLC has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that Tako Agency, LLC 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 use of, or reliance on, any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
If you wish to terminate your account, you may simply discontinue using the Service.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability, and the binding arbitration clause and class action waiver.
You agree to defend, indemnify and hold harmless Tako Agency, LLC and its licensee and licensors, and their directors, members, managers, investors, officers, employees, partners, agents, suppliers, vendors, and/or affiliates, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service or of any tools, by you or any person using your account and password; (b) the use by another user of the Service, whether direct or indirect, of your tools; (c) a breach of these Terms; or (d) Content posted on the Service.
Notwithstanding the above, Tako Agency LLC and/or any assignee reserves the right to assume the exclusive defense and control at its own expense of any matters otherwise subject to your indemnification. Further, no settlement agreement shall be entered into without prior written notice to Tako Agency LLC of the proposed terms of such agreement and without written approval of the agreement by Tako Agency LLC.
Limitation of Liability
To the extent permitted by prevailing law, in no event shall Tako Agency, LLC, nor its directors, members, managers, investors, officers, employees, partners, agents, suppliers, tool lenders, vendors, and/or affiliates, be liable for any direct, indirect, incidental, special, consequential or punitive damages, including without limitation, the following: (a) for personal injuries resulting from (i) the use of any tools by you or any person using your account and password, (ii) the use by another user of the Service, whether direct or indirect, of your tools, or (iii) a defect or malfunction of the tools; (b) loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
NOTE: THE BELOW IS AN EXPRESS DISCLAIMER OF WARRANTIES; READ IT
Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Tako Agency, LLC its subsidiaries, affiliates, and its licensors do not warrant that (a) the Service will function uninterrupted, secure or available at any particular time or location; (b) any errors or defects will be corrected; (c) the Service is free of viruses or other harmful components; or (d) the results of using the Service will meet your requirements.
FURTHERMORE, YOU ACKNOWLEDGE: (E) THAT NEITHER WE NOR THE TOOL LENDER(S) ARE THE MANUFACTURER OF THE TOOLS THAT YOU USE OR POST ON THE SERVICE, NOR ARE WE OR THE TOOL LENDER(S) THE MANUFACTURER’S AGENT OF SAID TOOLS. YOU AGREE THAT ANY TOOLS YOU USE THROUGH THE SERVICE ARE OF A DESIGN, SIZE, FITNESS, AND CAPACITY SELECTED BY YOU, AND THAT YOU ARE SATISFIED THAT THE SAME IS SUITABLE AND FIT FOR THEIR INTENDED PURPOSE; AND (F) THAT YOUR USE OF THE TOOLS IS PURSUANT TO THESE TERMS AND THAT EACH AND EVERY PURCHASE AND/OR USE OF THE TOOLS IS ON AN "AS IS," "WHERE IS" BASIS, AND THAT WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TOOLS, THEIR MERCHANTABILITY, OR THEIR FITNESS FOR A PARTICULAR PURPOSE.
ACCORDINGLY, ONLY THE MANUFACTURER’S WARRANTIES APPLY TO THE TOOLS. NO OTHER WARRANTY TO YOU FROM US IS EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE MANUFACTURER’S WARRANTIES ARE GIVEN IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY LAW, OR ARISING BY REASON OF CUSTOM OR USAGE IN A TRADE OR BY COURSE OF DEALING INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NO DEFECT OR UNFITNESS OF THE TOOLS SHALL RELIEVE YOU OF THE OBLIGATION TO PAY FOR THE SERVICE, OR TO PERFORM ANY OTHER OBLIGATION UNDER THESE TERMS.
No Third-Party Beneficiary Rights
No individual or entity shall be a third party beneficiary of these Terms. These Terms are solely for the benefit of you and Tako Agency, LLC.
No Agency/Joint Venture Created
No agency, partnership, or franchisor-franchisee relationship is intended or created by these Terms.
These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions. Notwithstanding the foregoing, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).
Binding Arbitration Clause & Class Action Waiver
- Applicability of Arbitration Agreement: All claims or disputes arising out of, or related to, or in connection with these Terms or your use of the tools or Service that cannot be resolved informally or in small claims court shall be resolved through binding arbitration on an individual basis, except that you and we are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. Furthermore, and without limitation, Tako Agency, LLC is not required to arbitrate any other dispute in which we seek equitable or injunctive relief, or any other provisional remedies.
- Arbitration Rules:
- The Federal Arbitration Act (9 U.S.C. §§ 1-16) governs the interpretation and enforcement of this clause and waiver. Unless otherwise mutually agreed by the parties, the arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules and Procedures. If JAMS is not available to arbitrate, you and we will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of the arbitration, except to the extent those rules conflict with these Terms. JAMS’ rules and procedures are available at www.jamsadr.com. The arbitration will be conducted by a single neutral arbitrator. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The award, if any, is final and binding upon you and Tako Agency, LLC. Judgment on any award may be entered in any court having jurisdiction.
- If the claim is for $10,000.00 or less, the party initiating arbitration may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by JAMS rules in a location which is reasonably convenient for both parties with due consideration of the ability to travel and other pertinent circumstances. If the parties are unable to agree on a location of the hearing, the determination will be made by JAMS.
- Authority of Arbitrator: The arbitrator shall decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Tako Agency, LLC. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award all remedies available under applicable law, the arbitral forum’s rules, and the Terms. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.
- Jury Trial Waiver: Subject to these Terms, you and Tako Agency, LLC waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury. Rather, you and Tako Agency, LLC elect to have claims and disputes resolved by arbitration. In any litigation between you and Tako Agency, LLC, including without limitation over whether to vacate or enforce an arbitration award, you and Tako Agency, LLC waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge.
- Class Action Waiver: WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND TAKO AGENCY, LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR CONSOLIDATED ACTION.
- Small Claims Court: Notwithstanding the foregoing, either you or Tako Agency, LLC may bring an individual action in small claims court.
- Survival: This Binding Arbitration Clause and Class Action Waiver will survive the termination of your relationship with Tako Agency, LLC.
If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
If you have any questions about these Terms, please contact us.