Payment Terms of Service

Payments Terms of Service

Please read these Payments Terms of Service (“Payments Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By using the Payment Services (as defined below), you agree to comply with and be bound by these Payments Terms.

Please note: Section 22 of these Payments Terms contains an arbitration clause and class action waiver that applies to all Toolsharer Members. If your country of residence is the United States, this provision applies to all disputes with Toolsharer Payments. If your country of residence is outside of the United States, this provision applies to any action you bring against Toolsharer Payments in the United States. It affects how disputes with Toolsharer Payments are resolved. By accepting these Payments Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

Last Updated: August 10, 2020

These Payments Terms constitute a legally binding agreement (“Agreement”) between you and Toolsharer Payments (as defined below) governing the Payment Services (defined below) conducted through or in connection with the Toolsharer Platform.

When these Payments Terms mention “Toolsharer Payments,” “we,” “us,” or “our,” it refers to the Toolsharer Payments company you are contracting with for Payment Services, which may be Toolsharer Payments, Inc. (“Toolsharer Payments US”), Toolsharer Payments Australia Pty. Ltd. (“Toolsharer Payments Australia”)

Your contracting entity will be determined based on your country of residence subject to the exceptions described in the following:

Country of residence		Contracting entity
United States		Toolsharer Payments US
Australia		Toolsharer Payments Australia
All other countries		Toolsharer Payments Australia

If you change your country of residence, the Toolsharer company you contract with will generally be determined by your new country of residence as specified above, from the date on which your country of residence changes. Please note, however, that the Toolsharer Payments company with which you contract will stay the same for all bookings made prior to your change of residence.

The Toolsharer Terms of Service (“Toolsharer Terms”) separately govern your use of the Toolsharer Platform. All capitalized terms have the meaning set forth in the Toolsharer Terms unless otherwise defined in these Payments Terms.

In certain situations, customers may be required to enter into unique payment processing agreements with Toolsharer Payments. To the extent that there is a conflict between these Payment Terms and terms and conditions set forth in any relevant payment processing agreement, the latter terms and conditions will take precedence, unless specified otherwise.

Our collection and use of personal information in connection with your access to and use of the Payment Services is described in Toolsharer’s Privacy Policy.

Table of Contents

Scope and Use of the Payment Services
Key Definitions
Modification of these Payments Terms
Eligibility, Member Verification
Account Registration
Payment Methods and Payout Methods
Financial Terms for Equipment Owners
Financial Terms for Renters
Appointment of Toolsharer Payments as Limited Payment Collection Agent
General Financial Terms
Security Deposits
Currency Conversion
Abandoned Property
Prohibited Activities
Intellectual Property Ownership, Rights Notices
Feedback
Disclaimers
Liability
Indemnification
Termination, Suspension, and other Measures
Applicable Law and Jurisdiction
Dispute Resolution and Arbitration Agreement
General Provisions
Additional Clauses for Users that are Businesses
Contacting Toolsharer Payments

1. Scope and Use of the Payment Services

1.1 Toolsharer Payments provides payments services to Members, including payment collection services, payments and payouts, in connection with and through the Toolsharer Platform (“Payment Services”). Please note that “Payment Services” include Toolsharer Payments services associated with free Listings provided through Toolsharer’s Open Homes Program.

1.2 Toolsharer Payments may temporarily and under consideration of the Members’ legitimate interests (e.g., by providing prior notice), restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. Toolsharer Payments may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. Toolsharer Payments will provide notice to Members of any changes to the Payment Services, unless such changes do not materially increase the Members’ contractual obligations or decrease the Members’ rights under these Payments Terms.

1.3 The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms and conditions and privacy practices and Members should review them independently. Toolsharer Payments is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Toolsharer Payments of such Third-Party Services.

1.4 You may not use the Payment Services except as authorized by United States law, the laws of the jurisdiction that is your country of residence, and any other applicable laws. In particular, but without limitation, the Payment Services may not be used to send or receive funds: (i) into any United States embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that: (i) neither you nor your Host Services are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.

1.5 Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable for a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

2. Key Definitions

“Payout” means a payment initiated by Toolsharer Payments to a Member for services (such as Listing Fees) performed in connection with the Toolsharer Platform.

“Payment Method” means a financial instrument that you have added to your Toolsharer Account, such as a credit card, debit card, or PayPal account.

“Payout Method” means a financial instrument that you have added to your Toolsharer Account, such as a PayPal account, direct deposit, a prepaid card, or a debit card (where available).

3. Modification of these Payments Terms

Toolsharer Payments reserves the right to modify these Payments Terms at any time in accordance with this provision. If we make changes to these Payments Terms, we will post the revised Payments Terms on the Toolsharer Platform and update the “Last Updated” date at the top of these Payments Terms. We will also provide you with notice by email of the modification at least thirty (30) days before the date they become effective, however, Members contracting with Toolsharer Payments UK, Toolsharer Payments Luxembourg or Toolsharer Payments Australia will receive notice at least two (2) months prior to the effective date. If you disagree with the revised Payments Terms, you may terminate this Agreement with immediate effect. We will inform you about your right of refusal and your right to terminate this Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued use of the Payment Services will constitute acceptance of the revised Payments Terms.

4. Eligibility, Member Verification

4.1 You must be at least 18 years old and able to enter into legally binding contracts to use the Payment Services. By using the Payment Services you represent and warrant that you are 18 or older.

4.2 Toolsharer Payments may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.

4.3 We may make inquiries we consider necessary to help verify or check your identity or prevent fraud. Towards this end, you authorize Toolsharer Payments to screen you against third party databases or other sources and request reports from service providers. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include (i) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; (ii) requiring you to take steps to confirm ownership of your email address, Payment Methods or Payout Methods; or (iii) attempting to screen your information against third-party databases. Toolsharer Payments reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

5. Account Registration

5.1 In order to use the Payment Services, you must have an Toolsharer Account in good standing. If you or Toolsharer closes your Toolsharer Account for any reason, you will no longer be able to use the Payment Services.

5.2 You may authorize a third party to use your Toolsharer Account in accordance with the Toolsharer Terms. You acknowledge and agree that anyone you authorize to use your Toolsharer Account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person. If you reside in the EEA and contract with Toolsharer Payments Luxembourg, this Section 5.2 does not apply.

6. Payment Methods and Payout Methods

6.1 When you add a Payment Method or Payout Method to your Toolsharer Account, you will be asked to provide customary billing information such as name, billing address, and financial instrument information either to Toolsharer Payments or its third-party payment processor(s). You must provide accurate, current, and complete information when adding a Payment Method or Payout Method, and it is your obligation to keep your Payment Method and Payout Method up-to-date at all times. The information required for Payout Methods will depend on the particular Payout Method and may include:

Your residential address, name on the account, account type, routing number, account number, email address, payout currency, identification number and account information associated with a particular payment processor.

6.2 When you add or use a new Payment Method, Toolsharer Payments may verify the Payment Method by authorizing a nominal amount or by authenticating your account via a third-party payment service provider. For further verification, we may also (i) authorize your Payment Method for one or two additional nominal amounts, and ask you to confirm these amounts, or (ii) require you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payout Method. When you add a Payment Method during checkout, we will automatically save that Payment Method to your Toolsharer Account so it can be used for a future transaction.

6.3 Please note that Payment Methods and Payout Methods may involve the use of third-party payment service providers. These service providers may charge you additional fees when processing payments and Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and Toolsharer Payments is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method or Payout Method may also be subject to additional terms and conditions imposed by the applicable third-party payment service provider; please review these terms and conditions before using your Payment Method or Payout Method.

6.4 You authorize Toolsharer Payments to store your Payment Method information and charge your Payment Method as outlined in these Payments Terms. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partner or your bank and update your Payment Method on file in your Toolsharer Account.

6.5 You are solely responsible for the accuracy and completeness of your Payment Method and Payout Method information. Toolsharer Payments is not responsible for any loss suffered by you as a result of incorrect Payment Method or Payout Method information provided by you.

6.6. If your Contracting Entity’s location is different than the country of your Payment Method or your selected currency is different than your Payment Method’s billing currency, your payment may be processed outside your country of residence. For example, if you make a booking using a U.S.-issued card, but select Euro as your currency, your payment may be processed outside the U.S. Banks and credit card companies may impose international transaction fees and foreign exchange fees on such international transactions. In addition, if you select to pay with a currency that is different than your Payment Method’s billing currency, your bank or credit card company may convert the payment amount to your billing currency associated with you Payment Method, based on an exchange rate and fee amount determined solely by your bank. As a result, the amount listed on your card statement may be a different amount than that shown on checkout. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.

7. Financial Terms for Hosts

7.1 Generally

Generally speaking, Toolsharer Payments will collect the Total Fees from a renter at the time the renter’s booking request is accepted by the host, or at any other time mutually agreed between the renter and Toolsharer Payments.

7.2. Payouts

7.2.1 In order to receive a Payout you must have a valid Payout Method linked to your Toolsharer Account. Toolsharer Payments will generally initiate Payouts to your selected Payout Method: (i) for rentals, 24 hours of the renter’s scheduled rental commencement time (or 24 hours of 3:00 pm local time – or 3:00 pm UTC if local time is unknown – if the rental commencement time is flexible or not specified); and (ii) for all other rental services, at the time specified via the Toolsharer Platform. In certain jurisdictions or instances, Toolsharer Payments may offer you a different time or trigger for payment. For example, in certain cases, eligible Hosts may be able to receive a Payout for a booking prior to the renter’s scheduled commencement. Any such alternative Payout option may be subject to additional terms and conditions.

7.2.2 The time it takes to receive Payouts once released by Toolsharer Payments may depend upon the Payout Method you select and the Payout Method provider’s processing schedule. Toolsharer Payments may delay or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation. New Hosts in China that successfully list their Accommodation for the first time from the date of these Payments Terms will receive Payouts 48 hours after the renter’s scheduled check-out time or 7 days after the renter’s scheduled check-in time, whichever is earlier.

7.2.3 Your Payout for a booking will be the Listing Fee less applicable Host Fees and Taxes.

7.2.4 In the event of a renter’s cancellation of a confirmed booking, Toolsharer Payments will remit a Payout of any portion of the Total Fees due to you under the applicable cancellation policy.

7.2.5 Toolsharer Payments will remit your Payouts in your currency of choice, depending upon your selections via the Toolsharer Platform and as further set out in Section 12. Amounts may be rounded up or down as described in the Toolsharer Terms.

7.2.6 For compliance or operational reasons, Toolsharer Payments may limit the value of each individual Payout. If you are due an amount above that limit, Toolsharer Payments may initiate a series of Payouts (potentially over multiple days) in order to provide your full payout amount.

8. Financial Terms for renters

8.1 You authorize Toolsharer Payments to charge your Payment Method the Total Fees for any booking requested in connection with your Toolsharer Account. Toolsharer Payments will collect the Total Fees in the manner agreed between you and Toolsharer Payments via the Toolsharer Platform. Toolsharer Payments will generally collect the Total Fees after the Host accepts your booking request. However, if you pay with a push Payment Method (such as Sofort), Toolsharer Payments will collect the Total Fees at the time of your booking request or after the Host accepts your booking request. Toolsharer Payments may offer alternative options for the timing and manner of payment. For example, in some cases, renters may be required to pay or have the option to pay for Host Services in multiple installments. Any additional fees for using offered payment options will be displayed via the Toolsharer Platform and included in the Total Fees, and you agree to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option. If Toolsharer Payments is unable to collect the Total Fees as scheduled, Toolsharer Payments will collect the Total Fees at a later point. Once the payment transaction for your requested booking is successfully completed, you will receive a confirmation email.

8.2 When you request to book a Listing, Toolsharer Payments may also (i) obtain a pre-authorization via your Payment Method for the Total Fees, (ii) charge or authorize your Payment Method a nominal amount, to verify your Payment Method, or (iii) authenticate your account via a third-party payment service provider to verify your Payment Method.

8.3 If a requested booking is cancelled either because it is not accepted by the Host or you cancel the booking request before it is accepted by the Host, any amounts collected by Toolsharer Payments will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.

8.4 You authorize Toolsharer Payments to perform the Payment Method verifications described in Sections 6 and 8, and to charge your Payment Method for any bookings made in connection with your Toolsharer Account. You hereby authorize Toolsharer Payments to collect any amounts due,by charging the Payment Method provided at checkout, either directly by Toolsharer Payments or indirectly, via a third-party online payment processor, and/or by one or more of the payment methods available on the Toolsharer Platform (such as gift cards).

9. Appointment of Toolsharer Payments as Limited Payment Collection Agent

9.1 Each Member collecting payment for services provided via the Toolsharer Platform (such as Host Services or certain transactions facilitated through the Resolution Center) (“Providing Member”) hereby appoints Toolsharer Payments as the Providing Member’s payment collection agent solely for the limited purpose of accepting funds from Members purchasing such services (“Purchasing Members”).

9.2 Each Providing Member agrees that payment made by a Purchasing Member through Toolsharer Payments, shall be considered the same as a payment made directly to the Providing Member, and the Providing Member will provide the purchased services to the Purchasing Member in the agreed-upon manner as if the Providing Member has received the payment directly from the Purchasing Member. Each Providing Member agrees that Toolsharer Payments may refund the Purchasing Member in accordance with the Toolsharer Terms. Each Providing Member understands that Toolsharer Payments’ obligation to pay the Providing Member is subject to and conditional upon successful receipt of the associated payments from Purchasing Members. Toolsharer Payments guarantees payments to Providing Members only for such amounts that have been successfully received by Toolsharer Payments from Purchasing Members in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Providing Member, Toolsharer Payments assumes no liability for any acts or omissions of the Providing Member.

9.3 Each Purchasing Member acknowledges and agrees that, notwithstanding the fact that Toolsharer Payments is not a party to the agreement between you and the Providing Member, Toolsharer Payments acts as the Providing Member’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Providing Member. Upon your payment of the funds to Toolsharer Payments, your payment obligation to the Providing Member for the agreed upon amount is extinguished, and Toolsharer Payments is responsible for remitting the funds to the Providing Member in the manner described in these Payments Terms, which constitute Toolsharer Payments’ agreement with the Purchasing Member. In the event that Toolsharer Payments does not remit any such amounts, the Providing Member will have recourse only against Toolsharer Payments and not the Purchasing Member directly.

10. General Financial Terms

10.1 Fees

Toolsharer Payments may charge fees for use of certain Payment Services and any applicable fees will be disclosed to Members via the Toolsharer Platform.

10.2 Payment Authorizations

You authorize Toolsharer Payments to collect from you amounts due pursuant to these Payment Terms or the Toolsharer Terms. Specifically, you authorize Toolsharer Payments to collect from you:

Any amount due to Toolsharer (e.g., as a result of your bookings, Booking Modifications, cancellations, or other actions as a renter, Co-Payer, Host or user of the Toolsharer Platform), including reimbursement for costs prepaid by Toolsharer on your behalf, by charging any Payment Method on file in your Toolsharer Account (unless you have previously removed the authorization to charge such Payment Method(s)) or by withholding such amounts from your future Payouts. Any funds collected by Toolsharer Payments will setoff the amount owed by you to Toolsharer and extinguish your obligation to Toolsharer.
Any amount due to a Providing Member from a Purchasing Member which Toolsharer collects as the Providing Member’s payment collection agent as further set out in Section 9 above.
Taxes, where applicable and as set out in the Toolsharer Terms.
Any amount you pay through the Resolution Center in connection with your Toolsharer Account. Toolsharer Payments may do so by charging the Payment Method associated with the relevant booking, or any other Payment Method on file in your Toolsharer Account (unless you have previously removed the authorization to charge such Payment Method(s)), or by withholding the amount from your future Payouts.
Overstay Fees payable under the Toolsharer Terms. In addition, Toolsharer Payments may recover any costs and expenses it incurs in collecting the Overstay Fees by charging any Payment Method(s) you have on file in your Toolsharer Account (unless you have previously removed the authorization to charge such Payment Method(s)).
Any Service Fees or cancellation fees imposed pursuant to the Toolsharer Terms (e.g., if, as a Host, you cancel a confirmed booking). Toolsharer Payments will be entitled to recover the amount of any such fees from you, including by subtracting such refund amount out from any future Payouts due to you.
Fees improperly paid to you as a Host. If, as a Host, your renter cancels a confirmed booking or Toolsharer decides that it is necessary to cancel a confirmed booking, and Toolsharer issues a refund to the renter in accordance with the Toolsharer Terms, Renter Refund Policy, Extenuating Circumstances Policy, or other applicable cancellation policy, you agree that in the event you have already been paid, Toolsharer Payments will be entitled to recover the amount of any such refund from you, including by subtracting such refund amount out from any future Payouts due to you.
Fees, costs and/or expenses associated with a Damage Claim, including any Security Deposit, as set out in the Toolsharer Terms. If Toolsharer Payments is unable to collect from your Payment Method used to make the booking, you agree that Toolsharer Payments may charge any other Payment Method on file in your Toolsharer Account at the time of the Damage Claim (unless you have previously removed the authorization to charge such Payment Method(s)). Toolsharer Payments also reserves the right to otherwise collect payment from you and pursue any remedies available to Toolsharer Payments in this regard in situations in which you are responsible for a Damage Claim pursuant to the Toolsharer Terms, including, but not limited to, in relation to any payment requests made by Hosts under the Toolsharer Host Guarantee.
Fees payable by Co-Payers as part of the Group Payment Service by charging any Payment Method on file in your Toolsharer Account (unless you have previously removed the authorization to charge such Payment Method(s)), or by withholding such amounts from your future Payouts. Any funds collected by Toolsharer Payments will setoff the amount owed by you to Toolsharer and extinguish your obligation to Toolsharer.

In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.

10.3 Refunds

10.3.1 Any refunds or credits due to a Member pursuant to the Toolsharer Terms, Extenuating Circumstances Policy, renter Refund Policy, and Experiences renter Refund Policy will be initiated and remitted by Toolsharer Payments in accordance with these Payments Terms.

10.3.2 Toolsharer Payments will process refunds immediately, however, the timing to receive any refund will vary based on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules.

10.4 Recurring Payments

10.4.1 For certain bookings (such as for Accommodation Bookings of twenty-eight (28) nights or more), Toolsharer Payments may require a renter to make recurring, incremental payments toward the Total Fees owed (“Recurring Payments”). More information on Recurring Payments (including the amount and the frequency of payments) will be made available via the Toolsharer Platform if applicable to a booking.

10.4.2 If Recurring Payments apply to a confirmed booking, then the renter authorizes Toolsharer Payments to collect the Total Fees, and the Host agrees that Toolsharer Payments will initiate Payouts, in the increments and at the frequency agreed to and identified via the Toolsharer Platform.

10.4.3 Renters may stop payment of a Recurring Payment by notifying Toolsharer Payments orally or in writing at least three (3) business days before the scheduled date of the payment. Toolsharer Payments may require that you give written confirmation of a stop-payment order within fourteen (14) days of an oral notification. If you fail to provide written confirmation within fourteen (14) days as requested, Toolsharer Payments is not obligated to honor your request to stop any future Recurring Payments. If you have any questions regarding your Recurring Payments, please contact Toolsharer Payments pursuant to Section 28.

10.5 Payment Processing Errors

We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same Payout Method or Payment Method used for the original Payout to or payment by you, so that you end up receiving or paying the correct amount. This may be performed by Toolsharer Payments or a third party such as your financial institution.

10.6 Collections

10.6.1 If Toolsharer Payments is unable to collect any amounts you owe under these Payments Terms, Toolsharer Payments may engage in collection efforts to recover such amounts from you.

10.6.2 Toolsharer Payments will deem any owed amounts overdue when: (a) for authorized charges, one hundred and twenty (120) days have elapsed after Toolsharer Payments first attempts to charge the Member’s Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Host’s future Payouts, two hundred and seventy (270) days have elapsed after the adjustment is made to the Host’s account or the associated services have been provided, whichever is later.

10.6.3 Toolsharer Payments will deem any overdue amounts not collected to be in default when three hundred and sixty five (365) days have elapsed: (a) for authorized charges, after Toolsharer Payments first attempts to charge the Member’s Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Host’s future Payouts, after the adjustment is made to the Host’s account or the associated services have been provided, whichever is later.

10.6.4 You hereby explicitly agree that all communication in relation to amounts owed will be made by electronic mail or by phone, as provided to Toolsharer and/or Toolsharer Payments by you. Such communication may be made by Toolsharer, Toolsharer Payments, or by anyone on their behalf, including but not limited to a third-party collection agent.

11. Security Deposits

11.1 If you as a Renter (i) agree to pay the Host in connection with a Damage Claim, or (ii) Toolsharer determines that you are responsible for damaging an Accommodation or any personal or other property located at an Accommodation pursuant to the Toolsharer Terms, you authorize Toolsharer Payments to charge the Payment Method used to make the booking in order to collect any Security Deposit associated with the Listing, as well as any amount of the Damage Claim exceeding any Security Deposit. If the Listing does not have a Security Deposit, Toolsharer Payments may charge the Payment Method used to make the booking for the amount of the Damage Claim. If we are unable to collect from your Payment Method used to make the booking, you agree that Toolsharer Payments may charge any other Payment Method on file (and not otherwise unauthorized) in your Toolsharer Account at the time of the Damage Claim.

11.2 Toolsharer Payments also reserves the right to otherwise collect payment from you and pursue any remedies available to Toolsharer Payments in situations in which you are responsible for a Damage Claim pursuant to the Toolsharer Terms, including, but not limited to, in relation to any payment requests made by Hosts under the Toolsharer Owner Guarantee.

12. Currency Conversion

Toolsharer Payments will process each transaction in the currency the Member selects via the Toolsharer Platform. The currencies available to make and receive payments for any given transaction may be limited for regulatory or operational reasons based on factors such as the Member’s selected Payment Method or Payout Method and/or the Member’s country of residence or Toolsharer contracting entity(ies). Any such limitations will be communicated via the Toolsharer Platform, and you will be prompted to select a different currency, Payment Method or Payout Method. Note that a Member’s third-party payment service provider may impose transaction, currency conversion or other fees based on the currency or Payment Method the Member selects to make or receive payments, and Toolsharer Payments is not responsible for any such fees and disclaims all liability in this regard.

13. Abandoned Property

If we cannot initiate a Payout, refund, or pay other funds due to you for the relevant period of time set forth by your state, country, or other governing body in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting such funds to the appropriate governing body as required by law.

14. Prohibited Activities

You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or the Toolsharer Terms, Policies, or Standards;
use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;
register or use any Payment Method or Payout Method with your Toolsharer Account that is not yours or you do not have authorization to use;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Toolsharer Payments or any of Toolsharer Payments’ providers or any other third party to protect the Payment Services;
take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.

15. Intellectual Property Ownership, Rights Notices

15.1 The Payment Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Payment Services, including all associated intellectual property rights, are the exclusive property of Toolsharer, Toolsharer Payments and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Payment Services. All trademarks, service marks, logos, trade names, and any other proprietary designations of Toolsharer or Toolsharer Payments used on or in connection with the Payment Services are trademarks or registered trademarks of Toolsharer or Toolsharer Payments in the United States and abroad. Trademarks, service marks, logos, trade names, and any other proprietary designations of third parties used on or in connection with Payment Services are used for identification purposes only and may be the property of their respective owners.

15.2 You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Payment Services, except as expressly permitted in these Payments Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Toolsharer, Toolsharer Payments, or its licensors, except for the licenses and rights expressly granted in these Payments Terms.

16. Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Payment Services (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the Toolsharer Platform, or pursuant to Section 28 (“Contacting Toolsharer Payments”). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

17. Disclaimers

17.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.

17.2 Notwithstanding Toolsharer Payments’ appointment as the limited payment collection agent of Providing Members for the purposes of accepting payments from Purchasing Members through the Toolsharer Platform, Toolsharer Payments explicitly disclaims all liability for any act or omission of any Member or other third party. Toolsharer Payments does not have any duties or obligations as agent for each Providing Member except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.

17.3 If we choose to conduct identity verification on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

17.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.

18. Liability

18.1 Except as provided in Section 18.2, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Payment Services remains with you. If you permit or authorize another person to use your Toolsharer Account in any way, you are responsible for the actions taken by that person. Neither Toolsharer Payments nor any other party involved in creating, producing, or delivering the Payment Services will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Payments Terms, (ii) from the use of or inability to use the Payment Services, or (iii) from any communications, interactions, or meetings with other Members or other persons with whom you communicate, interact, transact, or meet with as a result of your use of the Payment Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Toolsharer Payments has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Providing Members pursuant to these Payments Terms or an approved payment request under the Toolsharer Host Guarantee, in no event will Toolsharer Payments’ aggregate liability arising out of or in connection with these Payments Terms and your use of the Payment Services including, but not limited to, from your use of or inability to use the Payment Services, exceed the amounts you have paid or owe for bookings via the Toolsharer Platform as a renter in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Host, the amounts paid by Toolsharer Payments to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Toolsharer Payments and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Toolsharer Payments’ liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.

18.2 If you reside in the EEA or Australia and contract with Toolsharer Payments Australia, Section 18.1 does not apply, and Toolsharer Payments is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. Toolsharer Payments is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents; such liability is limited to the typically occurring foreseeable damages. Essential contractual obligations are such duties of Toolsharer Payments in whose proper fulfillment you regularly trust and must trust for the proper execution of the contract. Any additional liability of Toolsharer Payments is excluded to the maximum extent allowed by applicable law.

19. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Toolsharer Payments’ option), indemnify, and hold Toolsharer Payments and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Payments Terms; (ii) your improper use of the Payment Services; (iii) Toolsharer Payments’ Collection and Remittance of Occupancy Taxes; or (iv) your breach of any laws, regulations, or third-party rights. If your country of residence is in the EEA, the indemnification obligation according to this Section 19 only applies if and to the extent that the claims, liabilities, damages, losses, and expenses have been adequately caused by your culpable breach of a contractual obligation.

20. Termination, Suspension, and other Measures

20.1 This Agreement will continue unless and until it is terminated, suspended or other measures are taken as described in this Section 20.

20.2 You may terminate this Agreement at any time by sending us an email, or by following the termination procedures specified in the Toolsharer Terms. Terminating this Agreement will also serve as notice to cancel your Toolsharer Account pursuant to the Toolsharer Terms. If you cancel your Toolsharer Account as a Host, Toolsharer Payments will provide a full refund to any renters with confirmed booking(s). If you cancel your Toolsharer Account as a renter, Toolsharer Payments will initiate a refund for any confirmed booking(s) based on the Listing’s cancellation policy.

20.3 Without limiting our rights specified below, Toolsharer Payments may terminate this Agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address (or two (2) months’ prior notice for Members contracting with Toolsharer Payments UK or Toolsharer Payments Luxembourg).

20.4 Toolsharer Payments may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under this Agreement; (ii) you have provided inaccurate, fraudulent, outdated, or incomplete information; (iii) you have violated applicable laws, regulations, or third-party rights; or (iv) Toolsharer Payments believes in good faith that such action is reasonably necessary to protect other Members, Toolsharer, Toolsharer Payments, or third parties (for example in the case of fraudulent behavior of a Member).

20.5 In addition, Toolsharer Payments may limit or temporarily or permanently suspend your use of or access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, or if (ii) you have breached these Payments Terms, the Toolsharer Terms, applicable laws, regulations or third-party rights, (iii) you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, (iv) any amounts you owe under these Payments Term are overdue or in default, or (v) Toolsharer Payments believes in good faith that such action is reasonably necessary to protect the personal safety or property of Toolsharer, its Members, Toolsharer Payments, or third parties, or to prevent fraud or other illegal activity.

20.6 In case of non-material breaches and where appropriate, you will be given notice of any measure by Toolsharer Payments and an opportunity to resolve the issue to Toolsharer Payments’ reasonable satisfaction.

20.7 If Toolsharer Payments takes any of the measures described in this Section you may appeal such a decision by contacting customer service.

20.8 If you are an equipment owner and we take any of the measures described in this Section we may refund your renters in full for any and all confirmed bookings, irrespective of preexisting cancellation policies, and you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.

20.9 If your access to or use of the Payment Services has been limited or this Agreement has been terminated by us, you may not register a new Toolsharer Account or attempt to access and use the Payment Services through other an Toolsharer Account of another Member.

20.10 Unless your country of residence is in the EEA, Sections 10 and 15 to 25 of these Payments Terms shall survive any termination or expiration of this Agreement.

21. Applicable Law and Jurisdiction

21.1 If you are contracting with Toolsharer Payments US, these Payments Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 23 must be brought in state or federal court in San Francisco, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Francisco, California.

21.2 If you are contracting with Toolsharer China, these Payments Terms will be governed by and construed in accordance with the laws of China (“China Laws”). Any dispute arising from or in connection with these Payments Terms shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in Beijing which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration, provided that this section shall not be construed to limit any rights which Toolsharer Payments may have to apply to any court of competent jurisdiction for an order requiring you to perform or be prohibited from performing certain acts and other provisional relief permitted under China Laws or any other laws that may apply to you. The arbitration proceedings shall be conducted in English. The arbitral award rendered is final and binding upon both parties.

21.3 If you are contracting with Toolsharer Payments UK, these Payments Terms will be interpreted in accordance with English law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The choice of law does not impact your rights as a consumer according to the consumer protection regulations of your country of residence. If you are acting as a consumer, judicial proceedings that you are able to bring against us arising from or in connection with these Payments Terms may only be brought in a court located in England or a court with jurisdiction in your place of residence. If Toolsharer Payments wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the English courts.

21.4 If you are contracting with Toolsharer Payments Luxembourg, these Payments Terms will be interpreted in accordance with Luxembourg law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The choice of law does not impact your rights as a consumer according to the consumer protection regulations of your country of residence. If you are acting as a consumer, judicial proceedings that you are able to bring against us arising from or in connection with these Payments Terms may only be brought in a court located in Luxembourg or a court with jurisdiction in your place of residence. If Toolsharer Payments wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the Luxembourg courts.

21.5 If you are contracting with Toolsharer Payments India, these Payments Terms will be interpreted in accordance with the laws of India. Any dispute arising from or in connection with these Payments Terms shall be submitted to the International Chamber of Commerce (“ICC”) for arbitration in New Delhi, which shall be the seat and venue of arbitration. Such arbitration shall be conducted in accordance with the arbitration rules of the ICC in effect at the time of applying for arbitration, provided that this section shall not be construed to limit any rights which Toolsharer Payments may have to apply to any court of competent jurisdiction for an order requiring you to perform or be prohibited from performing certain acts and other provisional relief permitted under the laws of India or any other laws that may apply to you. In the event one or more of the parties to the dispute are non-resident, the parties agree to exclude (for the avoidance of any doubt) the applicability of the provisions of Part I (save and except Section 9, Section 28, Section 37(1)(a) and Section 37(3) thereof) of the Indian Arbitration and Conciliation Act 1996 to any arbitration under this section. The arbitration proceedings shall be conducted in English. The arbitral award rendered is final and binding upon both parties. Each party shall bear its own costs in relation to the arbitration.

21.6 If you are contracting with Toolsharer Payments Australia, these Payments Terms are governed by the laws of the State of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of that State and courts of appeal of that State in respect of any proceedings arising out of or in connection with this Agreement.

21.7 21.7 If you are contracting with Toolsharer Payments Brazil, these Payments Terms will be interpreted in accordance with the laws of Brazil. If you are acting as a consumer, judicial proceedings that you are able to bring against us arising from or in connection with these Payments Terms may only be brought in a court located in the city of Sao Paulo, State of Sao Paulo, Brazil or in a court with jurisdiction in your place of residence. If you are acting as a business, you agree to submit to the exclusive jurisdiction of a court located in the city of Sao Paulo, State of Sao Paulo, Brazil.

22. Dispute Resolution and Arbitration Agreement

22.1 This Dispute Resolution and Arbitration Agreement shall apply if you (i) are contracting with Toolsharer Payments US; or (ii) bring any claim against any Toolsharer Payments entity in the United States (to the extent not in conflict with Section 21).

22.2 Overview of Dispute Resolution Process. Toolsharer Payments is committed to participating in a consumer-friendly dispute resolution process. To that end, these Payments Terms provide for a two-part process for individuals to whom Section 22.1 applies: (1) an informal negotiation directly with Toolsharer’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 22 and except as provided in Section 22.6). Specifically, the Consumer Arbitration Rules provide:

Claims can be filed with AAA online (www.adr.org);
Arbitrators must be neutral and no party may unilaterally select an arbitrator;
Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
Parties retain the right to seek relief in small claims court for certain claims, at their option;
The initial filing fee for the consumer is capped at $200;
The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents; and
The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.

22.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Toolsharer Payments each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Toolsharer’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

22.4 Agreement to Arbitrate. You and Toolsharer Payments mutually agree that any dispute, claim or controversy arising out of or relating to these Payments Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Payment Services (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Toolsharer Payments agree that the arbitrator will decide that issue.

22.5 Exceptions to Arbitration Agreement. You and Toolsharer Payments each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

22.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org.

22.7 Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Toolsharer Payments agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in San Francisco County; (c) in any other location to which you and Toolsharer Payments both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.

22.8 Modification of AAA Rules – Attorney’s Fees and Costs. You and Toolsharer Payments agree that Toolsharer Payments will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Toolsharer Payments agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA rules, to recover attorneys’ fees and expenses if it prevails in arbitration.

22.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

22.10 Jury Trial Waiver. You and Toolsharer Payments acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

22.11 No Class Actions or Representative Proceedings. You and Toolsharer Payments acknowledge and agree that, to the fullest extent permitted by applicable law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and Toolsharer Payments both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 22.11 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 19.11 is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and Toolsharer Payments agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.

22.12 Severability. Except as provided in Section 22.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

22.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Payments Terms”), if Toolsharer Payments changes this Section 22 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Toolsharer Payments’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Toolsharer Payments in accordance with the provisions of the “Dispute Resolution” section as of the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms).

22.14 Survival. Except as provided in Section 22.12 and subject to Section 20.8, this Section 22 will survive any termination of these Payments Terms and will continue to apply even if you stop using the Payment Services or terminate your Toolsharer Account.

23. General Provisions

23.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire Agreement between Toolsharer Payments and you regarding the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Toolsharer Payments and you regarding the Payment Services.

23.2 No joint venture, partnership, employment, or agency relationship exists between you or Toolsharer Payments as a result of this Agreement or your use of the Payment Services.

23.3 If any provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

23.4 Toolsharer Payments’ failure to enforce any right or provision in these Payments Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Payments Terms, the exercise by either party of any of its remedies under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise permitted under law.

23.5 You may not assign, transfer, or delegate this Agreement and your rights and obligations hereunder without Toolsharer Payments’ prior written consent. Toolsharer Payments may without restriction assign, transfer, or delegate this Agreement and any rights and obligations, at its sole discretion, with thirty (30) days’ prior notice (or two (2) months’ prior notice for Members contracting with Toolsharer Payments UK or Toolsharer Payments Luxembourg). Your right to terminate this Agreement at any time remains unaffected.

23.6 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third-party beneficiaries of this Agreement for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to this Agreement.

23.7 Unless specified otherwise, any notices or other communications permitted or required under this Agreement, will be in writing and given by Toolsharer Payments via email, Toolsharer Platform notification, or messaging service (including SMS and WeChat). For notices made to Members residing outside of EEA, the date of receipt will be deemed the date on which Toolsharer transmits the notice.

23.8 If you are contracting with Toolsharer Payments Luxembourg, this Agreement is concluded in the language as applied by the Toolsharer Terms of Service and all communication undertaken during this contractual relationship shall be made in that language.

24. Additional Clauses for Users Contracting with Toolsharer Payments UK

The following paragraphs will apply if you are contracting with Toolsharer Payments UK:

24.1 Payment Service User

24.1.1 The Payment Services include the payment collection service provided to Hosts contracting with Toolsharer Payments UK. The payment collection service constitutes a “payment service” regulated under the Payment Services Regulations and for these purposes Toolsharer Payments UK treats Hosts as the “payment service user.”

24.1.2 By agreeing to these Payments Terms you as Host have consented to Toolsharer Payments UK’s payment of each Payout to your chosen Payout Method. Hosts may change a Payout Method up to one (1) day before the time agreed for the Payout as set out in Section 7.2. Toolsharer Payments UK will be deemed to have received the Host’s payment order to the Host on the same date Toolsharer Payments UK agrees to initiate the Payout in accordance with Section 7.2.

24.1.3 Toolsharer Payments UK will endeavor to ensure that Hosts based in the EEA will receive each Payout by the end of the business day following Toolsharer Payments UK’s initiation of the Payout.

24.1.4 Communication. Toolsharer Payments will provide the Host notice via email when we initiate each Payout. We will also provide notice to a Host’s registered email address if the Payout is returned to us because of an error. It is your responsibility as a Host to ensure that you provide us with a current, accurate, and valid email address.

24.2 Resolution Procedures for Diverted Payouts

24.2.1 If you as a Host believe that a Payout properly due to you has been or may be diverted without your permission (“Diverted Payout”) because your password or other credentials to log into your Toolsharer Account (“Credentials”) are lost or stolen, you should notify Toolsharer Payments UK pursuant to Section 28 immediately. As a Host you may be liable for losses relating to any Diverted Payout arising from the use of lost, stolen, or misappropriated Credentials (including the loss of a mobile phone on which you have installed the Application) or where you have failed to keep your Credentials safe, up to a maximum of £50. Provided that you notify us of any Diverted Payout without delay and at the very latest within 13 months of the date of the payment, you may be entitled to a refund of that payment.

24.2.2 We will not be liable for any loss arising from: (i) Diverted Payouts where you acted fraudulently or where, with intent or gross negligence, you failed to use the Toolsharer Platform and/or Payment Services in accordance with the Toolsharer Terms or these Payments Terms (including the obligation to keep your Credentials safe); (ii) or any payout transaction which we facilitated in accordance with information provided by you where the information you provided was incorrect.

24.2.3 If you as Host claim not to have received a Payout properly due to you via your chosen Payout Method, Toolsharer Payments UK will (if requested) make immediate efforts to trace the payment and will notify you of the outcome. Unless we can prove that the payment was received by you via your chosen Payout Method, we will refund the amount.

24.2.4 Any complaints about the Payment Services should be made to Toolsharer Payments UK pursuant to Section 28. Complaints that are made in accordance with this section that relate to the provision of Payment Services by Toolsharer Payments UK will be eligible for referral to the Financial Ombudsman and will be subject to the Rules of the Financial Ombudsman Service. The UK Financial Ombudsman Service offer a free complaints resolution service to individuals, micro-enterprises, small charities, and trustees of small trusts. You can contact the UK Financial Ombudsman by (i) telephone from inside the UK: 0300 123 9123 or 0800 023 4567; from other countries: +44 20 7964 0500, on Monday to Friday, 8am to 8pm and on Saturday 9am to 1pm; (ii) post: South Quay Plaza, 183 Marsh Wall, London E14 9SR; or (iii) email: [email protected]. The UK Financial Ombudsman Service is also available in a number of different languages and if you need it you will be put in touch with a translator when you contact the UK Financial Ombudsman Service.

24.3 Installment Feature for Users with Brazil As Country of Residence

Section 8, “Financial Terms for renters”, shall be amended by adding the following subsection: “You acknowledge that if your Toolsharer Account is located in Brazil and you are paying by credit card, you may pay for your booking in multiple installments as long as your credit card supports installments and is issued in Brazil. The number of installments may vary, but will be presented to you before you complete your booking transaction. You acknowledge that the Total Fees may be increased when you choose to pay for your booking in installments. Your use of the installment feature is subject to additional terms and conditions imposed by us, as well as terms and conditions imposed by the applicable third-party payment service provider.”

25. Additional Clauses for Users Contracting with Toolsharer Payments Luxembourg

The following paragraphs will apply if you are contracting with Toolsharer Payments Luxembourg:

25.1 Payment Service User

25.1.1 The Payment Services include the payment service provided to Hosts contracting with Toolsharer Payments Luxembourg. The Payment Services constitute “payment services” regulated under the modified Law of 10 November 2009 on payment services (“Law of 2009”) and for these purposes Toolsharer Payments Luxembourg treats Hosts as the “payment service user” according to the Law of 2009.

25.1.2 By agreeing to these Payments Terms you as Host have consented to Toolsharer Payments Luxembourg’s payment of each Payout to your chosen Payout Method. Hosts may change a Payout Method up to one (1) day before the time agreed for the Payout as set out in Section 7.2. Toolsharer Payments Luxembourg will be deemed to have received the Host’s payment order to the Host on the same date Toolsharer Payments Luxembourg agrees to initiate the Payout in accordance with Section 7.2.

25.1.3 In the relation between you and Toolsharer Payments Luxembourg, the legal provisions relating to the form of and procedure for giving consent to the initiation of a payment order or the execution of a payment transaction and the withdrawal of such consent such as Articles 81 and 93 of the Law 2009 on payment services shall apply at any time.

25.1.4 Toolsharer Payments Luxembourg will endeavor to ensure that Hosts based in the EEA will receive each Payout by the end of the business day following Toolsharer Payments Luxembourg’s initiation of the Payout.

25.1.5 Communication. Toolsharer Payments will provide the Host notice via email when we initiate each Payout. We will also provide notice to a Host’s registered email address if the Payout is returned to us because of an error. It is your responsibility as a Host to ensure that you provide us with a current, accurate, and valid email address.

25.2 Resolution Procedures for Diverted Payouts

25.2.1 If you as a Host believe that a Payout is a Diverted Payout because your Credentials are lost or stolen or in case of an unauthorized, incorrectly initiated or incorrectly executed payment transaction, you should notify Toolsharer Payments Luxembourg pursuant to Section 28 immediately. As a Host you may be liable for losses relating to any Diverted Payout arising from the use of lost, stolen, or misappropriated Credentials (including the loss of a mobile phone on which you have installed the Application) or where you have failed to keep your Credentials safe, up to a maximum of 50€. Provided that you notify us of any Diverted Payout without delay and at the very latest within 13 months following the debit date, you may be entitled to a refund of that payment.

25.2.2 We will not be liable for any loss arising from: (i) Diverted Payouts where you acted fraudulently or where, with intent or gross negligence, you failed to use the Toolsharer Platform and/or Payment Services in accordance with the Toolsharer Terms or these Payments Terms (including the obligation to keep your Credentials safe); (ii) or any payout transaction which we facilitated in accordance with information provided by you where the information you provided was incorrect.

25.2.3 If you as Host claim not to have received a Payout properly due to you via your chosen Payout Method, Toolsharer Payments Luxembourg will (if requested) make immediate efforts to trace the payment and will notify you of the outcome. Unless we can prove that the payment was received by you via your chosen Payout Method, we will refund the amount.

25.3 Out-of-court complaints

Any complaint, namely relating to any loss, theft, misappropriation or unauthorized use in connection with the Payment Services, or unauthorized or erroneous transactions should be made in writing to Toolsharer Payments Luxembourg pursuant to Section 28.

In case you did not receive an answer or a satisfactory answer from Toolsharer Payments Luxembourg within one month from the date the complaint was sent, you may file your request with the supervisory authority of Toolsharer Payments Luxembourg, the CSSF (as defined in Section 28) within one year after you filed your complaint with Toolsharer Payments Luxembourg. The CSSF will act as an out-of-court complaint resolution body. The request must be filed with the CSSF in writing, by post or by fax to the CSSF or by email to the address/number available on the CSSF website, or online on the CSSF website. The request shall be filed in English, French, German or Luxembourgish. The request shall be supported by a statement of the reasons on which it is based together with the following documents:

a detailed and chronological statement of the facts underlying the complaint and the steps already taken by you;
a copy of the prior complaint made to Toolsharer Payments Luxembourg;
a copy of the answer to the prior complaint or the confirmation that you did not receive an answer one month after you sent your prior complaint;
the statement that you did not refer the matter to a court, an arbitrator or another out-of-court complaint resolution body in Luxembourg or abroad;
your agreement with the request handling conditions of the CSSF as body responsible for the out-of-court resolution of your complaint;
your express authorisation so that the CSSF can transmit its request (including the attachments) as well as any future correspondence or information to Toolsharer Payments Luxembourg;
in the case where a person acts on your behalf, a document showing that the person is legally entitled to act so; and
a copy of your valid ID document.

25.4. Outsourcing.

We use a variety of service providers (some belonging to the Toolsharer group and some being third party service providers) in the context of outsourcing arrangements to help us provide our services in an efficient and qualitative manner. The use of such service providers requires that we transfer or make available some data to them. You agree to such outsourcing arrangements and instruct us to transfer or make accessible data (as further defined below) concerning you and, where relevant, concerning persons linked to you (provided in connection with your Toolsharer Account) such as your beneficial owners and representatives, to a number of service providers in the context of outsourcing arrangements regarding technical (including IT), operational, payment processing, internal control, customer due diligence (including background or police checks), fraud prevention, risk assessment, product development, maintenance and debugging, advertising, processing of insurance claims, customer support and other services. The data to be transferred or made available includes, if you are an individual, your surname, first name, address, date and place of birth and nationality, and if you are a legal entity your corporate name, registered office, legal form, registration number for legal entities, as well as the aforementioned data on individuals for your beneficial owners and representatives. The data to be transferred or made available includes also for any person its contact details such as phone numbers and e-mail addresses as well as financial data and usage data in relation to our services (including payment method, payout method, payment transaction). The recipients of the data are located in the United States, the United Kingdom, Ireland, India, Luxembourg, Netherlands, Germany and Spain, as well as other countries in Europe, Asia Pacific and North and South America. Such data transfers will take place throughout the term of the business relationship between us and you as well as for an additional period as permitted by law after the end of the business relationship. You acknowledge that the transferred data is no longer protected by Luxembourg professional secrecy after its transfer.

The following paragraph will apply if you are contracting with Toolsharer Payments Brazil:

27. Additional Clauses for Users that are Businesses.

The following paragraphs also apply if you are using the Payment Services as a representative (“Representative”) acting on behalf a business, company or other legal entity (in such event, for purposes of the Payment Terms, “you” and “your” will refer and apply to that business, company or other legal entity).

27.1 You accept the Payment Terms and you will be responsible for any act or omission of employees or third-party agents using the Payment Service on your behalf.

27.2 You and your Representative individually affirm that you are authorized to provide the information described in section 6 above and your Representative has the authority to bind you to these Payment Terms. We may require you to provide additional information or documentation demonstrating your Representative’s authority.

27.3 You represent and warrant to us that: (i) you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for receiving the Payment Services; and (ii) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement.

27.4 If you are using your Payment Method for the benefit of your employees or other authorized third-party in connection with Toolsharer for Work, as permitted by your account, you authorize Toolsharer Payments to charge your Payment Method for bookings requested by employees at your company or other permitted third-party.

27.5 For any Payout Method linked to your Toolsharer Account, you authorize Toolsharer Payments to store the Payout Method, remit payments using the Payout Method for bookings associated with your Toolsharer Account and take any other action as permitted in the Payment Terms in respect of the Payout Method.

27.6 If you handle, store or otherwise process payment card information on behalf of anyone or any third-party, you agree to comply on an ongoing basis with applicable data privacy and security requirements under the current Payment Card Industry Data Security Standard with regards to the use, access, and storage of such credit card information. For additional information, including tools to help you assess your compliance, see http://www.visa.com/cisp and https://www.mastercard.com/sdp.

28. Contacting Toolsharer Payments

You may contact Toolsharer Payments regarding the Payment Services using the information below:

*Entity*				*Contact Information*
Toolsharer Payments, Inc.				[email protected]

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