Terms and conditions

Last Updated: September 15, 2025

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1. Overview

These T3® Platform Subscription Terms Of Service (these “TOS”) set forth the terms and conditions on which EquipmentShare.com Inc (“EquipmentShare”, “we” or “us”), a Texas corporation:

• Provides you with remote access to and use of our T3^Æ advanced telematics service, including the online platform, website(s), application(s), interface(s), Service Data (as defined below), content, features, and functionality (collectively, the “Platform”);
• Permits you to use compatible EquipmentShare telematics devices (“Devices”) to communicate with the Platform; and
• Offers associated installation, repair, replacement, and other professional services (“Installation Services”).  

The Platform, Devices, Installation Services, and your associated Platform subscription(s) and Device rental(s) are referred to collectively as the “Services.”  These TOS may be referred to elsewhere by EquipmentShare as the T3 Subscription Agreement, Telematics Subscription Agreement, Telematics Subscription Terms, Telematics Terms and Conditions, Technology Terms and Conditions, or other variations.  Any such variations are intended and shall be deemed to mean these TOS.

PLEASE READ THESE TOS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND IMPORTANT DISCLAIMERS AND LIMITATIONS ON OUR LIABILITY.  BY ORDERING, ACCESSING, USING, OR RECEIVING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND YOU AGREE TO BE LEGALLY BOUND BY THESE TOS.  YOU REPRESENT AND WARRANT THAT YOU HAVE ALL NECESSARY RIGHT, POWER, AND AUTHORITY TO AGREE TO THESE TOS ON BEHALF OF YOUR COMPANY OR ORGANIZATION.

2. Platform Subscriptions

To access and use the Platform, you must:

• Own, rent, or have the legal or contractual right to access certain information (e.g., by virtue of your role as a lender, investor, or manufacturer) regarding one or more pieces of construction equipment, vehicles, or other hardware that is compatible with the Platform (“Equipment”);
• Purchase and maintain a subscription to the Platform under an available subscription plan offered by EquipmentShare and a corresponding Order; and
• Establish and maintain a unique user account for each end user who accesses or uses the Platform under your subscription(s) (“Users”), unless we expressly authorize you to use an account for multiple Users.

During the term of your Platform subscription under a corresponding Order, subject to your compliance with these TOS, EquipmentShare grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to remotely access and use the Platform, including any updates that we release to Users on a general availability basis at no additional charge and any other updates or add-ons that we release and to which you choose to subscribe at an additional charge.  

The foregoing license is limited solely to those components of the Platform for which you have been granted access privileges, consistent with the Order and your associated subscription plan, account settings, and individual User role(s), solely for your lawful, internal business purposes, and only during the period for which your subscription remains active and your access remains necessary and lawful (e.g., during the term of your corresponding Equipment rental).  Any other access to or use of the Platform without EquipmentShare’s express written consent is prohibited.

3. Device Rentals

The Platform operates by communicating with one or more compatible Devices that are physically installed on the Equipment.  If a Device is not pre-installed on the Equipment, you must obtain the Device from EquipmentShare.  

Devices are rented, not sold, and are subject to our equipment rental terms in effect at the time of Device rental, as supplemented by these TOS.  On a case-by-case basis, you may request and we may permit you to purchase Devices instead of leasing them by paying the full, upfront purchase price charged by EquipmentShare.  Devices purchased by you are subject to EquipmentShare’s standard equipment purchase terms in effect at the time of sale, as supplemented by these TOS.

Notwithstanding anything to the contrary in the equipment rental or purchase terms:

• You are responsible for scheduling EquipmentShare to install, repair, or replace Devices in accordance with the Installation Services provisions detailed below;
• Software and firmware installed on Devices is considered part of the Platform and subject to the use rights, use restrictions, intellectual property, and other applicable terms of these TOS;
• Device hardware is subject to the manufacturer’s standard warranty (if any) provided to EquipmentShare; you should contact EquipmentShare for all Device hardware warranty claims;
• You are responsible for the charges for batteries and other consumables that require replacement, unless such charges are expressly waived in writing by EquipmentShare;
• You are responsible for returning leased Devices at the conclusion of your Platform subscription, at your own cost, in accordance with EquipmentShare’s return policies and instructions; and
• You are responsible for the full replacement cost of any leased Devices that are not returned to EquipmentShare timely and in good operating condition, ordinary wear and tear excepted.

In limited circumstances, you may use a compatible third-party telematics device to communicate between the Platform and other systems, websites, or data sources that you have the right to access and use.  Your use of any such third-party telematics device(s) with the Platform requires our prior written approval, which we may grant or withhold on a case-by-case basis, in our sole discretion.  You are solely responsible for the installation, maintenance, connectivity, operation, and de-installation of third-party telematics devices, any damage to Equipment or other Devices arising therefrom, and all purchase, rental, repair, replacement, and other costs incurred in connection therewith.  EquipmentShare makes no representations or warranties and assumes no obligations or liability of any kind arising out of or related to third-party telematics devices.  You further acknowledge that using third-party telematics devices may be incompatible with or limit the features, functionality, or data available through the Platform.

4. Installation Services; Platform Support

Installation Services.  If Installation Services are required for the Devices, EquipmentShare or its designated third-party installation provider will install, repair, or replace the Device(s) on your Equipment pursuant to an associated Order placed by you and accepted by us.  Additional terms and conditions governing our installation, repair, and replacement services are set forth in the Installation Services Rates and Policies available at [INSERT URL], as such terms may be updated from time to time in our sole discretion.  You acknowledge that Installation Services require specialized knowledge and training.  If you choose to install, repair, or replace the Devices yourself or through anyone else, you do so at your own risk and you are solely responsible for any damage to Equipment or Devices arising therefrom and all purchase, rental, repair, replacement, and other costs incurred in connection therewith.

Limited Installation Services Warranty.  We warrant our Installation Services against material defects in the quality of our workmanship for a period of six (6) months after the date of performance of the Installation Services.  This limited warranty does not cover: (w) modifications or attempted installations or repairs made by anyone other than us or our designated third-party installer; (x) failure to operate or maintain Devices in accordance with the manufacturer’s environmental or other specifications; (y) manufacturing defects, which are covered (if at all) by the manufacturer’s standard warranty as provided above; or (z) ordinary wear and tear, consumables, or other factors not attributable to the quality of our workmanship.  You must notify us of a warranty claim promptly and no later than ten (10) days after discovery.  You agree to provide all information and assistance requested by us to diagnose and verify the claim.  For warranty claims that are timely reported and verified, as our entire obligation and your sole and exclusive remedy, we will use commercially reasonable efforts to re-perform, provide a workaround for, or otherwise remedy the nonconforming Installation Services.

Platform Support.  As part of your Platform subscription(s), we make available remote support to answer inquiries related to the Platform, User accounts, and your associated billing.  You may contact us with support inquiries during our normal business hours through the Platform’s support portal, by email at t3support@equipmentshare.com, by telephone at 1-888-80-RENTS, or by any other method that we may designate.  Support is limited to general help and troubleshooting and is provided on a reasonable efforts basis.  It is not a substitute for you and your Users having proper training nor does it extend to the Equipment or any hardware maintenance or hardware warranty issues.

5. Order Placement and Term

Orders for Platform subscriptions, Devices, and Installation Services (each an “Order”) must be placed in accordance with EquipmentShare’s then-current policies and procedures, and are subject to acceptance or rejection by EquipmentShare, in its sole discretion.  Orders are subject to and governed by these TOS, regardless of whether expressly referenced in the Order.

The initial term of each Platform subscription and Device rental under an Order is as stated therein or, if not stated, is for a period of twelve (12) months.  Following the initial term, each Platform subscription and Device rental shall automatically renew for additional and consecutive twelve (12) month renewal terms unless (a) you provide notice of non-renewal at least ninety (90) days prior to expiration of the then-current subscription or rental term or (b) the subscription or rental is otherwise terminated in accordance with these TOS.

Notwithstanding the foregoing, if you have a legal or contractual right to access certain information through the Platform but you do not own, rent, or control the associated Equipment or Devices, Orders for Platform subscriptions may take the form of a data sharing agreement or other separate, written authorization provided by us.  In such case, your subscription is co-terminus with the term of that authorization, unless sooner terminated in accordance with these TOS.

6. Fees and Payment

You agree to pay for Platform subscription(s), Device(s), and Installation Services at the rates and pricing set forth in these TOS or the corresponding Order or, if not specified therein, at EquipmentShare’s then-current rates and pricing (including as provided in the Installation Services Rates and Policies).  All amounts are stated and payable in U.S. Dollars and, except as otherwise expressly provided in these TOS, are non-refundable. We reserve the right to adjust our rates and pricing at any time, and from time to time, and any such adjustments shall become effective automatically (i) on publication for Installation Services or (ii) at the beginning of your next billing period for Platform subscriptions and Devices.  

Payment is due in advance of each Platform subscription and Device rental term, upfront for purchased Devices, and upon demand for Installation Services, unless otherwise stated in the Order.  Payment should be made by ACH to EquipmentShare’s designated bank account or by other pre-approved method.  We reserve the right to: (a) assess late fees of 5% per month or the lesser maximum rate permitted by law, (b) charge interest on overdue amounts, accruing monthly at 1.5% per month (18% per annum) or the lesser maximum rate permitted by law, and/or (c) suspend your and your Users’ access to the Platform, without prior notice, in each case until all overdue amounts are paid in full.

All pricing, fees, and charges are exclusive of any applicable sales, use, excise, value-added, or other taxes, tariffs, or duties, however designated or levied in any jurisdiction by any taxing authority.  You are solely responsible for and shall promptly pay (if invoiced by EquipmentShare) or remit to the taxing authority (where applicable) all such amounts.

7. Device Transfers

You may request that we or our designated third-party physically transfer a Device from one piece of Equipment to another piece of Equipment that you own, rent, or control, provided that: (a) the Device is under an active, paid Platform subscription; (b) you are transferring the Device for a valid business purpose (not to share the Device or a Platform subscription across multiple pieces of Equipment); (c) you contact EquipmentShare in advance so that a qualified technician can assess whether the transfer is possible and schedule any Installation Services needed to complete the transfer; and (d) you pay the associated transfer fees and any Installation Services fees in connection therewith.  Unless otherwise documented in an Order for the transfer, the transfer of a Device between pieces of Equipment will not affect the status of your associated Device rental or Platform subscription.

You may physically transfer a Device to a creditworthy third-party as part of the sale or other disposition of your Equipment on which the Device is installed only if: (a) the Device is under an active, paid Platform subscription; (b) you contact EquipmentShare in advance to request approval for such transfer; (c) you pay the full balance owed in respect of what would have been the remaining term of your Platform subscription; (d) prior to transfer, the third-party places order(s) for the Device rental and Platform subscription with EquipmentShare; and (e) following the third-party’s placement of such order(s), EquipmentShare confirms to you in writing that the transfer is approved.  Transfer of a Device to a third-party will not relieve you of Device rental, Platform subscription, or Installation Services fees owed prior to such transfer, including for any Installation Services required to complete such transfer.

8. Your Responsibilities

In connection with your access to, receipt, and use of the Services, you are solely responsible for:

• Designating your Users, ensuring that each User is assigned to an appropriate role, and overseeing your Users’ access levels and privileges under those roles;
• Ensuring all information submitted to establish User accounts is and remains true, accurate and complete;
• Maintaining the confidentiality of User account credentials (including login IDs and passwords) and immediately notifying us upon becoming aware that a User’s account credentials have been accessed by a third party;
• Ensuring Users are appropriately trained and knowledgeable in use of the Equipment, Platform, and Devices and otherwise understand and comply with your obligations under these TOS;
• Procuring and maintaining, at your own expense, the requisite hardware and a compatible browser and Internet or mobile connectivity to remotely access and use the Platform from your information systems;
• Implementing appropriate safeguards to maintain the security of your Equipment, Devices, and information systems used to access the Platform;
• Maintaining appropriate jobsite safety, business continuity, and disaster recovery procedures in the event of unavailability of the Platform for any reason; and
• Performing your other responsibilities under these TOS.

You agree to perform these responsibilities and to promptly notify us if, for any reason, you are unable to do so.

9. Service Data; Customer Data  

The Platform communicates with Devices (or other sources if using a third-party telematics device) to collect, record, generate, transmit, process, and store a variety of current and historical  data, including but not limited to billing, administrative, technical, user, fleet, utilization, geolocation, speed, maintenance, settings, performance, inspection, diagnostic, engine alert, error code, activity log, hours of operation, username, certification, audio, video, and other information, records, and data (collectively, “Service Data”).  The unique Service Data collected, recorded, generated, or input by or for you or your Users during your use of the Services is referred to hereinafter as “Customer Data”.  

As between you and us, you shall retain ownership of Customer Data and we shall retain ownership of all other Service Data.    We do not impose any restrictions on your use of Customer Data outside of the Services.   You may use any other Service Data made available to you through the Platform, subject to and in accordance with your subscription type, access levels and privileges, both during and after the subscription term, solely for your internal, lawful business purposes consistent with these TOS and the associated Order.  You are responsible for making copies for your own records of any Customer Data and other such Service Data that you desire to keep or have a legal obligation to retain.  Copies may be made during your subscription term using the Platform’s available data export functionality.  After your subscription term, you may request copies of Service Data, to the extent available, in accordance with EquipmentShare’s then-current policies and procedures.

You, on behalf of yourself, your Users, and your third-party data sources (if using a third-party telematics device), hereby grant us a non-exclusive, perpetual, irrevocable, transferable, sublicensable, royalty-free, worldwide license to collect, record, generate, transmit, process, store, and otherwise use the Customer Data, both during and after the term of your subscription, and to grant the right for others to do so, for internal, external, commercial, and other lawful purposes, including without limitation to operate, maintain, and enhance our offerings, to detect issues, model trends, and produce other statistics, research, and analysis, to investigate and respond to actual or suspected misuse of the Services, to respond to subpoenas, court orders, private causes of action, civil and criminal investigations, and governmental, regulatory, and law enforcement requests, and in furtherance of our and our strategic business partners’ relationships with you, without any payment or other obligations or proprietary, confidentiality, or other restrictions of any kind.  

The provisions of this Section 9, including your ownership of Customer Data and our ownership of other Service Data, are intended to apply retroactively, including to any such data collected, recorded, generated, transmitted, processed, or stored prior to the effective date of these TOS, and any prior agreements between you and us regarding such data are hereby  amended accordingly.

10. Prohibited Activities

You and your Users may not, nor shall you or your Users authorize or permit any other person or entity to:

• Access or use the Platform in a manner or for a purpose not authorized by these TOS and the Order;
• Unless otherwise expressly authorized by us, allow User accounts or credentials to be shared by more than one individual or otherwise outside of your business or organization;
• Access or use the Services through connections, interfaces, automations, or other means not supplied or expressly approved in writing by EquipmentShare;
• Attempt to connect the Devices to any online platform, service, or website, or app other than the Platform;
• Circumvent, deactivate, or bypass any access controls or security measures for the Services or attempt to gain unauthorized access to any network, system, device, account, or data;
• Collect, input, process, or store any Service Data that you do not have full right to collect, input, process, and store using the Platform;
• Use the Services to disseminate “spam” or other unsolicited email, text messages, or communications in violation of industry rules or applicable law;
• Engage in or promote any activity or transmit any material that is illegal, obscene, abusive, offensive, harassing, or defamatory, or that disrupts, interferes with, diminishes the quality of, or impairs the Services;
• Access or use the Services for any unlawful purpose, in a manner that disrupts, impairs, or interferes with the performance of the Services, or in violation of telecommunications or Internet service provider rules;
• Disseminate viruses, Trojan horses, corrupted files, spyware, or other malicious code;
• Infringe, misappropriate, or violate any intellectual property or proprietary rights, rights of privacy or publicity, or other rights of a third party, or violate any contractual, fiduciary, or other legal duty or obligation;
• Access or use the Services for the purpose of building a competitive offering, copying content, features, or user interfaces, or performing testing or benchmarking that will be shared externally;
• Modify, adapt, alter, translate, or create compilations, collections, or derivative works of the Services;
• Sell, resell, license, sublicense, distribute, rent, lease, or otherwise make the Services available for use by third parties, including as part of a service bureau, time sharing, or consulting arrangement;
• Remove, alter, or obscure any legal notices, operating instructions, disclaimers, or proprietary rights designations for the Services; or
• Except to the extent permitted by applicable law (but only where such rights cannot be waived contractually), reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying programming, data, or database structures for the Services.

You agree to notify EquipmentShare immediately upon discovering any known or suspected unauthorized access to, misuse of, or breach of security for the Services, and to provide all information requested by EquipmentShare in connection therewith.  We reserve the right, without prior notice or obligation, to: (i) suspend access to or provision of the Services if EquipmentShare suspects any such unauthorized access or misuse; and/or (ii) report to appropriate law enforcement, governmental authorities and other third parties any activities that we, in good faith, believe to be harmful or unlawful.

11. Termination

Either party may terminate an Order, in whole or in part, if the other party breaches any material provision of these TOS or the Order and fails to cure such breach within thirty (30) days after the other party notifies it of such breach.  Additionally, we may terminate and/or suspend any or all Orders, in whole or in part: (i) if you are delinquent in paying any Platform subscription, Device rental fees, or other amounts owed to EquipmentShare, whether under these TOS or pursuant to a separate Equipment rental or other transaction; (ii) if you become or are declared insolvent, make a general assignment for the benefit of creditors, enter into an agreement for the composition, extension, or readjustment of your obligations, file a voluntary petition in bankruptcy, or have an involuntary petition in bankruptcy filed against you; or (iii) for our convenience, at any time, including if we discontinue offering all or any part of the Services.  If terminated by us for convenience, as your sole and exclusive remedy, you shall be entitled to a partial refund of the Platform subscription and Device rental fees (if any) prepaid by you in respect of the remaining term of your Order.

Upon the expiration or termination of your Platform subscription(s), Device rental(s), or corresponding Order(s) for any reason: (a) you and your Users shall cease all access to and use of the Platform and Devices; (b) all rights and licenses granted to you under these TOS, other than your right to retain copies of Service Data obtained under and in accordance with these TOS for your internal business use as authorized herein, shall immediately and automatically terminate; (c) you shall return any leased Devices in accordance with the “Device Rentals” provisions above and pay EquipmentShare for any Installation Services required in connection therewith; and (d) you shall pay all outstanding amounts owed to EquipmentShare, which, in the event of improper termination by you or termination by EquipmentShare for cause, includes the fees and charges that would have been due for the remainder of the then-current Platform subscription and/or Device rental terms and any committed renewal terms.  

Subject to the foregoing, the provisions of these TOS that by their terms or nature are intended to survive, including without limitation Sections 9 through 17 hereof, shall survive the expiration or termination of your Platform subscription(s), Device rental(s), and Order(s) for any reason and shall be binding on and inure to the benefit of the parties and their respective heirs, executors, successors, and permitted assigns.

12. Proprietary Rights

The intellectual property and proprietary rights in the Platform, Devices, and Installation Services are and shall be owned exclusively by EquipmentShare and, where applicable, its third-party suppliers, and we reserve all rights, title, and interest therein, including without limitation the executable code and source code, all domains and sub-domains, the program architecture, database structure, and coding methodology, the design, layout, and “look and feel”, all content, interfaces, features, and functionality, all versions and derivations, all enhancements, modifications, and improvements (even if requested or paid for by you), all goodwill associated therewith, and all copyrights, patent rights, trade secrets, trademarks, and other intellectual property and proprietary rights of any nature throughout the world embodied therein and appurtenant thereto.  All rights not expressly granted to you by EquipmentShare under these TOS are reserved by EquipmentShare and its third-party suppliers.  

Each party reserves and shall retain exclusive ownership of its company, product, and service names, logos, brands, trademarks, service marks, trade dress, and other proprietary trade designations (collectively, “Marks”).  You hereby grant EquipmentShare a non-exclusive, royalty-free license to format, display, and use any Marks that may be supplied by you and approved by EquipmentShare for use in connection with your and your Users’ use of the Services and in connection with any feedback that you voluntarily provide to us, as provided below.  Any other use of a party’s Marks shall require the party’s prior review and written approval and shall remain subject to such party’s reasonable quality control and brand usage guidelines.  All goodwill arising from use of a party’s Marks shall inure solely to such party’s benefit.

From time to time, you or your Users may voluntarily provide us with suggestions, ideas, enhancement requests, or other feedback concerning the Services or EquipmentShare’s other product or service offerings or technology roadmap.  You hereby grant EquipmentShare a non-exclusive, perpetual and irrevocable, freely transferable and sublicensable, royalty-free, worldwide license to use, act on (or choose not to act on), and commercialize such feedback, without compensation or other obligation to you or your Users, and without proprietary, confidentiality, or other restrictions, including without limitation for research, development, enhancements to our product and service offerings, marketing, advertising, and testimonials.  

13. DISCLAIMERS

EXCEPT FOR OUR LIMITED INSTALLATION SERVICES WARRANTY AND THE MANUFACTURER’S STANDARD WARRANTY FOR DEVICE HARDWARE (IF ANY) AS SET FORTH IN THESE TOS, THE PLATFORM, DEVICES, AND OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND ALL USE OF THE PLATFORM, DEVICES, AND OTHER SERVICES IS AT YOUR OWN RISK.  WITHOUT LIMITING THE FOREGOING, WE HEREBY disclaim any AND ALL implied OR STATUTORY warranties of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.  

WE DO NOT GUARANTEE THAT THE PLATFORM, DEVICES, OR OTHER SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT THEY WILL BE ACCURATE, COMPLETE, UP-TO-DATE, FREE FROM MANUFACTURING, SAFETY, OR OTHER DEFECTS, VIRUSES, TYPOGRAPHICAL ERRORS, OR ALTERATIONS BY THIRD PARTIES, OR THAT THEY ARE OR WILL BE COMPATIBLE WITH YOUR NETWORK, SYSTEMS, OR EQUIPMENT, MEET YOUR PARTICULAR REQUIREMENTS, OR ACHIEVE ANY PARTICULAR RESULTS.  

Without limiting the foregoing, you acknowledge that:

The availability of the Platform and ability of Devices to communicate with and transmit data to online servers may be interrupted or otherwise adversely affected by the location of your Equipment, weather conditions, issues with our or your cellular networks or GPS satellite networks, as well as numerous other factors. Certain features may not function or be available for all types of Equipment or Devices. Additionally, while we strive to provide updates during off-peak hours, we may, from time to time, need to interrupt access to the Platform to perform system maintenance, testing, repairs, or for other purposes, and may not always be able to give you advance notice prior to such interruptions.

The Platform may be subject to transmission errors, delivery failures or delays, and other limitations inherent in the use of the internet, computers, and electronic communications.  We do not guarantee availability of the Platform and shall not be liable for any periods of inaccessibility or inoperability.  We disclaim any and all liability arising out of or in connection with malicious, intentional, or negligent acts or omissions of third parties, internet or power outages, network or telecommunications failures, or force majeure or other events beyond our reasonable control.

We do not validate Service Data nor guarantee Service Data against damage, loss, or corruption.  The Platform is not intended to store original records nor to serve as a substitute for your own information management systems.  We are not and shall not be deemed to be the original record keeper or primary custodian of your records, files, or information.  We reserve the right to retain and/or delete Service Data from the Platform, in our sole discretion, in accordance with our data retention and disposal practices.  Service Data may be temporarily or permanently damaged, lost, or corrupted as the result of user or system errors, service interruptions, or other events, and that, depending on the nature and duration of the event, Service Data may not be fully recovered or recoverable.  

The Platform is not intended and should not be used to input, process, or store information that is sensitive, privileged, or confidential in nature, such as but not limited to payment card information or medical or health information.  You agree not to input, process, or store any such information using the Platform, and you assume sole responsibility and liability for any violation of the foregoing requirement.  We reserve the right, without obligation, to delete any Service Data that we deem to be inappropriate for or incompatible with the Platform.

The Platform may include features designed to support integration, links to, or other communication with third-party websites, applications, products, or services.  THESE LINKS AND INTEGRATIONS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND ONLY AS A CONVENIENCE.  All third-party websites, applications, products, and services are subject to the terms and conditions of their respective third-party suppliers and are warranted, if at all, only as expressly provided by the third-party supplier.  We do not guarantee ongoing compatibility or integration nor assume any other obligations or liability in connection therewith.  You are solely responsible for and assume all risk arising of using such third-party websites, applications, products or services.

We reserve the right to make changes to the Services at any time, in our sole discretion.  We also reserve the right to add premium features to the Services and to charge you an additional fee for such premium features if you choose to add them to your subscription.  You acknowledge that your payment and other obligations under these TOS are not contingent upon the delivery of any future features or functionality for the Services, nor made in reliance on any representations made by us regarding features or functionality that we may add in the future.  No employee or agent has authority to bind us to any representations or warranties not expressly set forth in these TOS.

14. Indemnification

You agree to indemnify and hold EquipmentShare harmless, to the maximum extent permissible under applicable law, from and against any and all claims, demands, causes of action, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including reasonable attorneys’ fees and court costs), including without limitation for bodily injury, death, and damage to, loss, or destruction of property, arising out of or attributable in whole or in part to: (a) any violation of these TOS by you or your Users or failure to perform any associated obligations or responsibilities; (b) any unauthorized access to or misuse of the Services by you or your Users or occurring under your User accounts; (c) your operation of the Equipment or provision of construction or other services, including any decisions made, actions taken (or not taken), and outcomes achieved (or not achieved) in connection with your or your Users’ use of the Services; (d) your failure to obtain or maintain any necessary permissions, consents, authorizations, licenses, or approvals for Customer Data collected, input, processed, or stored on your behalf; (e) your actual or alleged violation of applicable laws or the rights of another person or entity; (f) your installation, de-installation, or attempted repair or replacement of the Devices (whether on your own or through a third party); and/or (g) any claim or allegation (whether or not bona fide) that EquipmentShare is jointly, severally, contributorily or vicariously liable, or otherwise responsible, in whole or in part, in connection therewith.

15. LIMITATIONS ON LIABILITY

UNDER NO CIRCUMSTANCES SHALL EQUIPMENTSHARE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES OR LOSSES OF ANY KIND, OR FOR ANY LOSS OF BUSINESS, PROFITS, OR REVENUE, DAMAGE TO, LOSS, OR CORRUPTION OF SERVICE DATA, OR BUSINESS INTERRUPTION OR DOWNTIME, ARISING OUT OF OR RELATED TO THE SERVICES, THESE TOS, OR ANY ORDER, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

EQUIPMENTSHARE’S TOTAL, CUMULATIVE LIABILITY ARISING OUT OF AND RELATED TO THE SERVICES, THESE TOS, AND ALL ORDERS, REGARDLESS OF THE NUMBER OF INCIDENTS OR CAUSES GIVING RISE TO THE LIABILITY, SHALL NOT EXCEED THE PLATFORM SUBSCRIPTION, DEVICE RENTAL, AND ASSOCIATED SERVICES FEES (IF ANY) PAID BY YOU TO EQUIPMENTSHARE IN THE THREE (3) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER.

THE LIMITATIONS ON LIABILITY IN THIS SECTION: (I) ARE AN ESSENTIAL PART OF THESE TOS AND EACH ORDER; (II) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR BASIS OF THE CLAIM OR LIABILITY (WHETHER IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), INDEMNITY, OR OTHERWISE); AND (III) SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not permit the disclaimer of certain warranties or exclusion of certain types of damages.  To the extent that such a jurisdiction’s law applies to these TOS, you may have additional legal rights that cannot be disclaimed by contract, and in such event, the limitations on liability in these TOS shall apply only to the extent permissible under applicable law.

16. Changes to These TOS

EquipmentShare reserves the right to update these TOS from time to time, in our sole discretion, on the same basis that we update these TOS for our customer base generally.  Any such updates shall be effective on the date we post the updated TOS or otherwise make the updated TOS available to you; provided, however, you shall have a grace period of thirty (30) days to comply unless the change is required for safety, security, or legal or regulatory compliance purposes or directed to new Services features or functionality.  If you do not agree to the updated terms, you must notify us no later than thirty (30) days after the date of the update and, in such case, we may: (a) suspend application of the updated terms to you until your next Platform subscription or Device rental term, at which time the updated terms shall apply; or (b) terminate your Order, in whole or in part, subject to a prorated refund of any prepayment of the fees made by you to EquipmentShare in respect of the remaining term after the date of termination.  Except as provided in the previous sentence, your continued access to or use of the Services after we have updated these TOS shall signify your acceptance of the updated terms.  Any other amendments to these TOS, or waiver of any obligation, right or remedy under these TOS, must be in writing and signed by an authorized representative of each party.  Any waiver on one occasion or with respect to a given aspect of these TOS shall not constitute a waiver on subsequent occasions or of other aspects of these TOS.

17. Miscellaneous

(a) Governing Law.  These TOS and each Order are governed and shall be interpreted for all purposes by the laws of the State of Missouri, without giving effect to any conflict of laws principles that would require the application of the laws of a different jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (as enacted in any jurisdiction) shall not apply to these TOS or any Order and are hereby specifically excluded.  

(b) Jurisdiction; Venue.  Any dispute, action or proceeding arising out of or related to these TOS or any Order may be commenced in the state courts situated in Boone County, Missouri or, if proper subject matter jurisdiction exists, the United States District Court for the Eastern District of Missouri.  Each party submits to the personal jurisdiction and venue of such courts and waives any objections thereto, including based on forum non conveniens.  You further agree that the foregoing courts shall be the exclusive venue for any legal proceeding initiated by you against EquipmentShare.

(c) WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY UNCONDITIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY DISPUTE, ACTION, OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TOS OR ANY ORDER.

(d) Notices.  Notices to EquipmentShare should be delivered by postage prepaid registered or certified mail, return receipt requested, to the attention of the General Counsel at EquipmentShare’s then-current corporate headquarters address.  Notices to you may be provided via the Platform, through mail, email, or facsimile transmission, and/or by any other reasonable communication channel, in each case to the most current address that we have on file.  

(e) Assignment.  You may not assign these TOS or any of your rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without our prior written consent.  Any attempted assignment in violation of the foregoing shall be null and void from the beginning and without effect.  We may assign these TOS or any of our rights or obligations hereunder, in whole or in part, at any time and for any reason, including in connection with any merger, acquisition, reorganization, restructuring, liquidation, dissolution, or other transfer of all or any part of our business or assets.

(f) Relationship; Third Party Beneficiaries.  Nothing in these TOS is intended or shall be construed to create any agency, employment, partnership, fiduciary or joint venture relationship between you and us, nor to give any third party any rights or remedies under or by reason of these TOS; provided, however, the disclaimers, limitations on liability, and indemnification protections under these TOS shall extend to EquipmentShare, its affiliated entities, and its and their directors, officers, employees, agents, and third-party suppliers.  All references to EquipmentShare in connection with the foregoing shall be deemed to include such persons and entities as third party beneficiaries entitled to accept all benefits afforded thereby.

(g) Equitable Relief.  The Services comprise the confidential and proprietary information of EquipmentShare and its third-party suppliers and constitute valuable trade secrets.  You acknowledge that any breach of the permitted use, prohibited activity, license, or ownership provisions of these TOS may cause irreparable harm to EquipmentShare, the extent of which would be difficult and impracticable to assess, and that money damages alone would not be an adequate remedy for such breach.  Accordingly, in addition to all other remedies available at law and in equity, EquipmentShare shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction, without the necessity of posting a bond in connection therewith.

(h) Export Control. You may not import, export, re-export or use the Services outside of the United States. Without limiting the foregoing, the Services may not be exported or re-exported into any U.S. embargoed countries, nor to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.  You represent that you and your Users are not located in, under the control of, or a national or resident of any country or on any such list and warrant that you and your Users shall not use the Services for any purpose prohibited by United States or other applicable law.

(i) U.S. Government Restricted Rights. EquipmentShare provides the Services, including related software and technology, for ultimate federal government end use only in accordance with the following: The Services consist of “commercial items” as defined at FAR 2.101.  In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in these TOS, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015.  If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to these TOS specifically granting those rights.

(j) Interpretation.  If any provision of these TOS is determined to be unenforceable under applicable law, such provision shall be amended by a court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law or severed from these TOS if such amendment is not possible, and the remaining provisions of these TOS shall continue in full force and effect.  The captions and section headings in these TOS are for reference purposes only and shall not affect the meaning or interpretation of these TOS.  The term “including” means “including without limitation.”  The terms “herein,” “hereunder,” “hereto,” “hereof,” and similar variations refer to these TOS, not to any particular section.  

(k) Entire Agreement.  These TOS, including the associated Order(s) and EquipmentShare policies referenced herein, set forth the entire agreement between you and EquipmentShare and supersede all prior and contemporaneous proposals, agreements and understandings, whether written or oral, pertaining to the subject matter hereof.  For clarity, these TOS do not supersede the terms and conditions for any separate or related transaction(s) between you and us for the purchase or rental of equipment.  Any conflicting or supplementary terms proposed by you in any purchase order, email, attachment or other writing shall not be binding on us and are hereby objected to and expressly rejected.

(l) Order of Precedence.  To the extent of any conflict between or among the following terms and conditions, the order of precedence (from highest to lowest) shall be: (i) these TOS; (ii) an Order (solely with respect to the Order); then (iii) policies, exhibits, schedules, and addenda attached to or referenced in these TOS or the Order; provided, however, if the parties have mutually agreed to and expressly identified specific amendments to these TOS in an Order, such specific amended terms shall take precedence and control over these TOS, solely with respect to such Order.

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