Summary of Portal
The Portal is an electronic intermediary platform that enables: (a) contractors to post equipment for rental (each such contractor, a “Contractor”); and (b) contractors to explore and browse equipment rental opportunities (each such contractor, a “Renter”) (collectively, the “Services”).
Account Security and Accessing the Portal
To access the Portal or some of the resources it offers, you may be required to provide certain registration details or submit other information (collectively, "Registration Information"). It is a condition of your use of the Portal that all of the Registration Information and any other information you provide on the Portal is correct, current and complete. You represent and warrant that if you are an individual, you are at least 18 years old.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You acknowledge and agree that your account is personal to you and you agree not to provide any other person or entity with access to this Portal or portions of it using your user name, password or other security information. You agree to notify Never Idle immediately of any unauthorized access to or use of your user name or password, or any other breach of security.
Never Idle has the right to disable any user name or password, whether chosen by you or provided by Never Idle, at any time in its sole discretion for any or no reason. Never Idle further reserves the right to restrict your access to all or part of the Portal at any time in its sole discretion for any or no reason.
Never Idle reserves the right to withdraw or amend this Portal at any time in its sole discretion without notice to you. Never Idle shall not be liable to you or any third party if for any reason all or part of the Portal is unavailable at any time or for any period.
Important Disclaimers Related to the Portal
You acknowledge, consent and agree that Never Idle, through the Portal, only provides a forum for a Contractor and Renter to communicate and you, along with such individual or entity, each bear the burden of complying with any regulatory requirements relating to any offer and sale of securities by you, or such individual or entity. You further acknowledge, consent and agree that Never Idle is not responsible for the failure of an individual or entity to comply with any regulatory requirements, including securities regulations.
Never Idle is not a registered broker-dealer or registered investment adviser and does not offer legal, accounting, investment or other professional advice to you, any registered user or any other person or entity. The Website and its Content are not intended to constitute individual investment advice and are not designed to meet your individual financial situation. The Portal is not to be construed as an offer to buy or sell, or the solicitation of an offer to buy or sell, any security in any jurisdiction in which such offer or solicitation would be illegal.
Never Idle does not warrant the accuracy, completeness or usefulness of the Website or its Content. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its Content.
This Website includes content provided by third parties, including materials provided by other users. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content (other than the content provided by Never Idle), are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Never Idle. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Never Idle Proprietary Rights
The Website and its Content, as well as all copyright, trademark and other rights therein, are owned by and are the property of Never Idle, its affiliates, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You acknowledge and agree that you do not acquire any ownership rights therein by using the Portal.
You agree that you will not copy, store, create derivative works of, publicly display, publish, reproduce, upload or download, post, transmit, distribute, sell or otherwise send to another via e-mail or any other medium any Content made available through any part of the Website. You further agree that you will not extract, summarize or reproduce any portion of the Portal without the prior written consent of Never Idle.
The Never Idle logo, the Never Idle name and all related names, logos, product and service names, designs and slogans are trademarks of Never Idle or its affiliates or licensors. You must not use such marks without the prior written permission of Never Idle.
User Contributed Content
Our Portal may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin board and other interactive features (collectively, “Interactive Services”) that allow you and other users to post, submit, publish, display or otherwise transmit to other users (hereinafter, “post”) content or materials (collectively, “User Contributed Content”) on or through the Portal.
Any User Contributed Content you post to the Portal will be considered non-confidential and non-proprietary. By posting User Contributed Content to the Portal, you grant Never Idle, its affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such User Contributed Content for any purpose.
By posting User Contributed Content to the Portal, you grant Never Idle a non-exclusive, worldwide, perpetual, irrevocable, unrestricted, royalty-free, fully paid-up, transferable license, with the right to sublicense, use, copy, reproduce, display and distribute such User Contributed Content, and to sell, modify, create derivative works from and/or to incorporate such User Contributed Content into other works in any form, medium or technology, whether now known or hereafter developed, in each case, for any purpose whatsoever, commercial or otherwise, without compensation to you. You agree to waive any moral rights that you may have to your User Contributed Content.
You understand and acknowledge that you are personally responsible for any User Contributed Content you post and you (not Never Idle) have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. Never Idle is not responsible or liable to any third party for the content or accuracy of any User Contributed Content posted by you or any other user of the Portal.
When you submit any User Contributed Content to us, you also agree to abide by the following disclosure rules:
You agree to disclose any conflict of interest, ownership interest, business, employment, or other financial relationship you have with any entity named in any User Contributed Content you submit including, without limitation, the existence at the time of writing of a long or short position (including stocks, options or other instruments).
You agree not to submit User Contributed Content with the intent to increase or decrease a security's price and sell or purchase a security as a result of such increase or decrease.
You agree to disclose any intent to purchase or sell a security within three days of submitting User Contributed Content that discusses that security.
Comments and views expressed in User Contributed Content are those of the posting users only and do not necessarily represent the views of Never Idle. We do not endorse and specifically disclaim all responsibility and liability for any User Contributed Content. We have no obligation to pre-screen or monitor User Contributed Content.
These content standards apply to any and all User Contributed Content and use of Interactive Services. User Contributed Content and use of Interactive Services must, in its entirety, comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, you agree that User Contributed Content you post must not:
Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable to any other person or entity.
Contain nudity, sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Violate or infringe on the intellectual property rights of any person or entity, including without limitation, any patent, trademark, trade secret, confidential information, copyright, right of publicity or other proprietary rights.
Be likely to deceive any person or entity.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Impersonate any person or entity, falsely state or otherwise misrepresent your identity or your affiliation with any person or entity.
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
Give the impression that it emanates from or is endorsed by Never Idle or any other person or entity, if this is not the case.
In any way that violates any local, state, national or international law, or to engage in activity that would constitute a criminal offense or give rise to a civil liability.
To transmit or procure the sending of any advertising, promotional material or solicitation of products or services without our prior written consent.
To impersonate or attempt to impersonate Never Idle, our employees, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits another person's or entity's use or enjoyment of the Portal, or which, as determined by us, may harm Never Idle or users of the Portal or expose them to liability.
Additionally, you agree not to:
Use the Portal in any manner that could disable, overburden, damage, or impair the Portal or interfere with any other party's use of the Portal, including their ability to engage in real time activities through the Portal.
Use any robot, spider or other automatic device, process or means to access the Portal for any purpose, including monitoring or copying any of the Portal.
Use any manual process to monitor or copy any of the material on the Portal or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Portal, engage in any activity which may compromise the stability or availability of the Portal or use the Portal to compromise the availability or stability of any third party site or service.
Upload, introduce, post, email, otherwise transmit, or post links to any User Contributed Content that contains software viruses, worms, trojan horses, time bombs, logic bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Portal or any third party software, site, equipment or service.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Portal, the server on which the Portal is stored, or any server, computer or database connected to the Portal.
Harvest, collect or store personally identifying information about other users of the Portal or to otherwise invade anyone's privacy or disclose another person's personally identifiable information.
Reverse engineer, hack, spam, block, disrupt, or otherwise change or alter, or attempt to change or alter, the Portal.
Otherwise attempt to interfere with the proper working of the Portal.
Termination, Monitoring and Enforcement
We reserve the right to terminate or suspend your access to all or part of the Portal at any time in our sole discretion for any reason or no reason. You agree that if your account is terminated by Never Idle for any reason or no reason, you will not attempt to establish a new account under any name, real or assumed. We have the right to:
Monitor, delete, edit, remove or refuse to post any User Contributed Content, in whole or in part, for any or no reason in our sole discretion without notice to you.
Disclose your identity or other information about you to any third party who claims that material posted by you, or through your user name, violates such third party's rights, including its intellectual property rights or its right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Portal.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Portal. YOU WAIVE AND HOLD NEVER IDLE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Never Idle cannot review all material before it is posted on the Portal, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Never Idle assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. Never Idle has no liability or responsibility to you or any third party for performance or nonperformance of the activities described in this section.
Intellectual Property Infringement
Any such notice must include: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest; (b) a description of the copyrighted work or trademark that you claim has been infringed; (c) a description of the location on the Website of the claimed infringing material; (d) your address, telephone number, and e-mail address; (e) a statement by you that you have a good faith belief that the claimed infringing use is not authorized by the copyright or trademark owner, its duly authorized agent, or the law; and (f) a statement by you that the information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright or trademark owner's behalf.
Upon receipt of such notice, we will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will terminate access for a registered user who is a repeat infringer.
You acknowledge and agree that the assets and information (including without limitation any Content, software, documentation and related technical data) contained in the Portal or Services provided in connection with the Portal (collectively, the “Regulated Deliverables”) may be subject to Export Control Laws (as defined below).
In connection with the Regulated Deliverables, you shall:
Comply with any export requirement or restriction imposed by the United States of America, the European Union and any jurisdiction to which you may direct that any Regulated Deliverables is provided;
Comply with all applicable federal and foreign laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting or releasing any Regulated Deliverables; and
Provide prior written notice of the need to comply with such laws and regulations to any person, firm or entity which you have reason to believe is obtaining any such Regulated Deliverables from you with the intent to export.
In connection with the Regulated Deliverables, you shall not, and shall not permit any third parties to, directly or indirectly:
Export, re-export or release any Regulated Deliverables to any jurisdiction or country to which, or any party to whom, the export, re-export or release of any Regulated Deliverables is prohibited by applicable federal or foreign law, regulation or rule;
Dispose of any Regulated Deliverables subject to Export Control Laws other than in the country of destination, as identified in any government license or authorization for the relevant Regulated Deliverables; or
Lease, exchange or dispose of any Regulated Deliverables subject to Export Control Laws to any country, company or individual that is either: (i) required by export regulations to hold a license to receive the Regulated Deliverables (and does not have such license) or (ii) is prohibited from receiving Regulated Deliverables subject to export control license, as amended from time to time.
You shall be responsible for any breach of this section by you, and your successors' and permitted assigns', parent, affiliates, employees, officers, directors, partners, members, shareholders, customers, agents, distributors, resellers or vendors. Never Idle reserves the right to withhold or suspend the supply of any Regulated Deliverables when the export of such Regulated Deliverables is or becomes subject to special controls under Export Control Laws.
Never Idle makes no claims that the Portal is accessible or appropriate in countries or regions outside of the United States. Access to the Portal may not be legal by certain persons or in certain countries. If you choose to access the Portal from outside of the United States, you do so on your own initiative, at your own risk and are responsible for compliance with applicable local laws.
Links on the Portal
If the Portal contains links to other websites and resources provided by third parties, these links are provided for your convenience only. If you decide to access any of the third party websites linked on the Portal, you do so entirely at your own risk and subject to the terms and conditions of use for each such website.
Changes to the Portal
We may update the Content on the Website from time to time. Any of the Content on the Website may be out of date at any given time. Never Idle is under no obligation to update such Content.
Disclaimer of Warranties
You understand that Never Idle cannot and does not guarantee or warrant that files available for downloading from the Portal will be free of viruses or other destructive code.
No opinion, advice or statement made in the Website or its Content shall create any warranty.
YOUR USE OF THE PORTAL, ITS CONTENT AND ANY SERVICES OR INFORMATION OBTAINED THROUGH THE PORTAL IS ENTIRELY AT YOUR OWN RISK. THE PORTAL, ITS CONTENT AND ANY SERVICES OR INFORMATION OBTAINED THROUGH THE PORTAL ARE PROVIDED ON AN "as is" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEVER IDLE, ITS OFFICERS, MANAGERS, MEMBERS, LICENSORS, EMPLOYEES, AFFILIATES, AGENTS, DIRECTORS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON‑INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ALL WARRANTIES RELATING TO THE ACCURACY, SECURITY, RELIABILITY, QUALITY, TIMELINESS, PERFORMANCE, AVAILABILITY OR COMPLETENESS OF THE PORTAL, ITS CONTENT OR ANY SERVICES OR INFORMATION OBTAINED THROUGH THE PORTAL.
WITHOUT LIMITING THE FOREGOING, NEITHER NEVER IDLE NOR ANY PERSON OR ENTITY ASSOCIATED WITH NEVER IDLE REPRESENTS OR WARRANTS THAT THE PORTAL, ITS CONTENT, OR ANY SERVICES OR INFORMATION OBTAINED THROUGH THE PORTAL WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE PORTAL OR THE SERVER THAT MAKES THE PORTAL AVAILABLE WILL BE CORRECTED; THAT THE PORTAL OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE PORTAL, ITS CONSENTS, OR ANY SERVICES OR INFORMATION OBTAINED THROUGH THE PORTAL WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
Limitation of Liability
IN NO EVENT WILL NEVER IDLE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, DIRECTED, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE PORTAL, ANY CONTENT ON THE PORTAL OR ANY SERVICES OR INFORMATION OBTAINED THROUGH THE PORTAL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NEVER IDLE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PORTAL OR ANY SERVICES OBTAINED THROUGH THE PORTAL OR TO YOUR DOWNLOADING OF ANY CONTENT POSTED ON IT.
SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You represent and warrant that you:
Have had a full and fair opportunity to receive the advice of your own legal counsel, accountants and other advisors with respect to your participation in the Portal; and
Hold all rights to and interest in your User Contributed Content, and have the right to grant Never Idle the license and rights specified above in the section titled “Use Contributed Content.
Governing Law; Choice of Venue
Your Comments and Legal Notices
All feedback, comments, legal notices, requests for technical support and other communications relating to the Portal should be directed to: email@example.com.