Access and Use Agreement

For the GearUp Outdoor Equipment Rental Marketplace

This Access and Use Agreement ("Agreement") governs your use of the online outdoor equipment rental platform operated by GearUp Exchange ("Company," "we," "us"). By accessing or using the Platform, you agree to this Agreement.

Definitions

For purposes of this Agreement:

• "Platform" means the GearUp Exchange website, mobile applications, and related software tools and services.
• "User" means any individual or entity accessing or using the Platform, including Lessors and Lessees.
• "Lessor" means a User who lists equipment for rental on the Platform.
• "Lessee" means a User who requests or rents equipment through the Platform.
• "Agreement" means this Access and Use Agreement, as amended from time to time.

1. Role of the Platform

The Platform enables individuals and businesses ("Lessors") to list equipment for rental and enables individuals and businesses ("Lessees") to request and rent such equipment. The Company is not a party to any rental transaction and does not own, inspect, control, maintain, or guarantee the equipment.

1.1 Technology Intermediary Only.

The Company acts solely as a technology intermediary, providing software tools that enable Lessors to list equipment for rental and Lessees to locate and rent such equipment. The Company does not participate in, and is not a party to, any rental transaction between Users.

1.2 No Custody or Possession.

The Company never takes custody, possession, or control of any equipment listed on the Platform at any time. All equipment transfers occur solely between Lessors and Lessees. The Company has no role in the physical handling, delivery, pickup, storage, or return of any equipment. The Company is not a manufacturer, distributor, seller, or bailor of any equipment listed on the Platform.

1.3 Facilitation Tools; No Liability Assumed.

The Company may provide tools to facilitate messaging, payment processing, and access to dispute resolution resources between Users. The provision of these tools does not make the Company a party to any transaction, does not constitute an assumption of liability for any transaction or its outcome, and does not create any obligation on the Company to resolve disputes between Users. Any dispute resolution features are provided as a courtesy only.

1.4 No Verification.

The Company does not verify, and makes no representations regarding, the identity, background, creditworthiness, or legal status of any User; the accuracy, completeness, safety, legality, or condition of any equipment listing; whether any equipment complies with applicable laws or regulations; or whether any User maintains adequate insurance. Users are solely responsible for independently verifying all such matters before entering into any rental transaction. The Company's decision to implement any identity verification or trust feature in the future shall not be construed as creating any obligation to conduct such verification for all Users or transactions and shall not give rise to any duty of care with respect to the accuracy or completeness of any such verification.

1.5 No Agency.

No agency, partnership, joint venture, employment, or franchise relationship is created between any User and the Company. Neither party has authority to bind the other in any respect.

1.6 Third-Party Service Terms.

The Platform integrates with third-party services to deliver core functionality, including but not limited to payment processing (Stripe, Inc.) and user authentication (Google). By using any feature of the Platform that involves a third-party service, you acknowledge that your use is also governed by that provider's own terms of service and privacy policy. The Company is not a party to those agreements and is not responsible for the terms, practices, or obligations of any third-party provider. You are encouraged to review the applicable terms of any third-party service you use in connection with the Platform before doing so.

2. User Accounts

Users must be at least 18 years old, provide accurate information, and are responsible for all activity on their accounts.

2.1 Eligibility.

To create an account, you must be at least 18 years of age, have the legal capacity to enter into binding contracts, and not be prohibited from using the Platform under any applicable law. If you are registering on behalf of a business or legal entity, you represent and warrant that you have authority to bind that entity to this Agreement.

2.2 Registration.

You may create an account through any registration method made available by the Company. You agree to provide accurate, current, and complete information during registration and to maintain and promptly update your account information to keep it accurate, current, and complete at all times.

2.3 Account Security.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to notify the Company immediately upon becoming aware of any unauthorized access to or use of your account. The Company is not liable for any loss or damage arising from your failure to maintain the security of your credentials.

2.4 One Account Per User.

You may maintain only one active account. Creating duplicate or multiple accounts — including to evade a suspension, circumvent fees, or misrepresent your identity — is a material breach of this Agreement and may result in immediate termination of all associated accounts.

2.5 Verification.

The Company reserves the right, at its sole discretion, to require additional identity verification, documentation, or information from any User at any time as a condition of continued access to the Platform. The Company is under no obligation to exercise this right and its exercise or non-exercise does not constitute any representation regarding a User's identity or trustworthiness.

2.6 Suspension and Restriction.

The Company reserves the right to suspend, restrict, or disable your account at its sole discretion, with or without notice, for any reason including but not limited to suspected fraud, abuse, safety concerns, ongoing disputes, or investigations. Suspension is not a termination of this Agreement and does not relieve you of any obligations hereunder. For termination provisions, see Section 11. Where a User's account holds pending payouts at the time of suspension, the Company will provide written notice of the suspension within five (5) business days and will handle such funds in accordance with Section 11.3.

3. Lessor Obligations

Lessors represent and warrant that: they own or have lawful authority to rent out the equipment; equipment is safe, functional, and compliant with all applicable laws; listing information (photos, descriptions, pricing) is accurate; and they are solely responsible for determining what insurance, if any, is appropriate for their rental activities.

IP Responsibility: Lessors agree to defend, indemnify, and hold the Company harmless from all claims, damages, and liabilities arising out of any allegation that the Lessor's listing, content, photos, brand names, or materials infringe a third party's intellectual property rights.

3.1 Authority to List.

Lessors represent and warrant that they own the listed equipment or have full legal authority to rent it out, and that doing so does not violate any third-party rights, agreements, or applicable law.

3.2 Equipment Condition.

Lessors represent and warrant that all listed equipment is in good working order, free from known defects, safe for use, and fit for its intended purpose as described in the listing. Lessors must not list equipment that is damaged, malfunctioning, unsafe, subject to a manufacturer or government recall, or otherwise unfit for rental. Lessors are responsible for ensuring that all equipment is thoroughly cleaned and sanitized to a reasonable commercial standard before each rental period commences.

3.3 Disclosure of Defects and Limitations.

Lessors have an ongoing obligation to disclose to prospective Lessees any known defects, limitations, hazards, or material conditions affecting the equipment, including any that arise or become known after the listing is published. Failure to disclose known defects is a material breach of this Agreement.

3.4 Accurate Listings.

Lessors are responsible for ensuring that all listing information — including photos, descriptions, specifications, pricing, availability, and any terms of use — is accurate, complete, and current at all times. Lessors must promptly update or remove listings that no longer accurately reflect the equipment or its availability.

3.5 Fitness for Purpose.

Lessors warrant that equipment will perform as represented in the listing and is fit for the purpose for which it is marketed. Where equipment is listed for a specific activity or use case, Lessors warrant that the equipment meets any applicable manufacturer specifications and complies with any applicable federal, state, or local regulatory requirements for that use.

3.6 Prohibited Equipment.

Lessors may not list equipment that is illegal, subject to a manufacturer or government recall, requires a license or permit the Lessor cannot verify the Lessee holds, or falls within any category designated in the Company's Prohibited Items Policy, which is incorporated herein by reference and published on the Company's website at thegearupexchange.com. Prohibited items include, but are not limited to, firearms, ammunition, explosive devices, and motorized vehicles requiring registration. The Company reserves the right to update the Prohibited Items Policy at any time and to remove any listing without notice for policy violations or safety concerns.

3.7 Insurance.

Lessors are solely responsible for determining what insurance coverage, if any, is appropriate for their equipment and rental activities. The Company does not provide insurance coverage of any kind for Lessors or their equipment. Lessors acknowledge that standard homeowner, renter, or personal property policies may not cover equipment rented to third parties, and are encouraged to obtain appropriate commercial or rental-specific coverage.

3.8 Responsibility for Equipment-Related Harm.

Lessors are solely responsible for any injury, death, property damage, or loss caused by or arising out of defective, unsafe, misrepresented, or improperly maintained equipment. This responsibility exists regardless of whether the defect or condition was known to the Lessor at the time of rental. Lessors agree to indemnify and hold the Company harmless from any claims arising from equipment-related harm, as further detailed in Section 10.

3.9 Communication and Booking Obligations.

Lessors agree to respond to rental inquiries in a timely manner and to honor all confirmed bookings. Repeated failure to respond or honor bookings may result in account suspension or termination under Section 11.

3.10 Content License.

By posting, uploading, or submitting any content to the Platform — including photos, descriptions, and other listing materials ("Lessor Content") — Lessors grant the Company a non-exclusive, royalty-free, sublicensable, worldwide license to use, reproduce, display, distribute, and adapt such Lessor Content solely to operate, improve, and promote the Platform. This license survives removal of the content for a reasonable period for backup and archival purposes. Lessors represent and warrant that they hold all rights necessary to grant this license and that Lessor Content does not infringe any third-party intellectual property rights.

4. Lessee Obligations

Lessees must use equipment responsibly and legally, return it in the same condition (ordinary wear excepted), and are financially responsible for loss, theft, misuse, or damage during the rental period. Lessees are responsible for any insurance required for their use.

4.1 Eligibility and Qualification.

Lessees represent and warrant that they are physically capable, appropriately trained, and sufficiently experienced to safely operate any equipment they rent. Where equipment requires a license, certification, or permit to operate, Lessees warrant they hold all such credentials and will carry proof of the same during use.

4.2 Permitted Use.

Lessees agree to use equipment solely for its intended purpose, in the manner described in the listing, and in compliance with all applicable laws and regulations. Use of equipment for any purpose other than its intended use, in any manner inconsistent with the listing, or in violation of any law is a material breach of this Agreement. Lessees agree not to operate or use any rented equipment while under the influence of alcohol, controlled substances, or any medication that impairs judgment, reaction time, or physical coordination.

4.3 No Transfer of Rental Rights.

Lessees may not sublet, lend, transfer, assign, share, or otherwise permit any third party to use the equipment without the express prior written consent of the Lessor. Any unauthorized transfer is a material breach of this Agreement. The Lessee remains fully responsible for the equipment and all obligations under this Agreement regardless of any unauthorized transfer.

4.4 Geographic Restrictions.

Lessees agree to use equipment only within the geographic area agreed upon at the time of booking, or if no area is specified, within the jurisdiction in which the equipment was picked up. Taking equipment across state or international borders without the express prior consent of the Lessor provided through the Platform is a material breach of this Agreement.

4.5 Timely Return.

Lessees must return equipment by the date, time, and in the manner agreed at booking (the "Agreed Return Time"). The Lessee's obligation to safeguard and maintain the equipment continues until actual return and acceptance by the Lessor.

4.6 Late Returns.

Failure to return equipment by the Agreed Return Time constitutes a breach of this Agreement. Lessees acknowledge that holding equipment beyond the Agreed Return Time without authorization may constitute conversion under applicable law, in addition to breach of contract. Lessees are liable for any additional rental fees, losses, or damages suffered by the Lessor arising from a late return, including losses resulting from the Lessor's inability to fulfill other confirmed bookings.

4.7 Return Condition.

Lessees must return equipment in the same condition as received, subject only to ordinary wear and tear. The Lessor's documented assessment of equipment condition — submitted through the Platform within forty-eight (48) hours of confirmed equipment return — shall constitute prima facie evidence of any damage, absent clear and compelling contrary evidence submitted by the Lessee through the Platform within the same period.

4.8 Obligation to Report.

Lessees must promptly notify the Lessor and the Company of any damage, malfunction, accident, theft, or incident involving the equipment during the rental period, regardless of fault or severity. Failure to report known damage or incidents is a material breach of this Agreement.

4.9 Financial Responsibility.

Lessees are financially responsible for any loss, theft, damage, or destruction of equipment occurring during the rental period, from the time of pickup to the time of confirmed return. This responsibility applies regardless of cause, except where damage results solely from a pre-existing defect the Lessor failed to disclose, or from an Act of God or natural disaster genuinely beyond the Lessee's control.

4.10 Responsibility for Harm.

Lessees are solely responsible for any injury, death, property damage, or loss — whether to themselves, third parties, or property — arising out of their use, misuse, or possession of the equipment during the rental period. This responsibility applies regardless of the cause of the harm, except where it results solely from a pre-existing defect the Lessor failed to disclose. Lessees agree to indemnify and hold the Company harmless from any such claims, as further detailed in Section 10.

4.11 Insurance.

Lessees are solely responsible for determining what insurance coverage, if any, is appropriate for their rental activities and intended use. The Company does not provide insurance coverage of any kind for Lessees or their activities. Lessees acknowledge that personal insurance policies may not cover injuries or damage arising from rented equipment, and are encouraged to obtain appropriate coverage before renting.

5. Rental Terms and Payments

Rental duration, rates, deposits, and return requirements are agreed directly between Users. Payments are processed through the Platform's designated payment service and may include Company service fees.

5.1 Rental Agreements.

Rental duration, rates, pickup and return requirements, and any special conditions are agreed directly between Lessors and Lessees at the time of booking. The Company is not a party to these agreements and does not guarantee their terms will be honored by either party.

5.2 Payment Capture.

Payment is captured upon the Lessor's approval of a reservation request. By submitting a reservation request, Lessees authorize the Company to charge their payment method for the full rental amount, applicable deposits, and any Company service fees upon approval. Lessors acknowledge that approval of a reservation request constitutes a binding commitment to fulfill the rental on the agreed terms.

5.3 Service Fees.

Rental transactions may be subject to service fees charged by the Company to Lessors, Lessees, or both. Fee rates may be updated at the Company's discretion, and continued use of the Platform following any update constitutes acceptance of the revised fees. All fees are disclosed to Users prior to booking confirmation. Fee changes will not apply retroactively to any rental transaction for which a reservation request has already been approved at the time the change takes effect.

5.4 Owner Guarantee.

The Company provides limited equipment protection to Lessors through the GearUp Exchange Owner Guarantee Program. The terms, conditions, claim process, and coverage limits are set forth in the Owner Guarantee Policy, published on the Company's website at thegearupexchange.com and incorporated herein by reference.

5.5 Lessor Payouts.

Rental proceeds, less applicable service fees, will be disbursed to Lessors after the Lessee returns the equipment and the Lessor confirms receipt through the Platform. The Company reserves the right to delay disbursement where a dispute, chargeback, or investigation is pending.

5.6 Cancellations.

Cancellation terms, if any, are agreed directly between Lessors and Lessees at the time of booking. The Company does not guarantee any cancellation refunds and is not obligated to issue refunds in connection with any cancellation. The Company retains sole discretion to issue refunds in exceptional circumstances — including where equipment is materially not as described, unsafe, or unavailable at the time of rental — and all such determinations are final.

5.7 Taxes.

Lessors are solely responsible for determining and fulfilling any tax obligations arising from their rental income, including income tax, sales tax, or any other applicable taxes. The Company does not provide tax advice and makes no representations regarding Lessors' tax obligations. The Company reserves the right to collect and remit taxes where required by applicable law and to issue appropriate tax documentation to Users. The Company reserves the right to calculate, collect, and remit applicable sales, use, or rental taxes on behalf of Lessors where required by applicable Marketplace Facilitator laws or similar statutes. Any such amounts collected will be remitted directly to the applicable taxing authority and will not be retained by the Company.

5.8 Failed Payments and Chargebacks.

If a payment fails, is reversed, or a chargeback is filed, the Company reserves the right to suspend or terminate the associated account, pursue recovery of any amounts owed, and offset future payouts. Users agree to cooperate with the Company in resolving any payment disputes and acknowledge that filing a chargeback in bad faith is a material breach of this Agreement.

5.9 Third-Party Payment Processing.

All payments on the Platform are processed by Stripe, Inc. ("Stripe"). By using the Platform, Users agree to Stripe's terms of service and privacy policy, which govern the processing, storage, and security of payment information. The Company is not responsible for errors, failures, delays, or unauthorized access arising from Stripe's payment processing services. Payment data is handled in accordance with the Company's Privacy Policy and Stripe's applicable terms.

5.10 Dispute Resolution Process.

Either party to a rental transaction may initiate a dispute by contacting the Company at support@thegearupexchange.com within five (5) days of the triggering event (equipment return, alleged damage, late return, or similar).

5.10.1 Evidence Window. Upon receiving a dispute notice, the Company will notify the responding party, who must submit a written response and any supporting documentation — including timestamped photos and Platform communications — within five (5) days. Failure to respond within this window constitutes a waiver of the right to challenge the Company's determination.

5.10.2 Determination. The Company will review submitted evidence and issue a written determination within ten (10) business days. The determination may include disbursement or withholding of any security deposit, adjustment of pending payouts, or other remedies available under this Agreement.

5.10.3 Finality and Escalation. The Company's determination is final and binding on both parties. If either party believes the determination is incorrect, their remedy is arbitration under Section 12. The dispute resolution process is provided as a courtesy; the Company's determinations do not constitute legal judgments and the Company is not obligated to resolve every dispute submitted.

6. Acceptable Use Policy

Users agree not to: violate any law or regulation; list or use unsafe, prohibited, illegal, or recalled equipment; provide false or misleading information; attempt to circumvent Platform fees or processes; harm, interfere with, reverse-engineer, or misuse the Platform; or engage in harassment, discrimination, threats, or abusive behavior toward any User or the Company. Violations may result in account suspension or termination.

6.1 General Conduct.

Users agree to use the Platform only for its intended purpose and in compliance with all applicable laws, regulations, and this Agreement. Users agree not to:

• Violate any applicable law, regulation, or third-party right;
• List, rent, or use equipment that is unsafe, illegal, recalled, prohibited, or misrepresented;
• Provide false, misleading, or fraudulent information at any point, including during registration, listing creation, booking, or dispute resolution;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Use fraudulent, stolen, or unauthorized payment methods;
• Engage in harassment, discrimination, threats, hate speech, or abusive behavior toward any User or Company representative;
• Engage in any form of sexual harassment or discriminatory conduct based on race, gender, religion, nationality, disability, sexual orientation, or any other protected characteristic.

6.2 Platform Integrity.

Users agree not to:

• Circumvent, avoid, or bypass any Platform fees, payment processes, or systems, including by arranging transactions off-platform with Users first contacted through the Platform;
• Solicit or accept rental payments outside of the Platform's designated payment system;
• Interfere with, disrupt, damage, reverse-engineer, decompile, or attempt to gain unauthorized access to the Platform or its underlying systems;
• Use automated tools, bots, scrapers, or similar technology to access, collect, or copy Platform content without express written permission from the Company;
• Introduce malware, viruses, or any harmful code into the Platform;
• Use the Platform's messaging or communication tools for spam, solicitation, advertising, or any purpose unrelated to a legitimate rental transaction;
• Attempt to redirect Users to third-party platforms or services through Platform communications.

6.3 Off-Platform Transactions.

Users who first make contact through the Platform agree not to arrange, complete, or facilitate rental transactions outside of the Platform for a period of twelve (12) months following initial contact. Circumventing the Platform's fee structure in this manner is a material breach of this Agreement and may result in account termination and pursuit of damages.

6.4 Consequences of Violations.

Violations of this Section may result in immediate account suspension or termination, removal of listings or content, withholding of pending payouts, and pursuit of legal remedies including damages. The Company reserves the right to report violations to appropriate law enforcement or regulatory authorities where warranted. Users acknowledge that certain violations may cause harm to the Company or other Users for which monetary damages may be an inadequate remedy, and that the Company may seek injunctive or other equitable relief in addition to any other available remedies.

6.5 Reporting.

Users are encouraged to report suspected violations of this Section to the Company through the Platform's designated reporting tools or by contacting the Company directly. The Company will investigate reports at its sole discretion and is not obligated to take any particular action in response.

6.6 Community Standards and Content Moderation.

The Company has zero tolerance for objectionable content and abusive behavior on the Platform. Prohibited content includes hate speech, harassment, threats, sexually explicit material, discrimination, bullying, and fraud.

6.7 Content Review and Filtering.

All user-generated content is reviewed by the Company's moderation team before publication. Content is not visible to other Users until approved. The Company may remove any content that violates this Agreement at any time.

6.8 User Blocking Mechanism.

Users can block or report abusive Users through the in-app Contact Support feature. Users should describe the violation and provide supporting details. If the Company confirms abusive conduct, we will immediately disable the User's account, removing all their content from the Platform.

7. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY INJURY, DAMAGE, LOSS, DEATH, PROPERTY DAMAGE, THEFT, OR OTHER HARM ARISING OUT OF OR RELATED TO THE RENTAL, CONDITION, USE, OR MISUSE OF EQUIPMENT, OR USERS' INTERACTIONS WITH ONE ANOTHER.

The Platform and all services are provided "AS IS" without warranties of any kind, including fitness, safety, merchantability, or suitability of equipment.

7.1 No Warranty — Equipment.

THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE QUALITY, SAFETY, LEGALITY, FITNESS, CONDITION, OR SUITABILITY OF ANY EQUIPMENT LISTED ON THE PLATFORM. ALL EQUIPMENT IS RENTED "AS IS" AND SOLELY AT THE LESSEE'S RISK. THE COMPANY DOES NOT INSPECT, CERTIFY, OR GUARANTEE ANY EQUIPMENT LISTED BY LESSORS.

7.2 No Warranty — Platform.

THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, RELIABILITY, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

7.3 Third-Party Content.

THE COMPANY IS NOT RESPONSIBLE FOR AND MAKES NO REPRESENTATIONS REGARDING THE ACCURACY, COMPLETENESS, LEGALITY, OR RELIABILITY OF ANY USER-GENERATED CONTENT ON THE PLATFORM, INCLUDING LISTINGS, PHOTOS, DESCRIPTIONS, REVIEWS, OR RATINGS. USERS ACCESS AND RELY ON SUCH CONTENT ENTIRELY AT THEIR OWN RISK.

7.4 Third-Party Services.

THE COMPANY IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, ERRORS, OR FAILURES OF ANY THIRD-PARTY SERVICE PROVIDERS, INCLUDING PAYMENT PROCESSORS, IDENTITY VERIFICATION SERVICES, OR ANY OTHER THIRD-PARTY INTEGRATIONS. USE OF THIRD-PARTY SERVICES IS GOVERNED BY THOSE PARTIES' OWN TERMS AND POLICIES.

7.5 No Liability for User Interactions.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY INJURY, DEATH, PROPERTY DAMAGE, LOSS, THEFT, OR OTHER HARM ARISING OUT OF OR RELATED TO THE RENTAL, CONDITION, USE, MISUSE, OR MALFUNCTION OF ANY EQUIPMENT, OR ARISING OUT OF ANY INTERACTION, DISPUTE, OR TRANSACTION BETWEEN USERS, WHETHER ONLINE OR OFFLINE. THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, ACTS, OMISSIONS, REPRESENTATIONS, OR BEHAVIOR OF ANY USER, WHETHER ON OR OFF THE PLATFORM.

7.6 Exclusion of Consequential Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, PERSONAL INJURY, OR PROPERTY DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.7 Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO ANY USER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY THAT USER TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00). THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY — WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE — AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE LIMITATION OF LIABILITY IN THIS SECTION DOES NOT APPLY TO CLAIMS ARISING FROM THE COMPANY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL ACTS.

7.8 Essential Basis.

THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE COMPANY AND ITS USERS. THE COMPANY WOULD NOT PROVIDE ACCESS TO THE PLATFORM WITHOUT THESE LIMITATIONS.

8. Assumption of Risk

Users understand and voluntarily assume all risks — known and unknown — associated with using outdoor equipment, including risks of serious injury or death. Users acknowledge that outdoor activities inherently involve hazards.

8.1 Voluntary Participation.

Users acknowledge and agree that their use of the Platform and participation in any rental transaction is entirely voluntary. Users have the option not to use the Platform or rent any equipment and do so entirely at their own election and risk.

8.2 Inherent Risks.

Users acknowledge that the rental and use of equipment — including but not limited to outdoor, recreational, sporting, power, mechanical, and general use equipment — involves inherent risks that cannot be fully eliminated regardless of the care taken by any party. These risks include but are not limited to:

• Physical injury, serious bodily harm, or death;
• Property damage or destruction;
• Equipment malfunction, failure, or defect;
• Adverse weather, terrain, or environmental conditions;
• The actions or negligence of third parties;
• User error, inexperience, or misjudgment;
• Theft, loss, or vandalism of equipment.

8.3 Informed Assumption of Risk.

Users knowingly, voluntarily, and expressly assume all risks — known and unknown, foreseen and unforeseen — associated with renting, possessing, operating, or using any equipment obtained through the Platform. This assumption of risk applies regardless of the cause of any injury, damage, or loss, including the negligence of any other party.

8.4 Independent Assessment.

Users acknowledge that they are solely responsible for independently assessing their own physical fitness, skill level, experience, and qualifications before renting or using any equipment. Users acknowledge that they are solely responsible for determining whether any equipment is suitable for their intended use, the conditions in which they intend to use it, and their own capabilities.

8.5 No Guarantee of Safety.

Users acknowledge that the Company does not inspect, certify, or guarantee the safety or condition of any equipment listed on the Platform, and that the Company's facilitation of a rental transaction does not constitute any representation that the equipment is safe, suitable, or appropriate for any particular use or user.

8.6 Lessor Risks.

Lessors acknowledge and assume all risks associated with renting their equipment to third parties, including but not limited to equipment damage, loss, theft, non-payment, and disputes with Lessees. Lessors are solely responsible for evaluating the suitability of any Lessee before confirming a rental.

8.7 Survival.

The assumptions of risk in this Section survive the termination of any rental transaction and this Agreement.

9. Release of Liability

Users release and waive all claims against the Company arising out of or related to the rental, possession, operation, or use of any equipment, or any dispute between Users.

California Waiver: California users knowingly waive the protections of California Civil Code §1542, meaning the release applies to unknown or unanticipated claims.

9.1 Released Parties.

For purposes of this Section, "Released Parties" means the Company and its parent companies, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, licensors, successors, and assigns.

9.2 General Release.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USERS HEREBY FULLY, FINALLY, AND IRREVOCABLY RELEASE, WAIVE, AND DISCHARGE THE RELEASED PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSSES, COSTS, AND LIABILITIES OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATED TO: THE RENTAL, POSSESSION, OPERATION, USE, OR MISUSE OF ANY EQUIPMENT OBTAINED THROUGH THE PLATFORM; ANY INTERACTION, TRANSACTION, DISPUTE, OR COMMUNICATION BETWEEN USERS; THE COMPANY'S PROVISION OF OR FAILURE TO PROVIDE PLATFORM SERVICES; ANY ACT, OMISSION, NEGLIGENCE, OR CONDUCT OF THE RELEASED PARTIES IN CONNECTION WITH THE PLATFORM; ANY THIRD-PARTY SERVICE FAILURES, INCLUDING PAYMENT PROCESSING ERRORS OR OUTAGES; AND ANY USER-GENERATED CONTENT, LISTINGS, REPRESENTATIONS, OR COMMUNICATIONS ON THE PLATFORM.

9.3 Negligence Release.

THIS RELEASE EXPRESSLY INCLUDES CLAIMS ARISING FROM THE ORDINARY NEGLIGENCE OF THE RELEASED PARTIES. USERS ACKNOWLEDGE THAT THIS RELEASE COVERS NOT ONLY CLAIMS ARISING FROM THE ACTS OF OTHER USERS BUT ALSO CLAIMS ARISING FROM THE COMPANY'S OWN NEGLIGENCE, ERRORS, OR OMISSIONS IN OPERATING THE PLATFORM. NOTWITHSTANDING THE FOREGOING, THIS RELEASE DOES NOT EXTEND TO CLAIMS ARISING FROM THE COMPANY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL ACTS.

9.4 California Civil Code §1542 Waiver.

Users who are residents of California expressly waive all rights and benefits under California Civil Code §1542, which provides:

"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Users acknowledge and agree that this waiver is knowing and voluntary and that the release in this Section extends to all unknown and unanticipated claims.

9.5 Waiver for Other Jurisdictions.

Users who are residents of jurisdictions other than California acknowledge that they may have rights under applicable local law similar to those provided by California Civil Code §1542. To the maximum extent permitted by applicable law, Users expressly waive any such rights and agree that this release extends to all unknown and unanticipated claims regardless of jurisdiction.

9.6 Acknowledgment.

Users acknowledge that they have read and understand this release, that they are giving up substantial legal rights including the right to sue the Released Parties, that they have had the opportunity to seek independent legal advice before agreeing to this release, and that their agreement is knowing, voluntary, and made in consideration of access to the Platform.

9.7 Survival.

This release survives the termination of any rental transaction and this Agreement and remains in full force and effect indefinitely.

10. Indemnification

Users agree to defend, indemnify, and hold the Company harmless from any claim, loss, damage, or liability arising out of: their rental or use of equipment; their content, listings, or communications; any damage or injury they cause; their breach of this Agreement; or their violation of law. Lessors additionally indemnify the Company for any third-party IP infringement claims related to their equipment listings or content. All indemnification and release obligations survive termination.

10.1 Indemnified Parties.

For purposes of this Section, "Indemnified Parties" means the Company and its parent companies, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, licensors, successors, and assigns.

10.2 General User Indemnification.

Each User agrees to defend, indemnify, and hold harmless the Indemnified Parties from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses — including reasonable attorneys' fees — arising out of or related to: their access to or use of the Platform; their rental, possession, operation, use, or misuse of any equipment; any injury, death, or property damage caused by or arising from their actions or omissions; their content, listings, photos, descriptions, reviews, or communications on the Platform; their breach of any representation, warranty, or obligation under this Agreement; their violation of any applicable law, regulation, or third-party right; and any dispute between them and another User.

10.3 Lessor-Specific Indemnification.

In addition to the general indemnification in §10.2, Lessors agree to defend, indemnify, and hold harmless the Indemnified Parties from and against any and all claims arising out of or related to: any defect, malfunction, unsafe condition, or misrepresentation relating to their listed equipment; their failure to disclose known defects or limitations as required by §3.3; any injury, death, or property damage caused by or arising from their equipment; any allegation that their listings, content, photos, brand names, trademarks, or materials infringe any third-party intellectual property rights; their failure to maintain required insurance or licenses; and any regulatory violation arising from their rental activities.

10.4 Lessee-Specific Indemnification.

In addition to the general indemnification in §10.2, Lessees agree to defend, indemnify, and hold harmless the Indemnified Parties from and against any and all claims arising out of or related to: any injury, death, or property damage caused by or arising from their use or misuse of rented equipment; their unauthorized transfer, subletting, or lending of equipment in violation of §4.3; their use of equipment outside agreed geographic boundaries in violation of §4.4; their failure to return equipment by the Agreed Return Time; any regulatory violation arising from their use of rented equipment; and any allegation that their content, reviews, or communications infringe any third-party intellectual property rights.

10.5 Duty to Defend.

The duty to defend arises immediately upon the assertion of any claim covered by this Section, regardless of the merit of such claim. Upon the Company's request, Users shall immediately assume defense of any such claim at their own expense. The Company reserves the right, at its sole discretion, to assume control of the defense of any claim and to select its own counsel, in which case the indemnifying User shall remain responsible for all reasonable attorneys' fees and costs incurred.

10.6 Cooperation.

Users agree to cooperate fully with the Indemnified Parties in the defense of any claim covered by this Section, including by providing documents, information, testimony, and access to relevant records upon request.

10.7 Settlement Control.

The indemnifying User may not settle any claim that imposes any obligation, restriction, or liability on any Indemnified Party without the prior written consent of the Company, which consent shall not be unreasonably withheld.

10.8 Survival.

All indemnification obligations under this Section survive the termination of any rental transaction and this Agreement and remain in full force and effect indefinitely.

11. Termination

The Company may suspend or terminate accounts for violations, safety concerns, fraud, or noncompliance. Users may close accounts at any time.

11.1 Suspension.

The Company may temporarily suspend your account and access to the Platform at its sole discretion, with or without notice, for any reason including but not limited to: suspected fraud, misrepresentation, or abuse; an active dispute, investigation, or chargeback; failure to maintain accurate account information; suspected violation of this Agreement pending investigation; safety concerns regarding listed equipment or User conduct; or any other circumstance where the Company determines suspension is appropriate to protect Users or the Platform. Suspension does not terminate this Agreement and does not relieve the User of any obligations hereunder. The Company will endeavor to notify suspended Users of the reason for suspension where it is safe and appropriate to do so.

11.2 Termination by the Company.

The Company may terminate your account and access to the Platform at its sole discretion, with or without notice, for any reason including but not limited to: material breach of this Agreement; repeated or serious violations of the Acceptable Use Policy; fraud, identity misrepresentation, or criminal conduct; safety violations or listing of prohibited equipment; conduct that harms or threatens to harm other Users, the Company, or the Platform; failure to resolve outstanding financial obligations; or any circumstance where the Company determines continued access poses an unacceptable risk. Where practicable and where doing so does not compromise safety or an ongoing investigation, the Company will provide notice of termination and a reasonable opportunity to cure material breaches before termination takes effect. The Company reserves the right to terminate immediately and without notice in cases involving fraud, safety risks, or serious harm.

11.3 Effect on Pending Transactions.

Upon termination or suspension: active rental transactions already in progress will be honored where reasonably practicable and where doing so does not pose a safety risk; pending reservation requests not yet approved will be cancelled; pending Lessor payouts may be withheld pending resolution of any outstanding disputes, chargebacks, or investigations, and will be released following resolution and confirmed equipment return where no such issues exist; and the Company reserves the right to offset any amounts owed to it against any pending payouts.

11.4 Data and Content Following Termination.

Upon termination, the Company may remove your listings, content, and account information from public view. The Company will retain your account data in accordance with its Privacy Policy and applicable law. You acknowledge that the Company is not obligated to return or provide copies of any content submitted to the Platform following termination.

11.5 User-Initiated Account Closure.

Users may request closure of their accounts at any time by following the account closure process available on the Platform. Account closure will not be processed while any of the following are pending: an active rental transaction; an unresolved dispute or investigation; an outstanding financial obligation to the Company or another User; or a pending payout hold or chargeback. Users may not close their accounts to avoid obligations, escape disputes, or circumvent this Agreement. Attempting to do so is a material breach of this Agreement.

11.6 Post-Termination Obligations.

Termination of your account does not relieve you of any obligations that arose prior to termination. The following provisions survive termination of this Agreement: Sections 7 (Disclaimers and Limitation of Liability), 8 (Assumption of Risk), 9 (Release of Liability), 10 (Indemnification), and any payment obligations outstanding at the time of termination.

11.7 Re-Registration.

Users whose accounts have been terminated by the Company are prohibited from re-registering on the Platform without the Company's express prior written consent. The Company reserves the right to terminate any account it determines belongs to a previously terminated User.

12. Governing Law, Dispute Resolution, and Arbitration

This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles.

12.1 Governing Law.

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

12.2 Informal Resolution.

Before initiating any formal dispute resolution process, Users agree to first contact the Company at support@thegearupexchange.com and provide a written description of the dispute, the relief sought, and relevant supporting information. The parties agree to attempt to resolve the dispute informally for a period of thirty (30) days from the date of notice. This informal resolution period is a condition precedent to initiating arbitration.

12.3 Mandatory Arbitration.

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or any rental transaction — including disputes regarding the validity, enforceability, or scope of this arbitration clause — shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as amended from time to time. The arbitration shall be conducted in Santa Cruz, California or, at the User's election, by video conference or telephone. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.4 Class Action Waiver.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USERS WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND IN ARBITRATION OR IN COURT. ALL DISPUTES MUST BE BROUGHT IN THE USER'S INDIVIDUAL CAPACITY ONLY. IF THIS WAIVER IS FOUND UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THAT CLAIM MUST BE SEVERED FROM ARBITRATION AND BROUGHT IN COURT, WITH ALL OTHER CLAIMS REMAINING IN ARBITRATION.

12.5 Small Claims Carve-Out.

Notwithstanding the foregoing, either party may bring an individual claim in small claims court in the county of the User's residence or in Santa Cruz County, California, provided the claim qualifies for small claims court under applicable law and remains an individual action.

12.6 Injunctive Relief Carve-Out.

Notwithstanding the arbitration requirement, either party may seek temporary restraining orders, preliminary injunctions, or other emergency equitable relief in any court of competent jurisdiction where necessary to prevent irreparable harm pending the outcome of arbitration. Seeking such relief does not waive the right to arbitration on the underlying claim.

12.7 Arbitration Costs.

Arbitration filing fees and arbitrator compensation shall be allocated in accordance with the AAA Consumer Arbitration Rules. Where a User's claim does not exceed $10,000, the Company will pay all AAA filing fees unless the arbitrator finds the claim frivolous or brought in bad faith.

12.8 Opt-Out Right.

Users who do not wish to be bound by the arbitration clause in §12.3 may opt out by sending written notice to support@thegearupexchange.com within thirty (30) days of first accepting this Agreement. Opt-out notices must include the User's name, email address, and a clear statement that they are opting out of arbitration. Opting out of arbitration does not affect any other provision of this Agreement. Users who opt out remain subject to the governing law and venue provisions of this Section.

12.9 Venue and Jurisdiction.

For any dispute not subject to arbitration under this Section, or where the arbitration clause is found unenforceable, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Santa Cruz County, California and waive any objection to such jurisdiction or venue.

12.10 Time Limitation on Claims.

Any claim arising out of or related to this Agreement or the Platform must be brought within one (1) year of the date the claimant knew or should have known of the facts giving rise to the claim, to the maximum extent permitted by applicable law. Where applicable law prohibits shortening the applicable statute of limitations, the statutory period governs.

13. Amendments

The Company may update this Agreement periodically. Continued use of the Platform constitutes acceptance of updated terms.

13.1 Right to Amend.

The Company reserves the right to modify, update, or replace this Agreement at any time at its sole discretion. All amendments become part of this Agreement upon the effective date specified in the updated version.

13.2 Version Control.

The current version of this Agreement will always be accessible on the Platform and will display the effective date at the top of the document. Users are encouraged to review the Agreement periodically. Prior versions of the Agreement may be requested by contacting the Company at support@thegearupexchange.com.

13.3 Notice of Amendments.

The Company will provide notice of amendments as follows:

• Non-material amendments — such as typographical corrections, clarifications, or administrative updates that do not materially affect User rights or obligations — may be made without advance notice and take effect upon posting.
• Material amendments — including changes to fees, payment terms, dispute resolution procedures, liability provisions, or User obligations — will be communicated to Users via email to the address on file and/or prominent notice on the Platform at least fourteen (14) days before taking effect.

13.4 Acceptance of Amendments.

Continued use of the Platform following the effective date of any amendment constitutes acceptance of the amended Agreement. If you do not agree to a material amendment, you must stop using the Platform and may close your account before the amendment takes effect in accordance with Section 11.5. Closing your account does not relieve you of obligations arising under the Agreement prior to the effective date of the amendment.

13.5 Arbitration Clause Amendments.

Notwithstanding the foregoing, any amendment to Section 12 (Governing Law, Dispute Resolution, and Arbitration) will be communicated to Users at least thirty (30) days before taking effect and will not apply retroactively to disputes that arose before the effective date of the amendment. Users who do not agree to an amended arbitration clause may opt out in accordance with Section 12.8 within thirty (30) days of receiving notice of the amendment.

13.6 No Waiver by Inaction.

The Company's failure to enforce any provision of this Agreement or to exercise any right under this Agreement does not constitute a waiver of that provision or right and does not prevent the Company from enforcing that provision or exercising that right in the future.

14. Entire Agreement

14.1 Entire Agreement.

This Agreement, together with the Privacy Policy and any other policies or guidelines incorporated herein by reference and published on the Platform (collectively, the "Platform Policies"), constitutes the entire agreement between Users and the Company with respect to access to and use of the Platform and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to the same subject matter.

14.2 Severability.

If any provision of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, it will be severed from this Agreement. The remaining provisions of this Agreement will continue in full force and effect. The invalidity or unenforceability of any provision in one jurisdiction does not affect the validity or enforceability of that provision in any other jurisdiction.

14.3 Waiver.

No failure or delay by the Company in exercising any right, power, or remedy under this Agreement constitutes a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy precludes any other or further exercise of that right or the exercise of any other right, power, or remedy. A waiver is only effective if made in writing and signed by an authorized representative of the Company.

14.4 Electronic Acceptance.

Users acknowledge that by clicking "I Agree," checking an acceptance box, creating an account, or continuing to use the Platform after being presented with this Agreement, they are entering into a legally binding contract with the Company. Electronic acceptance constitutes a valid signature and is equivalent to a written, handwritten signature for all purposes under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state electronic signature laws.

14.5 Assignment.

Users may not assign, transfer, delegate, or sublicense any of their rights or obligations under this Agreement without the prior written consent of the Company. Any purported assignment in violation of this Section is null and void. The Company may freely assign this Agreement, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without User consent and without notice, provided that the assignee assumes all obligations under this Agreement.

14.6 Headings.

Section headings in this Agreement are for convenience and reference only and do not affect the interpretation or construction of any provision of this Agreement.

14.7 Force Majeure.

Neither party will be liable for any failure or delay in performance under this Agreement to the extent caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, or internet or telecommunications failures. The affected party must promptly notify the other party and use reasonable efforts to resume performance as soon as practicable.

14.8 Consent Records.

The Company maintains electronic records of each User's acceptance of this Agreement, including the version accepted and the date, time, and IP address of acceptance. These records are conclusive evidence of each User's agreement to the terms in effect at the time of acceptance.