This User Agreement – Terms of Service (this “Agreement”) is a contract between Toolots, Inc. and its affiliates (“Toolots”, “we,” or “us”), and any User of www.Toolots.com (the “Site”), including each User’s agents and affiliates. Users include parties offering skilled services on the Site (“Service Provider”), or parties soliciting the services of a Service Provider through the Site (“Customer”). All Users of the Site (“User” or “You”) must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use the Site and to offer or accept services on the Site. This Agreement applies to the Site, our Services provided through the Site, and to all of our affiliated websites, including mobile websites and applications that link to or reference this Agreement (collectively, “Site Services”). This Agreement includes and hereby incorporates by reference our Terms of Use, Privacy Policy and all other policies published by us, as may be in effect and modified by Toolots from time to time (collectively, with this Agreement, the (“Terms of Service”).

The Terms of Service may be amended at any time by posting a revised version on the Site. We will provide reasonable advance notice of any amendment that includes a material change. Your continued use of the Site or the Site Services after the effective date of an amended version of these Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised. YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU ARE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTIONS 20 AND 21 BELOW. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.

1. Account Eligibility

To use the Site and certain Site Services, we may require you to register for an account. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for an account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an account and by using the Site or Site Services or by clicking to accept the Terms of Service if prompted on the Site, you agree to: (a) abide by the Terms of Service; (b) be financially responsible for your use of the Site, Site Services, and the purchase or delivery of Service Provider services; and (c) perform your obligations as specified by any Service Contract (see Section 8 below) that you enter into, unless such obligations are prohibited by applicable law or these Terms of Service. Toolots reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided to us or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in Toolots’s sole discretion. You represent that you are not: (x) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.

2. Account Registration

By registering for an account, you must complete a User profile (“Profile”), which you consent will be shown to other Users so that we may provide the Site Services to you and, unless you change your privacy settings, to the public (See Privacy Policy). You agree to always provide us with true, accurate, and complete information, including without limitation on your Profile, your account, and on all other forms you access on the Site. You are responsible for updating your information to maintain accuracy, truth and completeness. You must not (a) post any false or misleading information; (b) register for more than one account at a time; or (c) ask or allow another person to create an account on your behalf, for your use, or for your benefit; provided that Toolots may create an account for you with your consent. We may verify information that you provide to us including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Toolots, if it is a separate legal entity. You authorize and will cooperate with us, directly or through third parties, to make any inquiries necessary to verify your identity, confirm your ownership of your email address, financial accounts, and personal and/or business information, subject to applicable law. You are solely responsible for the selection of your username and password and for maintaining the confidentiality of your account information. You agree not to use access any accounts that you are not authorized to use and not to allow others who are not authorized to do so use your account.

3. Purpose of Site and Services

The Site is a marketplace where Customers and Service Providers can identify each other, advertise, offer and obtain Service Provider services online. Toolots provides the Site Services to facilitate Service Contracts between Users, which are subject to the provisions set forth in Section 8 (Terms of Service Contract between Service Provider and Customer). Toolots has the right, in its sole discretion, to perform Service Provider services for Customer, and shall offer the Site Services to match Service Providers with Customers only if Toolots elects not to perform Service Provider services, in which case Toolots is strictly providing a service to Customer and Service Provider. Toolots is under no circumstances acting as a broker, agent, recruiter, employee, employer, partner, joint venture of any User.

4. Service Requests

Each Customer is solely responsible for determining the scope of work for the Service Provider services that it requires (the “Requested Service”). In the event that that Toolots elects not to perform the Requested Service, Toolots will assist Customer in posting the Requested Service and will make reasonable efforts to locate a Service Provider in Customer’s geographic area for the Requested Service within 48 hours of Customer’s post for the Requested Service. In the event that the Requested Service will not be performed by Toolots, Customer is solely responsible for accepting and selecting Service Providers to perform the Requested Service. Service Providers who accept Requested Service agree to contact the Customer within 48 hours. Toolots has no liability whatsoever for the timing or content of any communications between Customers and Service Providers.

5. Contractual Relationship Between Customer and Service Provider

You agree that when a Service Provider and Customer have agreed to a price for the Service Provider’s service, scope of work to be performed, and duration of work, then a legally binding Service Contract has been entered into by Service Provider and Customer. You acknowledge that unless Toolots is the party providing Requested Service to Customer, (a) Toolots is not a party to the Service Contract; (b) the Service Contract may not expand Toolots’s obligations or restrict Toolots’s rights under the Terms of Service; (c) the Service Contract does not under any circumstances, create an employment or other service relationship between Toolots and any User. Where Toolots is not providing the Requested Service, Toolots will not be involved in the dispute resolution process between any Service Provider and Customer.

6. Invoices and Taxes

Toolots will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to any fees charged by the Service Provider (“Service Provider Fee”) for any Requested Service not performed by Toolots. Users will be solely responsible for determining whether (a) it is required by applicable law to issue any formal invoices for the Service Provider Fee; and (b) Service Provider is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Service Provider Fee and remitting any such taxes or charges to the appropriate authorities on behalf of itself. Toolots is not required by applicable law to withhold any amount of the Service Provider Fees to pay any withholding amount to the appropriate authorities (including penalties and interest) on behalf of any Service Provider. In the event of an audit of Toolots, Users agree to promptly cooperate with Toolots and provide copies of Service Provider’s tax returns and other documents as may be reasonably requested for purposes of such audit. All fees and expenses shall be determined solely by Service Provider and Customer, provided that Service Provider agrees that for it may not charge fees in excess of its standard hourly rates and fees for any Requested Service to be performed remotely. This Section 5 shall apply in the event that Toolots is not directly providing Requested Service.

7. Payment Method

As of the publication date of these Terms of Service, payment for Requested Service not performed directly by Toolots must be negotiated and arranged between Service Provider and Customer. Toolots may in the future require Users to utilize a payment method through the Site for which Toolots may charge payment processing fees and may require that Customers provide account information for at least one valid Payment Method, such as Paypal. Customers who utilize a payment method through the Site may qualify for our YuuTool Pledge. When Customer authorizes the payment of the Service Provider Fees through the Site, Customer automatically and irrevocably authorizes and instructs Toolots to charge Customer’s Payment Method for the Service Provider Fees. By providing Payment Method information through the Site, Customer represents, warrants, and covenants that: (a) Customer is legally authorized to provide such information; (b) Customer is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Customer’s use of such Payment Method(s) or applicable law. When Customer authorizes a payment using a Payment Method via the Site, Customer represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Customer’s Payment Method(s), Customer is solely responsible for paying such amounts by other means. The Site and the Site Services operate in U.S. Dollars. Toolots is under no circumstances responsible for the non-payment of service performed by a Service Provider.

8. Terms of Service Contract Between Service Provider and Customer

Unless otherwise expressly agreed to in writing by both Users, the default terms and conditions of the Service Contract that a Service Provider enters directly with a Customer when the Service Provider agrees to provide the Requested Service to the Customer are as set forth in this Section 8. Any Requested Service provided by Toolots shall also be subject to this Section 8, where applicable, and excepting any contrary provision in the Terms of Service, in which case the provision of the Terms of Service will prevail. If Toolots is not directly providing Requested Service to Customer, Users may agree between themselves on any additional or different terms for their Service Contract as long as such terms do not and do not purport to affect the rights or responsibilities of Toolots or violate the Terms of Service. Users agree to obtain the consent of the other before making changes to the Service Contract by adding additional or different milestones or making other changes to the Service Contract in writing. If consent of one party is not first obtained, the other party may reject such changes by terminating the Service Contract (see Section 8.4) or accept such changes by continuing to work on the Service Contract.

1.1 Status of Service Provider. Customer is responsible and assumes all liability for determining whether Service Providers are independent contractors or employees and engaging them accordingly; Toolots disclaims any liability for such determination. The Terms of Service do not create a partnership or agency relationship between Users, or between Users and Toolots. For Service Contracts classified as independent contractor relationships, Customer may not require an exclusive relationship. A Service Provider classified as an independent contractor is free at all times to provide his/her Service Provider services to persons or entities other than Toolots and Customer. Each User acknowledges, agrees, and understands that the Site is merely a venue where Users may act as Customers and/or Service Providers and Toolots will not have any liability or obligations under any Service Contract for the acts or omissions by you or other Users. Unless Toolots is performing Requested Service, (a) Toolots is not a party to any Service Contracts between Customers and Service Providers; (b) Service Providers are not employees of Toolots, and Toolots does not, in any way, supervise, direct, or control the Service Provider or the Requested Service; (d) Toolots will not have any liability or obligations under or related to Service Contracts for any acts or omissions by you or other Users; ; and (e) Toolots makes no representations as to the reliability, capability, or qualifications of any Service Provider or the quality, security, or legality of any Requested Service, and Toolots disclaims any and all liability relating thereto. Toolots makes no representation as to the scope or accuracy of any Customer’s Requested Service or any Customer’s ability to pay for the Requested Service. Users shall satisfy themselves as to the qualifications of any other User they engage with through the Site. Service Provider will perform the Requested Service in a professional and workmanlike manner and will timely deliver the tangible or intangible results or deliverables that Service Provider agrees to create for Customer, including, but not limited to, configurations, programs, customized hardware, and any intellectual property developed in connection therewith (“Deliverables”), and Customer agrees to pay for the Deliverables in the time and manner as agreed upon with Service Provider.

1.2 Scope of Work. For all work described below, Customer shall submit its Requested Service, as defined in Section 4 above, to Toolots After-Sales. YuuTool will assist Customer in determining if the Requested Service is subject to applicable manufacturer’s warranty.

A) Product Under Warranty. For products subject to applicable manufacturer’s warranty, Toolots shall inform Customer if Toolots will perform the required warranty work at no cost to Customer, or Yuutool will direct Customer to the manufacturer for it to perform the warranty work.

B) Products Not Covered by Warranty. For product repairs and maintenance not covered by applicable manufacturer’s warranty, YuuTool shall elect to perform such work on pricing and terms to be mutually agreed upon by YuuTool and Customer, or if YuuTool cannot or elects not to perform such work, which will be Customer’s Requested Service, then we shall post the Requested Service to the Site for Customer to access Service Providers that may meet the qualifications to perform the Requested Service.

Toolots has no liability or responsibility whatsoever for (a) determining the scope, accuracy or sufficiency of any Requested Service, (b) any information provided to it by the manufacturer, including without limitation, any information, materials, manuals, technical instructions, or other manufacturer know-how or technology; (c) Customer’s reliance on any information provided by the manufacturer; or (d) whether the Requested Service will adversely impact applicable manufacturer warranties. Customer assumes the responsibility for any Requested Service that may void any manufacturer warranty.

1.3 Dispute Resolution. Service Provider and Customers are encouraged to agree upon a dispute resolution procedure prior to entering into a Service Contract.

1.4 Rescheduling and Termination of Service Contract. Each User has the right to reschedule or terminate the Service Contract through the Site, after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Requested Service. Either party may terminate the Service Contract immediately in the event of a material breach, or with the consent of the other party. Except as required by law and for any work covered under applicable manufacturer warranty, Customer remains obligated to pay the Service Provider Fees for any Requested Service provided prior to termination of the Contract.

1.5 Intellectual Property Rights. Unless the parties agree otherwise in writing between them, the following shall apply:

(a) Rights of Customer. Service Provider will disclose to Customer, in advance of commencement of services, any ideas, materials, processes, data, programs, know-how, designs, formulae, and techniques and all intellectual property rights claimed by Service Provider (the “Service Provider IP”), which Service Provider will be incorporated into the Deliverables. If Service Provider discloses no Service Provider IP, Service Provider warrants that it will not incorporate any Service Provider IP into Deliverables provided pursuant thereto. Service Provider will separately provide, with each delivery of Deliverables to Customer, a third-party bill of materials that identifies all Service Provider IP. Service Provider hereby automatically grants to Customer a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense, to reproduce, create derivative works, distribute, and publicly display, make, use, sell, import, offer for sale, and exercise any and all present or future rights in the Service Provider IP incorporated or used in Deliverables. If payment is made only for partial delivery of Deliverables, the grant described herein applies only to the portion of Deliverables delivered.

(b) Rights of Service Provider. Customer grants Service Provider a limited, non-exclusive, revocable, at Customer’s sole discretion, right to use requests, intellectual property, including without limitation, any patented components of any Customer machinery, equipment, device, or any other property, and any other information or materials that Customer provides to Service Provider for Service Provider to perform Requested Service (the “Customer IP and Materials”). Customer’s rights to its IP and Materials pursuant to these Terms of Service are in full force and effect wherever in the world that Customer and its IP and Materials are located. Customer reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Customer IP and Materials. Upon completion or termination of the Service Contract, Service Provider will immediately return all Customer IP and Materials to Customer and further agrees to destroy all copies of Customer IP and Materials and Deliverables (except for Service Provider IP as permitted by the Service Contract) under Service Provider’s control. Within ten days of such request from Customer, Service Provider agrees to provide written certification to Customer that Service Provider has returned or destroyed all Customer IP and Materials and Deliverables as provided in this subsection.

(c) Ownership of Deliverables and Intellectual Property Rights. Upon Service Provider’s receipt of full payment from Customer, the Deliverables, including without limitation all Intellectual Property Rights in the Deliverables, will be the sole and exclusive property of Customer, and Customer will be deemed to be the author thereof. If Service Provider has any Intellectual Property Rights to the Deliverables that are not owned by Customer upon Service Provider’s receipt of payment from Customer, Service Provider hereby automatically irrevocably assigns to Customer all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Service Provider retains no rights to use, and will not challenge the validity of Customer’s ownership in, such Intellectual Property Rights. Service Provider hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Deliverables. If payment is made only for partial delivery of Deliverables, the assignment described herein applies only to the portion of Deliverables delivered.

(d) License to or Waiver of Other Rights. If Service Provider has any right to the Deliverables that cannot be assigned to Customer by Service Provider, Service Provider hereby automatically, upon Service Provider’s receipt of full payment from Customer, unconditionally and irrevocably grants to Customer during the term of such rights, an exclusive, even as to Service Provider, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute and publicly display, make, use, sell, import, offer for sale and exercise any and all such rights. If Service Provider has any rights to such Deliverables that cannot be assigned or licensed, Service Provider hereby automatically, upon Service Provider’s receipt of payment from Customer, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Customer or related to Customer’s customers, with respect to such rights, and will, at Customer’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Deliverables, the grant described herein applies only to the portion of Deliverables delivered.

(e) Assistance. Service Provider will assist Customer in every way reasonably requested, during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Deliverables in all countries. In the event Customer is unable, after reasonable effort, to secure Service Provider’s signature on any document needed in connection with the foregoing, Service Provider hereby designates and appoints Customer and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Service Provider.

(f) Immunity. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

1.6 Confidentility. To the extent a User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Requested Service; and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Requested Service. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If and when Confidential Information is no longer needed for the performance of the Requested Service, or at Customer’s or Service Provider’s written request (which may be made at any time at Customer’s or Service Provider’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.

9. Records

Users will each create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Contract, including, without limitation, their respective payment obligations and compliance with and tax and employment laws, and provide copies of such records to Toolots upon request. Nothing in this subsection requires or will be construed as requiring Toolots to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service ContractUsers will each create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Contract, including, without limitation, their respective payment obligations and compliance with and tax and employment laws, and provide copies of such records to Toolots upon request. Nothing in this subsection requires or will be construed as requiring Toolots to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.

10. Relationship of Users With Toolots.

Toolots is not a party to the dealings between Customer and Service Provider, including proposals regarding services requested or offered, selection, contracting, and performance of Requested Service. Service Providers and Customers are solely responsible determining the suitability of User relationships between themselves. Toolots does not, in any way, supervise, direct, or control any User’s business operations, including without limitation, work schedules, locations, fees, training, equipment, labor or materials or solicitations made by any User. Toolots makes no representations about, and does not guarantee the quality, promptness, safety, or legality of the Requested Service; the truth or accuracy of any User posting; the qualifications, background, or identities of Users; the ability of Service Providers to deliver the Requested Service; the ability of Customers to pay for the Requested Service; or that a User can or will actually complete a transaction. Toolots will not deduct any tax withholdings, unemployment, Social Security, or other taxes for any Users. Each User is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation arising from the Requested Service. Toolots does not verify any feedback or information given to us by Users. Toolots shall have the right, but not the obligation, to review the qualifications of and perform background checks on Service Providers. Under no circumstances shall any review or background check by Toolots constitute an endorsement or representation regarding the character or qualification of any Service Provider, or guaranty or warranty of any service provided by such Service Provider to Customer. Each Customer shall satisfy itself regarding the Service Provider that such Customer selects and shall not rely on review or background check performed by Toolots. Each User represents, warrants, and covenants that it: (a) is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance, contributions, and expenses; and (b) will not have any claim under the Terms of Service for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits from Toolots. You hereby acknowledge and agree that Toolots may provide information on the Site about a User, such as feedback and geographical location. Such information provided solely by Users and does not constitute an endorsement or recommendation by Toolots. Such information solely for the convenience of Users. The Terms of Service and any account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Toolots, except and solely to the extent expressly stated in this Agreement.

11. Toolots as Third Part Beneficiary.

Users appoint Toolots as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on Toolots, which has the right, but not the obligation, in our sole discretion, to take such actions with respect to User accounts, including, without limitation, suspension, termination, or legal actions to enforce our rights as a third-party beneficiary under the Service Contracts.

12. Communications From You to Toolots.

All notices to Toolots intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt to the following address: 16300 Shoemaker Avenue, Cerritos, CA 90730; or (c) in writing via email to CS@YuuTool.com. All such notices are deemed effective upon receipt by Toolots. Toolots does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Toolots or its registered agent for service of process.

13. Warranty Disclaimer.

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, OR ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TOOLOTS MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, DELIVERABLES, REQUESTED SERVICE PROVIDED BY TOOLOTS, ANY ACTIVITIES OR ITEMS RELATED TO THE TERMS OF SERVICE, OR ANY SERVICES REQUESTED OR OFFERED BY ANY USER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOOLOTS DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SITE, SITE SERVICES, AND ANY REQUESTED SERVICE PROVIDED BY TOOLOTS. USER HEREBY AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY AGAINST TOOLOTS WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION IS THE TERMINATION OF THIS AGREEMENT, PURSUANT TO SECTION 14 BELOW.

14. Limitation of Liability.

You agree that Toolots has no liability whatsoever for any damages or losses arising out of or related to any Requested Service provided by Toolots, the Terms of Service, and your use or inability to use the Site or Site Services, including without limitation, delays or disruptions; viruses or other malicious software; glitches, bugs, errors, or inaccuracies of any kind; damage to your hardware device; the content, actions, or inactions of third parties’ use; any action taken with respect to your account; your reliance on the quality, accuracy, or reliability of job postings, profiles, ratings, recommendations, and feedback, or metrics found on, used on, or made available through the Site; and your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service. ADDITIONALLY, IN NO EVENT WILL TOOLOTS OR ANY OF OUR AFFILIATES BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF TOOLOTS, AND OUR AFFILIATES TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY TOOLOTS WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CUSTOMER OR Service Provider DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

15. Release.

You agree that Toolots is not a party to any agreements between Users, and you hereby release Toolots and our respective officers, directors, agents, affiliates, subsidiaries, joint ventures, and employees from claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes relating to or arising from a Service Contract between you and another User. TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

16. Indemnification.

You will indemnify, defend, and hold harmless Toolots our directors, officers, employees, representatives, and agents, affiliates, subsidiaries, and joint ventures (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services and the performance of any Requested Services by Toolots; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Service Provider as an independent contractor; the classification of Toolots as an employer or joint employer of Service Provider; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) your failure to comply with the Terms of Service; (d) your failure to comply with applicable law; (e) the negligence, willful misconduct, or fraud by you or your agents; (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.

17. Agreement Term and Termination.

The Terms of Service as amended from time to time by Toolots, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to Toolots at 16300 Shoemaker Avenue, Cerritos, CA 90730. If this Agreement is terminated by either party, you will have no further rights to use the Site and your account will be closed.

1.1 Accounts Active Post-Termination. Any ongoing Service Contracts that remain active will continue to be subject to these Terms of Service and we will continue to perform those Site Services necessary to complete any open Service Contracts between you and another User. You will remain obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any active Service Contracts. 1.2 Termination and Release. The termination of this Agreement for any reason will not release you or any other User with whom you have a Service Contract, or Toolots from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination, including those arising from your use of the Site, Site Services or the performance of any Requested Service by Toolots incurred prior to the termination date. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.

1.3 Remedies upon Termination. Without limiting Toolots’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Toolots; may be contrary to the interests of the Site or the User community; or may involve illicit activity.

1.4 Prohibited Post-Termination Activities. If your account is suspended or closed, you may not use the Site under the same account or a different account or reregister under a new account without Toolots’s prior written consent. If you attempt to use the Site under a different account, we reserve the right to reclaim available funds in that account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. Without limiting Toolots’s other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Toolots under the Terms of Service, you must pay Toolots, and you authorize Toolots or its Affiliate to charge you, for all fees owed to Toolots and reimburse Toolots for the Opt-Out Fee, if applicable, all losses and costs (including any and all time of Toolots’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

1.5 Effect of Termination. If your account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, Toolots will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your account may involve deletion of any content stored in your account for which Toolots will have no liability whatsoever.

18. Enforcement of Agreement

Toolots has the right, but not the obligation, to suspend or terminate your access to the Site and Site Services if we believe that you may have violated our Terms of Service, our rights or those of another party. Without limiting our rights or remedies, we may suspend or close your account, use self-help in connection with our rights to reclaim funds due and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of the Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may result in legal liability for you, other Users, or Toolots. Termination of this Agreement and/or closing of your account will not relieve Customer of the requirement to pay for Requested Service performed prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement. IF YOUR ACCOUNT IS SUSPENDED OR TERMINATED, WE HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT STATUS, AND TO PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.

19. Dispute Resolution

1.1 Generally. All claims and disputes arising from this Agreement, the Terms of Service, Privacy Policy, and all other published policies of Toolots, including without limitation, those related to any Service Contract, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and all other federal or state legal claims arising out of or relating to your relationship with Toolots (each and collectively the “Claim”) shall be resolved as described pursuant to Sections 20.2 and 20.3 below. This Agreement, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Service Provider located within the United States will be governed by the law of the state in which such Service Provider resides.

1.2 Notice of Dispute. Prior to any demand for arbitration of a Claim by you, you agree to provide Toolots with written notice of your claim pursuant to Section 20.3 below, including your name, your account information, contact information and a brief description of the Claim (the “Notice’), for our review and so that we may attempt an informal resolution off the Claim. In the event that the Claim cannot be resolved by the parties, you that all Claims shall be submitted to mandatory binding arbitration as set forth in Section 20.3 below, before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com.

1.3 Mandatory Binding Arbitration. Arbitration as provided in this Mandatory Binding Arbitration provision (“Arbitration Provision”) is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) and applies to any Claim the parties may have and survives after your relationship with Toolots ends. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the abritration will be conducted for appointment of a neutral arbitrator. Expect as otherwise provided herein, arbitration will be conducted in Los Angeles County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. Notwithstanding the foregoing, any Claims by Service Providers that allege employment or worker classification claims will be conducted within 25 miles of where the Service Provider is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may be found atwww.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person. You and Toolots will follow the applicable JAMS rules with respect to arbitration fees.

1.3.1 Employment-Related Claims. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Service Provider will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

1.3.2 Scope of Arbitration Provision. This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court before the expiration of your opt-out period. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or Toolots may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the matter.

1.3.3 Administrative Remedies. Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.

1.4 Interpretation, Severability. This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement or any other part of the Terms of Service, is void or voidable. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 21 below, below, of this Arbitration Provision is deemed to be unenforceable, you and Toolots agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

21. Class Action and Jury Trial Waiver.

The Arbitration Provision (Section 20 above) affects your ability to participate in class, collective or representative actions. Both you and Toolots agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf. Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and Toolots agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum. However, Toolots may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.

22. RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER. You may opt out of Section 20 and Section 21 above Toolots in writing, within 30 days of the date you first registered for the Site.

 To opt out, you must send a written notification to Toolots at 16300 Shoemaker Avenue, Cerritos, CA 90703 and/or Info@YuuTool.com that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.

23. Entire Agreement.

This Agreement, together with the other Terms of Service, sets forth the entire agreement between you and Toolots and cancels and supersedes any prior or contemporaneous written or oral agreements, representations and warranties made by the parties; provided that Customers and Service Providers may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand Toolots’s obligations or restrict Toolots’s rights under the Terms of Service. No modification or amendment to the Terms of Service will be binding upon Toolots unless in a written instrument signed by a duly authorized representative of Toolots. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but include facsimiles. This Section 23 does not apply to amendments to the Terms of Service posted by Toolots to the Site from time to time.

24. Survival.

The terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. (For example, confidentiality, arbitration, non-Circumvent, indemnification, and limitations of liability provisions.)

25. Compliance.

User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.

26. Assignment.

User may not assign the Terms of Service, or any of its rights or obligations hereunder. Toolots may freely assign this Agreement or the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service will inure to the benefit of the successors and permitted assigns of the parties.

27. Severability.

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

28. Force Majeure.

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay.

29. General.

The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Toolots drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Toolots because of the authorship of any provision of the Terms of Service. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.