Tool Club Rental Agreement

1. General

This Agreement is entered into between Tool Club, an Ohio-based entity (“Tool Club”), and the customer identified in the rental order confirmation (“Renter”). Tool Club agrees to provide Renter with the tools and equipment (collectively, “Equipment”) specified in each rental order confirmation, delivered to Renter’s designated location, in accordance with the terms herein. The Equipment is provided “as is” and in good working condition for the duration of the rental period specified in the rental order confirmation (the “Rental Period”) at the rental price indicated therein (“Rental Price”). Renter agrees to make the Equipment available for pickup by Tool Club at the end of each Rental Period or incur additional fees as outlined in Section 10. This Agreement governs all current and future Equipment rentals under Renter’s Tool Club membership, which provides access to Equipment at discounted rates and flexible rental terms, subject to Section 3, and remains in effect until terminated by either party or superseded by a new agreement. In the event Renter has entered into a separate Master Rental Agreement (“MRA”) with Tool Club, and the terms of the MRA conflict with this Agreement, the MRA shall prevail.

2. Membership and Payment

2.1 Membership Requirement

Renter must maintain an active Tool Club membership to rent Equipment. Membership is available in multiple tiers, each subject to annual or monthly fees as selected by Renter, and grants access to Tool Club’s Equipment catalog at discounted rates, priority delivery/pickup scheduling, and other benefits, such as free rental credits, which vary by tier. By enrolling in the membership, Renter agrees to the terms of this Agreement, which apply to all rentals made under the membership. Membership does not guarantee Equipment availability, and Tool Club may limit rentals based on inventory or demand.

2.2 Payment Obligations

Renter is responsible for all charges, including Rental Price, delivery/pickup fees, taxes, and any additional fees (e.g., for damages, late pickups, or membership dues), due in full at the commencement of the Rental Period or upon Tool Club’s request. Payments shall be made using a payment method accepted by Tool Club (“Renter Card”). Renter authorizes Tool Club to:

• (a) Reserve credit on the Renter Card for estimated charges;
• (b) Process all charges due, including charges for extended rentals, damages, missed pickups, or membership fees;
• (c) Obtain updated Renter Card information from the card issuer to ensure payment continuity.

2.3 Fees and Disputes

If Renter cancels a scheduled delivery within 24 hours of the delivery time, a cancellation fee will be assessed based on Renter’s membership tier: (i) for standard tiers, a fee equal to 50% of the assumed rental cost; or (ii) for premium tiers offering free rental credits, forfeiture of one free rental credit. All charges are subject to post-rental audit, and Renter must notify Tool Club in writing of any disputed charges within 24 days of receiving the rental invoice, or Renter waives the right to dispute such charges. Renter agrees to pay all costs of collection, including reasonable attorney fees, and interest at the maximum rate permitted by law (not to exceed 1.5% per month) on past-due amounts.

2.4 Deposits

Tool Club may require a refundable deposit (“Deposit”) for certain Equipment, as specified in the rental order confirmation. Deposits will be refunded within 10 business days after Equipment pickup, provided all amounts due are paid and the Equipment is returned in good condition, less normal wear and tear. Renter may not use Deposits to offset Rental Price or other charges.

3. Membership Terms

3.1 Benefits and Limitations

Renter’s membership entitles Renter to rent Equipment subject to availability, with priority scheduling for delivery and pickup. Benefits, including discounted rates, free rental credits, and cancellation policies, vary by membership tier. Tool Club reserves the right to modify membership benefits, fees, or terms with 30 days’ notice to Renter via email or other notice methods. Membership is non-transferable and may not be shared with third parties.

3.2 Termination

Renter may cancel their membership at any time by contacting Tool Club, but no refunds will be issued for unused membership periods. Tool Club may suspend or terminate Renter’s membership immediately for:

• (a) Non-payment of fees or charges;
• (b) Violation of this Agreement or applicable laws;
• (c) Misuse, abuse, or theft of Equipment;
• (d) Fraudulent activity or misrepresentation.

Upon termination, Renter must settle all outstanding charges and make any rented Equipment available for pickup. Tool Club may charge the Renter Card for any unpaid amounts.

3.3 Membership Disputes

Any disputes regarding membership status, benefits, or termination must be submitted in writing to Tool Club within 30 days of the disputed action. Tool Club’s determination shall be final, subject to applicable law.

4. Permitted Use, Restrictions, and Maintenance

4.1 Renter’s Warranties

Renter acknowledges that Tool Club has no control over the operation of the Equipment during the Rental Period. Renter warrants that:

• (a) Renter will inspect the Equipment upon delivery and notify Tool Club of any defects, damage, or unsuitability within 2 hours of delivery, or the Equipment will be deemed accepted in good condition;
• (b) Renter is solely responsible for reviewing all manufacturer-provided instructions, operating manuals, and safety warnings prior to use. Renter acknowledges that Tool Club does not provide operator training, safety instruction, or operational guidance of any kind;
• (c) Any informational materials provided with the Equipment are supplied by the manufacturer only. Tool Club makes no representations regarding the adequacy, accuracy, or completeness of such materials;
• (d) Renter will use the Equipment solely for its intended purpose, in strict compliance with manufacturer specifications, operating instructions, and all applicable federal, state, and local laws, regulations, and ordinances;
• (e) Renter will immediately cease using the Equipment if it becomes unsafe, defective, or in disrepair, and notify Tool Club;
• (f) Renter will store the Equipment in a secure, weather-protected location at the delivery address when not in use;
• (g) Renter will not sublease, sell, lend, or otherwise transfer possession of the Equipment, nor assign this Agreement, without Tool Club’s prior written consent;
• (h) Renter will keep the Equipment free of all liens, charges, and encumbrances;
• (i) Renter will not alter, deface, or remove any decals, insignias, serial numbers, or safety instructions on the Equipment;
• (j) Renter will not engage in or permit vandalism, theft, or unauthorized use of the Equipment;
• (k) Renter will not operate the Equipment while under the influence of alcohol, drugs, or any substance impairing ability;
• (l) Renter will not use the Equipment in a negligent, reckless, illegal, or abusive manner, or for any commercial purpose unless expressly authorized by Tool Club;
• (m) Renter will not transport or operate the Equipment outside the United States.

4.2 Maintenance Obligations

Renter shall:

• (a) Maintain proper battery levels and connections in the Equipment, as applicable, per manufacturer specifications;
• (b) Perform routine inspections for damage, overheating, battery condition, cutting edges, and cleanliness, per manufacturer guidelines;
• (c) Promptly report any maintenance issues or damage to Tool Club;
• (d) Not attempt repairs, modifications, or servicing of the Equipment without Tool Club’s prior written consent.

5. Delivery and Pickup

5.1 Delivery

Tool Club will deliver the Equipment to the address specified in the rental order confirmation at the start of the Rental Period. Renter must ensure the delivery location is accessible, safe, and free of obstructions. Renter or an authorized representative (age 18 or older) must be present at the delivery location to receive the Equipment. Tool Club may document delivery through photos, electronic confirmation, or GPS verification instead of requiring signatures. Delivery fees are included in the Rental Price unless otherwise specified.

5.2 Pickup

Tool Club will collect the Equipment at the end of the Rental Period at the scheduled time and location. Renter must ensure the Equipment is:

• (a) Accessible and ready for pickup, with all accessories and components included;
• (b) In the same condition as delivered, subject to normal wear and tear;
• (c) Stored in a secure location until pickup.

If the Equipment is not available for pickup due to Renter’s actions, inaccessibility, or failure to schedule, Tool Club may charge an additional day’s rental rate, and Additional Rental Fees (as defined in Section 10) will accrue until pickup is completed. Renter must notify Tool Club at least 24 hours in advance to reschedule pickup, subject to availability.

5.3 Early or Late Pickup

Renter may request early pickup by contacting Tool Club, subject to availability, with no refund for unused rental time unless agreed in writing. If Renter requests a pickup delay, Tool Club may approve an extension of the Rental Period, subject to Additional Rental Fees and availability.

6. Equipment Damage, Repairs, and Protection

6.1 Equipment Damage

Renter assumes full responsibility for all loss of and damage to the Equipment, regardless of cause, including but not limited to normal wear, theft, vandalism, abuse, misuse, neglect, environmental conditions, or intentional acts. Renter is liable for:

• (a) The cost of repair or replacement, not to exceed the Equipment’s fair market value at the start of the Rental Period (“Present Value”);
• (b) Tool Club’s loss of use during repair or replacement;
• (c) Administrative charges for processing loss or damage claims (“Administrative Charges”).

6.2 Damage Protection

Renter may elect to purchase optional Damage Protection for an additional fee of 15% of the Rental Price, as indicated in the rental order confirmation. If purchased, Damage Protection relieves Renter of liability for repair or replacement costs and Administrative Charges for damage occurring during normal use, but does not cover:

• (a) Loss or damage due to theft, vandalism, abuse, misuse, neglect, or intentional acts;
• (b) Loss of accessories or components;
• (c) Costs exceeding the Present Value.

Damage Protection is not insurance, and Tool Club may profit from its provision. Renter must accept or decline Damage Protection at the time of rental. If declined, Renter remains fully liable for all loss and damage.

6.3 Repairs

All maintenance, repairs, or replacements must be performed by Tool Club or its designated service providers. Renter shall not repair, modify, or service the Equipment without Tool Club’s prior written consent. Unauthorized repairs or modifications will result in Renter being liable for all costs, including restoration to original condition. Tool Club may charge the Renter Card for estimated repair costs (“Repair Cost”) upon pickup of damaged Equipment, subject to final audit.

7. Telematic and Monitoring

Certain Equipment may be equipped with telematic devices that collect data on location, usage, or system status via GPS or other technologies. Tool Club may use this data to:

• (a) Locate lost, stolen, or misplaced Equipment;
• (b) Monitor compliance with this Agreement;
• (c) Improve rental operations and customer support;
• (d) Comply with legal processes or governmental requests;
• (e) Protect Tool Club’s rights and property.

Tool Club may share telematic data with third-party service providers as necessary to perform these functions, subject to applicable privacy laws. Renter consents to such data collection and use by renting the Equipment.

8. State-Specific Warnings

Tool Club currently operates exclusively in Ohio. Equipment rental terms and safety warnings applicable to other jurisdictions shall be provided if Renter initiates rentals in those jurisdictions.

9. Investigations and Reporting

Renter shall promptly notify Tool Club of any vandalism, theft, accident, malfunction, or claim involving the Equipment and cooperate fully with Tool Club’s investigation. Renter agrees to:

• (a) Complete and submit incident reports within 24 hours of the event;
• (b) Provide copies of all related documents, including police reports or insurance claims;
• (c) Assist Tool Club in responding to third-party claims or legal proceedings.

Renter’s cooperation does not obligate Tool Club to defend Renter or assume liability for any claims. Failure to comply may result in Renter being liable for additional costs or penalties.

10. Default and Remedies

10.1 Failure to Make Equipment Available

Renter must obtain Tool Club’s written approval to extend the Rental Period before its expiration. If Renter fails to make the Equipment available for pickup at the scheduled time and location, Renter is in default. Tool Club may:

• (a) Charge Additional Rental Fees, as specified in the rental order confirmation, on a daily basis until the Equipment is picked up or Tool Club receives funds equal to the Present Value;
• (b) Deem Renter unlawfully in possession if the Equipment is not available or appears to be lost, stolen, or transferred, and pursue legal remedies, including criminal prosecution or civil action;
• (c) Recover the Equipment at Renter’s expense, including costs for repossession, transportation, and legal fees.

10.2 Breach of Terms

If Renter violates any term of this Agreement, including but not limited to non-payment, misuse of Equipment, or failure to comply with maintenance or usage restrictions, Tool Club may:

• (a) Terminate the Rental Period and demand immediate Equipment availability for pickup;
• (b) Recover funds equal to the Present Value or other damages;
• (c) Suspend or terminate Renter’s membership;
• (d) Charge the Renter Card for all amounts due, including Additional Rental Fees, recovery costs, Repair Costs, or replacement fees.

Renter shall reimburse Tool Club for all costs incurred, including reasonable attorney fees and court costs.

10.3 Payment Terms

Renter may withdraw authorization for recurring Additional Rental Fees by contacting Tool Club and arranging alternative payment methods. A service charge of 1.5% per month, or the maximum rate permitted by law, applies to delinquent accounts until paid in full. If payment is returned, denied, or unprocessable, Tool Club may send the balance to a third-party collection agency 31 days after the Rental Period expires, and Renter will be liable for collection costs. Tool Club may suspend future rentals or membership benefits until all accounts are settled.

10.4 No Notice

Renter waives any right to notice of default or enforcement action beyond what is expressly provided herein. If Tool Club fails to meet its obligations, Renter’s sole remedies are repair or replacement of the Equipment or a rental charge adjustment, at Tool Club’s discretion.

11. No Warranties

Tool Club does not design, manufacture, or act as an agent for the manufacturer of the Equipment. TOOL CLUB DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, OR CONDITION. Renter accepts the Equipment “as is,” “where is,” and with all faults, without recourse against Tool Club.

12. Indemnification and Release

12.1 Indemnification

To the fullest extent permitted by law, Renter shall indemnify, defend, and hold harmless Tool Club, its affiliates, officers, directors, employees, and agents from and against all claims, losses, liabilities, damages (including personal injury, death, property damage, lost profits, and special, incidental, or consequential damages), and expenses (including reasonable attorney fees and court costs) arising from or related to:

• (a) Renter’s use, operation, or possession of the Equipment;
• (b) Renter’s failure to comply with any term of this Agreement or applicable laws;
• (c) Any third-party claims, including those for bodily injury, property damage, or economic loss, caused by or involving the Equipment during the Rental Period;
• (d) Any loss or damage to the Equipment, unless covered by purchased Damage Protection.

Renter’s indemnification obligation survives the expiration or termination of this Agreement.

12.2 Release

Renter releases Tool Club from any liability for claims, losses, or damages arising from the use, operation, or condition of the Equipment, including but not limited to personal injury, property damage, or economic loss, whether caused by negligence, defect, or otherwise, except as prohibited by applicable law.

12.3 Limitation of Liability

TOOL CLUB SHALL NOT BE LIABLE TO RENTER FOR LOST USE, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST REPUTATION, LOSS OF PRODUCTIVITY, OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF FORESEEABLE OR RESULTING FROM A BREACH OF THIS AGREEMENT. If applicable law limits the exclusion of such damages, Tool Club’s liability shall be limited to the Rental Price paid for the affected rental.

13. Consent to Communication

If Renter opts to receive Equipment updates via text message, Renter consents to receive up to 5 autodialed informational messages per rental at the provided mobile number between 9 AM and 6 PM. Consent is not a condition of rental, and Renter may opt out by texting STOP to Tool Club’s designated number or contacting Tool Club. Standard message and data rates apply.

14. Notices

All notices under this Agreement shall be in writing. Tool Club may send notices to Renter via email, mail, or other means to the contact information provided by Renter. Renter shall send notices to Tool Club at HomeGear Solutions LLC, 2260 Riverside Drive, Cincinnati, OH 45202, Attn: Legal Department. Email notices are deemed received upon transmission, unless a delivery failure notice is received.

15. Renter’s Independent Status

Renter is an independent contractor and not an employee, agent, or representative of Tool Club. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties.

16. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict of law principles. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Hamilton County, Ohio, and Renter consents to the personal jurisdiction of such courts.

17. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. If a court finds a provision invalid but enforceable with modification, such provision shall be enforced as modified.

18. Waiver

No waiver by Tool Club of any breach or default shall constitute a waiver of any subsequent breach or default. Tool Club’s failure to enforce any provision shall not preclude later enforcement.

19. Entire Agreement

This Agreement, together with the rental order confirmation and membership terms, constitutes the entire agreement between Tool Club and Renter regarding the subject matter herein and applies to all current and future rentals under Renter’s membership unless terminated or amended in writing. Tool Club is a registered trade name of HomeGear Solutions LLC. This Agreement supersedes all prior or contemporaneous agreements, whether written or oral. This Agreement may not be amended except in writing signed by both parties, except as provided in Section 3.2 for membership term modifications.

20. Force Majeure

Tool Club shall not be liable for delays or failures to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, governmental actions, or supply chain disruptions. Tool Club will notify Renter of such events and may adjust delivery or pickup schedules accordingly.

21. Survival

Sections 2, 6, 8, 9, 10, 11, 12, 14, 16, 17, 18, 19, and 20 shall survive the expiration or termination of this Agreement.