WAIVER OF LIABILITY, DAMAGE & RETURN POLICY AND RELEASE
Last updated: June 2026
IMPORTANT – READ CAREFULLY BEFORE CONFIRMING ANY RENTAL BOOKING
By creating a ToolDrop account, listing a tool, or confirming a rental booking through the ToolDrop platform (the “Platform”), you agree to be legally bound by the terms of this Waiver of Liability, Damage & Return Policy and Release (this “Agreement”).
If you do not agree with any part of this Agreement, you must not proceed with creating an account, listing a tool, or confirming a rental.
1. DEFINITIONS
In this Agreement:
•“ToolDrop” means the ToolDrop technology platform, including its owners, founders, operators, directors, officers, employees, contractors and agents and insurers.
•“Platform” means the ToolDrop mobile application, website, and all related technology and services that facilitate the listing and rental of tools.
•“Lister” means the individual or entity that lists a tool for rent on the Platform.
•“Renter” means the individual or entity that rents a tool through the Platform.
•“Parties” means collectively the Lister and the Renter.
•“Tool” means any tool, equipment, device, ladder, power tool, hand tool, pressure washer or other item listed for rent on the Platform.
•“Rental Period” means the period commencing when the Renter takes physical possession of the Tool (including via pickup or delivery) and ending when the Tool is confirmed returned and accepted by the Lister through the Platform.
•“Deposit” means the refundable security deposit, if any, collected by ToolDrop from the Renter in connection with a rental booking and held as security for the Renter’s obligations under this Agreement, which shall in not exceed the then-current replacement cost of a new Tool of the same or comparable make and model as reasonably determined by ToolDrop.
•“Normal Wear and Tear” has the meaning set out in section 9.2 below.
•“Broken Beyond Reasonable Repair” means, in respect of a Tool, that the estimated cost of repair, as supported by at least one professional repair quote reasonably acceptable to ToolDrop, equals or exceeds sixty percent (60%) of the then-current new replacement value of that Tool, determined in accordance with this Agreement.
2. ACKNOWLEDGEMENT OF TOOLDROP’S ROLE ONLY AS PLATFORM
You acknowledge and agree that:
•ToolDrop operates solely as a technology platform and marketplace that enables Listers and Renters to connect and arrange peer-to-peer rentals of Tools.
•ToolDrop does not own, manufacture, supply, maintain, inspect, certify, repair, or warrant any Tool listed on the Platform.
•ToolDrop is not a party to the rental transaction between a Lister and a Renter. The rental contract is between the Lister and the Renter.
•Any descriptions, photographs, specifications or statements in a listing are provided by the Lister, not by ToolDrop, and ToolDrop makes no representations or warranties as to their accuracy.
3. ELIGIBILITY, CAPACITY AND REPRESENTATIONS BY RENTER
By using the Platform as a Renter and/or by confirming any rental booking, you represent and warrant that:
•You are at least 18 years of age.
•You have the legal capacity to enter into binding contracts under the laws of Ontario, Canada.
•You are renting the Tool for lawful purposes only.
•You have the physical ability, knowledge, and experience reasonably necessary to operate the specific Tool safely, or you will obtain such knowledge and training before use.
•You will not be under the influence of alcohol, drugs, medication, or any substance that may impair your judgment or physical abilities while using the Tool.
•You acknowledge and agree that ToolDrop may, at any time and from time to time, require you to complete identity verification (including the provision of government-issued identification or other supporting documents) as a condition of creating, maintaining, or continuing to access your account or the Platform, or as a condition of confirming or completing any rental. Failure or refusal to complete such identity verification when reasonably requested may result in the suspension or termination of your access to the Platform.
•You further acknowledge and agree that providing false, fraudulent, or misleading identity information to ToolDrop constitutes a material breach of this Agreement and is grounds for immediate account termination and removal from the Platform. To the fullest extent permitted by applicable law, providing such false identity information voids all protections, waivers, and limitations of liability otherwise available to you under this Agreement as against the Lister Released Parties and the ToolDrop Released Parties.
•You are solely responsible for maintaining the confidentiality and security of your account credentials and for all activity that occurs under your account, whether or not expressly authorized by you, including any use of your account by members of your household, employees, or any minors to whom you permit access to your devices or account. If you allow any other person (including a minor) to use your account or to access the Platform on your behalf, you acknowledge and agree that:
•Such person is deemed to be acting as your agent for the purposes of this Agreement;
•You remain fully responsible for their acts and omissions, including any breaches of this Agreement and any damage or loss they cause; and
•All waivers, releases, indemnities and assumptions of risk given by you under this Agreement apply as if the Tool had been rented and used by you personally.
4. Personal Information and Privacy
•You acknowledge that, in connection with your use of the Platform and any rental transactions, ToolDrop collects, uses and discloses certain personal information, which may include your contact details, payment information, identity verification documents, and photos and other information relating to Tools and rentals.
•You agree that the collection, use and disclosure of your personal information by ToolDrop is governed by ToolDrop’s then-current Privacy Policy, as made available on the Platform and as updated from time to time. By creating an account, using the Platform, or confirming any rental, you acknowledge that you have had an opportunity to review the Privacy Policy and you consent to ToolDrop’s handling of your personal information in accordance with that Privacy Policy and applicable privacy laws.
•Without limiting the generality of subsection 2, you acknowledge and agree that ToolDrop may collect, use and disclose your personal information for purposes reasonably necessary to:
•Operate, administer and improve the Platform and related services;
•Process payments and security Deposits;
•Verify identity and prevent fraud or abuse;
•Facilitate and document rentals between Renters and Listers;
•Investigate and resolve disputes and potential breaches of this Agreement.
•Comply with applicable laws, regulations, lawful requests and court orders.
•In the event of any inconsistency between this Agreement and the Privacy Policy with respect to ToolDrop’s collection, use or disclosure of personal information, the Privacy Policy shall govern to the extent of such inconsistency, except where this Agreement provides for a more specific consent (including, without limitation, the consent to disclosure), in which case both shall be read together to give effect to such consent.
5. Geographic Eligibility — Ontario Only
•The Platform is currently available exclusively to residents of the Province of Ontario, Canada. By creating an account or confirming any rental, you represent and warrant that:
•you are a resident of the Province of Ontario, Canada at the time of account creation and at the time of each rental booking you confirm;
•the Tool that is the subject of your rental is physically located within the Province of Ontario at the time of pickup or delivery; and
•your use of the Platform and the rental transaction contemplated thereby will take place entirely within the Province of Ontario.
•ToolDrop makes no representation that the Platform, this Agreement, or any rental facilitated through the Platform complies with the laws of any jurisdiction outside the Province of Ontario. Access to or use of the Platform by any person who does not meet the geographic eligibility requirements set out in this section is unauthorized, constitutes a breach of this Agreement, and voids all protections, releases, and limitations of liability otherwise available to that user under this Agreement.
6. TRANSFER OF RESPONSIBILITY UPON PICKUP / DELIVERY
•You acknowledge and agree that, from the moment you (or your designate) take physical possession of the Tool, whether by pickup, delivery or any other means, and continuing until the Tool is confirmed returned and accepted by the Lister via the Platform:
•Full and complete responsibility for the Tool transfers to you, the Renter.
•You are solely responsible for:
•The physical condition, safekeeping and security of the Tool.
•Any damage, loss, theft, or destruction of the Tool, regardless of cause, except Normal Wear and Tear as defined in this Agreement.
•Any injury, harm, or death to yourself or any third party arising directly or indirectly from the Tool or its use.
•Any damage to real or personal property arising from your use, operation, transport, storage or handling of the Tool.
•Any use that is unsafe, improper, negligent, reckless, or outside the Tool’s intended purpose.
•Any violation of applicable laws, regulations, bylaws, codes or safety standards in connection with your possession or use of the Tool.
7. ASSUMPTION OF RISK BY RENTER
•You acknowledge that the use of Tools (including but not limited to power tools, hand tools, ladders, and pressure washers) carries inherent risks, including the risk of serious personal injury, property damage, or death.
•By using the Platform and renting any Tool, you expressly agree that:
•You are voluntarily choosing to rent and use the Tool, and you understand and accept all associated risks, both known and unknown.
•You have inspected, or have been given a reasonable opportunity to inspect, the Tool prior to use.
•You are solely responsible for determining whether the Tool is suitable and safe for your intended use and environment.
•ToolDrop makes no warranties or representations, express or implied, regarding the condition, safety, fitness for a particular purpose, merchantability, or suitability of any Tool.
•You freely, voluntarily and knowingly assume all risks of injury, loss, or damage arising from or in any way related to your rental, possession, transport, or use of any Tool.
8. SAFE AND LAWFUL USE OBLIGATIONS
•As a condition of using the Platform and renting any Tool, you agree to:
•Use the Tool only:
•For its intended and lawful purpose; and
•In accordance with all manufacturer instructions, safety warnings, and applicable laws, regulations and bylaws.
•Not modify, alter, tamper with, or attempt to repair the Tool except as expressly permitted by the Lister.
•Not lend, transfer, sub-rent, or otherwise permit any third party to use the Tool during your Rental Period without the Lister’s express consent through the Platform. Any unauthorized transfer, sub-rental, or third-party use of a Tool without the Lister’s express consent through the Platform constitutes a material breach of this Agreement and, to the fullest extent permitted by applicable law, voids all releases, limitations of liability, and protections otherwise available to the Renter under this Agreement.
•Store the Tool safely and securely when not in use, including taking reasonable steps to prevent theft, misuse, or damage.
•Return the Tool in the same condition as received, subject only to Normal Wear and Tear as defined in this Agreement.
•Immediately notify the Lister and ToolDrop through the Platform if the Tool is lost, stolen, damaged, malfunctioning, or is or becomes unsafe to use.
9. Personal, Non-Commercial Use Only
•The Platform is intended solely to facilitate the sharing of Tools between individuals for personal, household, and non-commercial purposes within Ontario. Without limiting the generality of the foregoing:
•No Renter may use any Tool rented through the Platform: (i) at or for a commercial job site; (ii) in the course of carrying on a trade, business, or profession; (iii) for any revenue-generating activity; or
•in connection with any work performed by or for any corporation, partnership, or commercial enterprise.
•Any use of a Tool for commercial or job-site purposes constitutes a material breach of this Agreement and immediately and automatically: (i) voids all releases, waivers, and limitations of liability in favour of the Renter; (ii) forfeits any right of the Renter to make any claim against ToolDrop or the Lister; and (iii) renders the Renter solely and fully liable for all consequences of such use, including any injury, death, property damage, or regulatory violation arising therefrom.
•The determination of whether a use is commercial shall be made by ToolDrop in its reasonable discretion, and the Renter bears the burden of demonstrating that their use was personal and non-commercial in nature.
10. Prohibition on Operation by Minors
•No person under the age of eighteen (18) years may operate any Tool rented through the Platform under any circumstances, regardless of whether the Renter or the Lister has consented to such operation. The Renter is solely responsible for ensuring that no minor operates any rented Tool during the Rental Period. Any injury, damage, or loss arising from the operation of a Tool by a minor shall be the sole responsibility of the Renter. This prohibition applies in addition to, and not in substitution for, the account-holder age requirements and unauthorized third-party use provisions elsewhere in this Agreement.
11. Enhanced Risk Tools
•ToolDrop may, from time to time, designate certain Tools or categories of Tools as “Enhanced Risk Tools” in a schedule or policy posted on the Platform. For Enhanced Risk Tools, the Renter may be required, as a condition of confirming a rental, to:
•complete an additional in-app safety acknowledgement specific to that Tool category (including without limitation ladders, pressure washers, power saws, and chainsaws);
•confirm that they have read and understood the manufacturer’s safety instructions for that category of Tool; and
•in respect of Tools requiring a licence, certification, or formal qualification to operate under applicable law, provide proof of such qualification before the rental is confirmed.
•ToolDrop’s designation of a Tool as an Enhanced Risk Tool, or its failure to so designate any particular Tool, does not limit the Renter’s obligations under this Agreement or modify the Renter’s assumption of risk under Section 7.
12. Insurance Recommendation and Disclaimer - No Insurance Provided by
ToolDrop
•You acknowledge and agree that ToolDrop is not an insurer and does not provide, arrange, broker, or guarantee any insurance coverage of any kind for Renters or Listers, including but not limited to coverage for:
•Damage to or loss of any Tool;
•Damage to any other real or personal property; or
•Bodily injury, death, or personal liability arising from the rental, possession, transport, storage, or use of any Tool.
13. Renter’s Responsibility to Confirm Insurance Coverage
•ToolDrop strongly recommends that, before confirming any rental, each Renter carefully reviews and, where appropriate, contacts their own homeowner’s, condominium, tenant’s, or personal liability insurer (as applicable) to determine whether their existing insurance coverage extends to:
•Damage to, or loss of, rented third-party equipment;
•Damage to the property of others arising from the use of rented Tools; and
•Any bodily injury or personal liability arising from the operation or use of rented Tools.
14. Independent Insurance Arrangements
•It is the sole responsibility of each Renter and each Lister to obtain and maintain any insurance coverage they consider appropriate in connection with the listing, rental, possession, transport, storage, or use of any Tool. ToolDrop has no obligation to advise you on the adequacy of your insurance or on any exclusions, conditions, or limitations that may apply under your policies.In particular, Listers are encouraged to contact their homeowner’s, condominium, or personal property insurer to determine whether their existing policy covers the rental of Tools to third parties, and whether such rental activity may be characterized as a commercial or business use that triggers an exclusion under their policy. ToolDrop makes no representation that any standard homeowner’s or tenant’s policy will extend coverage to peer-to-peer tool rental activity.
15. DAMAGE & RETURN POLICY
•The Deposit, where applicable, is held by ToolDrop in escrow as security for the Renter’s obligations to the Lister under this Agreement and the underlying rental transaction. This Damage & Return Policy governs how damage, loss and late returns are handled between Renters, Listers and ToolDrop.
•The amount of any Deposit set for a particular Tool shall not exceed the then-current replacement cost of a new Tool of the same or comparable make and model, based on prevailing retail pricing at the time of booking as reasonably determined by ToolDrop.
16. Normal Wear & Tear (No Charge)
•Normal Wear and Tear means deterioration or minor cosmetic changes to the Tool expected from ordinary, intended use during a single rental. This includes, without limitation:
•Dirt, dust, and minor scuffs from normal use.
•Blade dulling from intended use.
•A battery that holds less charge after ordinary use.
•Minor scratches on the housing from normal use. Policy:
•Normal Wear and Tear does not constitute “damage”.
•The Lister may not claim against the Deposit for Normal Wear and Tear.
•Both Parties are encouraged to agree upon the baseline condition of the Tool at pickup using the in-app photo check-in process.
17. Total Loss (Full Deposit plus any shortfall to fund replacement value)
Total Loss includes, without limitation:
•Tool not returned at all.
•Tool returned completely destroyed or broken beyond reasonable repair.
•Confirmed theft of the Tool. Policy:
•In the event of a Total Loss, the full Deposit may be withheld and released to the Lister.
•In addition, the Renter is liable for the any shortfall in the new replacement value of the Tool, meaning the then-current retail cost of a new Tool of the same or, if that exact model is no longer reasonably available, a comparable make and model, as reasonably determined by ToolDrop.
•ToolDrop may charge the Renter’s payment method on file for the new replacement value of the Tool, less any portion of the Deposit already released to the Lister, with reasonable notice.
•ToolDrop may require documentation of the Tool’s new replacement value (such as receipts for the original purchase or current pricing for an equivalent model) and will retain relevant records in case of legal or insurance proceedings.
18. Late Return, Conversion and Information Sharing
•Late return fees are separate from damage claims. Policy:
•0–2 hours late: Grace period, no late fee.
•2–24 hours late: 50% of the daily rental rate charged automatically.
•24–48 hours late: Full additional daily rental rate charged.
•48–72 hours late: ToolDrop may continue to charge additional daily rental rates and may temporarily hold or extend the Deposit while attempting to contact the Renter using the contact information on file.
19. Presumptive Conversion at 72+ hours with No Contact:
•If a Tool has not been returned within seventy-two (72) hours after the scheduled return time and the Renter has failed to respond to reasonable contact attempts by the Lister or ToolDrop during that period (including at least one electronic message to the email address or mobile number on file), then, as between the Parties and ToolDrop only and without limiting any rights at law, the Tool shall be deemed to have been wrongfully converted or taken by the Renter for the purposes of: i) applying the Total Loss provisions in section 17; and ii) enabling ToolDrop and/or the Lister to treat the matter as a potential theft or conversion for reporting and recovery purposes.
20. Authorization to Share Renter Information for Recovery and Law
Enforcement Purposes:
•In the circumstances described in subsection 19 above (72+ hours, non-return and no contact), or where there is other reasonable evidence of theft, fraud or conversion, the Renter expressly authorizes ToolDrop to disclose to c the relevant law enforcement authorities; and c the Lister who listed the affected Tool, the following Renter information as held and verified by ToolDrop, to the extent reasonably necessary to assist in the location, recovery, and protection of the Tool, and in any related police report, insurance claim or civil proceeding:
•Full name;
•Contact information (email address, telephone number, and last known mailing address);
•Any government-issued identification details that the Renter has provided to ToolDrop for identity verification (such as type of identification and issuing jurisdiction, but not including copies of documents if prohibited by applicable law); and
•Relevant rental transaction details (including booking dates, Tool description, and communications regarding pickup and non-return).
21. Consent to Disclosure at Time of Booking:
•By creating a ToolDrop account and by confirming any rental booking, the Renter:
•consents to the possible collection, use and disclosure of their personal information by ToolDrop for the purposes described in this section, including disclosure to the Lister and to law enforcement in the event of suspected theft, fraud, conversion, or non-return of a Tool;
•acknowledges that such collection, use and disclosure is reasonably necessary for ToolDrop and the Lister to protect their lawful interests in the Tool, to prevent and investigate fraud and theft, to enforce this Agreement, and to pursue civil recovery or criminal complaints where appropriate; and
•agrees that this consent is in addition to, and not in limitation of, any other basis on which ToolDrop may collect, use or disclose personal information in accordance with its privacy policy and applicable privacy laws.
22. Compliance with Privacy Laws:
•ToolDrop will limit any disclosure of personal information under this section to the minimum amount reasonably necessary for the purposes described above and will do so in a manner intended to comply with all applicable privacy laws, including the Personal Information Protection and Electronic Documents Act (Canada) and substantially similar provincial legislation, where applicable. Nothing in this section requires ToolDrop to disclose personal information where it is not permitted by law, or prevents ToolDrop from making a disclosure of personal information where such disclosure is otherwise permitted or required by law (including for law-enforcement, fraud-prevention, or investigation purposes).
23. PHOTO CHECK-IN / CHECK-OUT
•The Parties acknowledge and agree that the in-app photo check-in/check-out process is critical to fair damage and return determinations:
•At pickup/transfer, both Parties must use the Platform to upload clear, timestamped photos documenting the Tool’s condition.
•At return, the Renter must upload clear, timestamped photos documenting the Tool’s condition and return.
•If the Lister fails to upload photos at pickup/transfer, the Lister may not rely on undocumented pre-existing condition as a basis for a damage claim; this protects the Renter from false or unsubstantiated claims.
•If the Renter fails to upload return photos, any dispute regarding post-rental damage may be determined in favour of the Lister based on the available evidence, including the pickup photos.
24. Pre-Rental Condition Acknowledgement
•Before taking physical possession of any Tool, the Renter must, through the Platform, affirmatively confirm that they have had a reasonable opportunity to inspect the Tool and that they accept its condition as documented in the pickup photos. By tapping or clicking the “Accept Tool Condition” or similar confirmation mechanism on the Platform at the time of pickup:
•the Renter acknowledges that they have inspected, or been given a reasonable opportunity to inspect, the Tool and accept its condition at the time of transfer;
•the Renter waives any right to subsequently claim that the Tool was in a materially different condition at pickup than as documented in the pickup photos; and
•this confirmation constitutes a binding acknowledgement and forms part of this Agreement, enforceable against the Renter to the same extent as any other provision hereof.
•If the Renter proceeds to take physical possession of the Tool without completing the in-app condition confirmation, the Renter shall be deemed to have accepted the Tool’s condition as documented in the available pickup photos, and may not subsequently dispute the Tool’s pre-rental condition on the basis that no in-app confirmation was completed.
25. Licence for Operational Photos and Rental Documentation
•By uploading any photo, video, or image to the Platform in connection with the photo check-in, check-out, or any dispute process (“Rental Documentation”), you grant ToolDrop a perpetual, irrevocable, royalty-free licence to store, reproduce, display, and use such Rental Documentation for the purposes of:
•operating and maintaining the Platform and its dispute resolution processes;
•resolving disputes between users in accordance with this Agreement;
•complying with applicable laws, regulatory requirements, and court or arbitration orders; and
•defending or prosecuting any legal or insurance claim arising out of or related to the rental to which the Rental Documentation pertains.
•This licence survives the termination of your account and the expiry of any applicable limitation period for claims arising from the relevant rental.
26. DISPUTE WINDOW AND RESOLUTION
•The Lister must flag any alleged damage or loss through the Platform within 24 hours after the Tool is confirmed returned.
•If no damage is flagged within that 24-hour period, the Deposit (if any) will be automatically released to the Renter.
•For disputes involving less than CAD $100, ToolDrop may decide the matter based on photos and information submitted by the Parties alone.
•For disputes involving CAD $100 or more, ToolDrop may request additional documentation, including professional repair quotes or proof of replacement cost, before releasing any portion of the Deposit.
•Within five (5) to seven (7) business days after ToolDrop has confirmed receipt of all information, photos and documentation it reasonably requires from both Parties to assess the dispute, ToolDrop will use commercially reasonable efforts to review the material and render a written determination allocating the Deposit (and, where applicable, any additional amounts) between the Parties. The Parties acknowledge that this timeframe may be reasonably extended in complex cases or where additional information is required, but that ToolDrop will act diligently and in good faith to resolve disputes as promptly as practicable.
•ToolDrop’s good faith determination of the appropriate allocation of the Deposit between the Parties shall be final and binding between the Parties, without prejudice to any rights they may have in law as between themselves.
•ToolDrop’s good faith determination of the appropriate allocation of the Deposit between the Parties, made in accordance with this section, shall be final and binding as between the Parties with respect to the allocation of the Deposit held by ToolDrop. For greater certainty, ToolDrop’s determination does not constitute a finding of liability, negligence, or fault on the part of any Party, and does not limit or extinguish any rights that a Party may have against the other Party directly at law. Any dispute between the Parties arising out of or related to a rental transaction that is not resolved by ToolDrop’s deposit determination under this section, including any claim for damages beyond the Deposit, shall be resolved exclusively through the dispute resolution process set out in Section 32 of this Agreement, and not by way of direct court proceedings except as permitted under Section 32.
27. SECURITY DEPOSIT, PAYMENT AUTHORIZATION AND ADDITIONAL
CHARGES
•By confirming a rental, the Renter authorizes ToolDrop to:
•Collect and hold the Deposit (if any) as security for obligations under this Agreement; and
•Charge the Renter’s payment method on file for rental fees, late fees, damage amounts, replacement costs and any other amounts properly owing under this Agreement, including amounts exceeding the Deposit, with reasonable notice.
•The Renter remains financially responsible for:
•The full cost of repair where the Tool is damaged but not a Total Loss; and
•Where the Tool is a Total Loss (including where it is broken beyond reasonable repair, destroyed, stolen or otherwise not returned), the new replacement value of the Tool, in each case based on then-current retail pricing for a new Tool of the same or comparable make and model, less any Deposit applied. ToolDrop may charge the Renter’s payment method on file for such amounts, with reasonable notice.
28. RELEASE OF LIABILITY – IN FAVOUR OF TOOLDROP
•To the maximum extent permitted by applicable law, you, the Renter, hereby irrevocably release, waive, and discharge ToolDrop and its owners, founders, operators, directors, officers, employees, contractors, agents, successors and assigns (collectively, the “ToolDrop Released Parties”) from any and all claims, demands, actions, causes of action, damages, losses, costs and liabilities of any kind or nature, whether known or unknown, arising out of or in any way related to:
•Your use of the Platform; Your rental, possession, transport, storage, or use of any Tool;
•Any personal injury, bodily harm or death to you or any third party; Any property damage arising from your use of a Tool;
•Any alleged defect, malfunction, or failure of any Tool;
•Any alleged inaccuracy, misdescription, or omission in any listing;
•Any dispute between you and any other user of the Platform (including any Lister or Renter); and
•Any acts or omissions of any other user of the Platform.
•This release applies regardless of whether the alleged harm arises from ordinary negligence of any ToolDrop Released Party, any defect in the Tool, or any other cause, except where such release is prohibited by applicable law.
•To the extent that any part of this Section 28 is determined by a court or tribunal of competent jurisdiction to be invalid, illegal or unenforceable, then, with respect to any claim or liability that would otherwise have been released or waived under this Section 28, the limitation of ToolDrop’s liability shall instead be as set out in Section 29.
29. LIMITATION OF TOOLDROP’S LIABILITY
•To the maximum extent permitted by applicable law:
•ToolDrop’s total aggregate liability to any Renter or Lister arising out of or in connection with this Agreement, the Platform, or any rental transaction — whether in contract, tort, negligence, or otherwise — shall not exceed the lesser of: (i) the total rental fees actually paid by or to that user in respect of the specific rental transaction giving rise to the claim; or (ii) five hundred Canadian dollars (CAD $500.00).
•In no event shall ToolDrop be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profit, loss of rental income, loss of data, or loss of opportunity, even if ToolDrop has been advised of the possibility of such damages.
•Nothing in this section limits ToolDrop’s liability for fraud, wilful misconduct, or any liability that cannot be excluded or limited under applicable law, including any non-waivable rights under the Consumer Protection Act, 2002 (Ontario).
30. INDEMNITY IN FAVOUR OF TOOLDROP AND LISTERS
•You agree to indemnify, defend and hold harmless the Lister Released Parties and the ToolDrop Released Parties from and against any and all third-party claims, demands, actions, causes of action, damages, losses, fines, penalties, costs and expenses (including reasonable legal fees on a solicitor-and-client basis) arising out of or relating to:
•Your rental, possession, transport, storage, or use of any Tool during your Rental Period;
•Any breach by you of this Agreement or any applicable law;
•Any bodily injury, death, or property damage caused by you or by anyone to whom you provided access to the Tool; or
•Any claim brought by a third party against a Lister Released Party or a ToolDrop Released Party arising out of your acts or omissions in connection with any Tool.
•Without limiting the foregoing, if any third party sues a Lister Released Party or a ToolDrop Released Party because of something you did or failed to do in connection with a Tool, you agree to cover all resulting costs, damages, settlements and legal fees.
31. Indemnity – Unauthorized Third-Party Users
•Without limiting any other provision of this section, the Renter agrees to indemnify, defend and hold harmless the Lister Released Parties and the ToolDrop Released Parties from and against any and all claims, demands, actions, causes of action, damages, losses, fines, penalties, costs and expenses (including reasonable legal fees on a solicitor-and-client basis) asserted by or on behalf of any person who uses a Tool as an unauthorized third-party user, including, without limitation, any bodily injury, death or property damage suffered by such unauthorized user or any other person, where such use occurred without the Lister’s express consent given through the Platform.
32. GOVERNING LAW AND DISPUTE RESOLUTION
•This Agreement is governed by and shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to conflict of law principles.
•Except where prohibited by law, any dispute, claim, or controversy arising out of or in connection with this Agreement, your use of the Platform, or any rental transaction shall first be addressed through good faith negotiations between you and ToolDrop (and, where applicable, the other user).
•Failing resolution through negotiation within a reasonable period, such dispute shall be submitted to binding arbitration in Toronto, Ontario, in accordance with the arbitration rules then in effect of a mutually agreed-upon arbitration body, before resorting to court proceedings, except where applicable consumer protection legislation confers non-waivable rights.
33. No Class Proceedings
•To the fullest extent permitted by applicable law, each user irrevocably waives any right to commence, participate in, or be represented in any class action, class arbitration, consolidated proceeding, or representative action against ToolDrop, any Lister Released Party, or any other user of the Platform. All disputes must be brought and resolved on an individual basis only. Nothing in this section limits any non-waivable right to participate in a class proceeding conferred by applicable consumer protection legislation.
34. SEVERABILITY
•If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed, and the remaining provisions shall continue in full force and effect.
35. FORCE MAJEURE
•None of ToolDrop, any Lister, or any Renter (each, an “Affected Party”) shall be liable for any failure or delay in performing any of their obligations under this Agreement (other than payment obligations) to the extent and for so long as such failure or delay is caused by or results from events or circumstances beyond that Affected Party’s reasonable control, including, without limitation: acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, governmental orders or restrictions, labour disputes, strikes, lockouts, failures or interruptions of utilities or communications, widespread internet or hosting outages, denial-of-service attacks, or failures or interruptions of the Platform or other third-party systems (each, a “Force Majeure Event”).
•In particular, the Parties acknowledge that there may be periods during which the Platform is unavailable or inoperable due to a Force Majeure Event or scheduled or unscheduled maintenance. Where, during a Rental Period, the Platform is unavailable such that a Renter cannot complete an in-app return confirmation, the Parties agree that:
•they will use alternative reasonable means (including direct communication and the photo check-in/check-out process) to coordinate and document the physical return of the Tool; and
•for the purposes of calculating rental charges and determining whether a Tool has been timely returned, ToolDrop may rely on independent evidence of physical hand-off (including photos, messages and time-stamped communications) rather than the precise time of any in-app return confirmation.
•An Affected Party shall promptly notify the other affected Parties of the occurrence of a Force Majeure Event that materially impairs its ability to perform its obligations and shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as reasonably practicable.
•The occurrence of a Force Majeure Event shall not relieve the Renter of any obligation to pay rental fees, damage amounts, replacement costs or other charges properly incurred up to the time the Tool is actually returned or deemed a Total Loss in accordance with this Agreement, but ToolDrop will act reasonably in taking into account any documented impact of a Force Majeure Event on the timing or logistics of the return
36. AMENDMENTS AND POLICY UPDATES
•ToolDrop reserves the right to amend, modify, or update this Agreement and any policies incorporated by reference at any time, subject to the following:
•ToolDrop will provide not less than thirty (30) days’ prior written notice of any material amendment, delivered by email to the address on file for your account, by in-app notification, or by posting the updated Agreement on the Platform with a “last updated” date prominently displayed.
•Your continued use of the Platform after the expiry of the notice period constitutes your acceptance of the amended Agreement. If you do not agree with any amendment, you must cease using the Platform and may close your account before the amendment takes effect.
•The version of this Agreement in effect at the time a rental booking is confirmed governs that rental transaction for its duration, notwithstanding any subsequent amendment.
•ToolDrop may make non-material amendments (including corrections of typographical errors and updates to contact information) without prior notice, effective upon posting.
37. ENTIRE AGREEMENT
•This Agreement, together with the terms and policies incorporated by reference on the Platform at the time of your rental, constitutes the entire agreement between you and ToolDrop regarding the matters addressed herein and supersedes all prior or contemporaneous understandings, proposals, or agreements, whether oral or written, relating to the subject matter.
38. ELECTRONIC ACCEPTANCE AND ACKNOWLEDGEMENT
•By tapping or clicking “Confirm Rental”, “I Agree”, or similar acceptance mechanism on the Platform, you acknowledge and agree that:
•You have read this Agreement in full and understand its terms.
•You agree to be legally bound by this Agreement and the Damage & Return Policy it contains.
•You are voluntarily waiving your right to commence or participate in certain legal actions against the Lister Released Parties and the ToolDrop Released Parties in respect of matters covered by the releases in sections 28 and 30, to the maximum extent allowed by law. If you are using the Platform as a Lister, you further acknowledge that you are bound by the Lister obligations, warranties, releases and indemnities set out in sections 31 and 43 of this Agreement.
•You accept full personal responsibility for your safety, the safety of others, and the safekeeping and return of any Tool you rent.
•Your electronic acceptance constitutes your electronic signature and is legally binding under the Electronic Commerce Act, 2000 (Ontario), and any similar applicable legislation.
39. REVIEW AND RATING SYSTEM
User Obligations and Representations
•The Platform includes a user-generated review and rating system (the “Review System”) that allows Renters and Listers to submit written reviews and star ratings following a completed rental. By submitting any review or rating, you represent, warrant, and agree that:
•your review and rating are based on your genuine, first-hand experience of the rental transaction to which they relate;
•all statements made in your review are truthful, accurate to the best of your knowledge, and do not constitute defamation, harassment, or a false statement of fact regarding any other user or ToolDrop;
•your review does not contain personal information (other than information about conduct in the rental transaction), offensive language, discriminatory content, or content that violates applicable law; and
•you will not submit false, fabricated, incentivized, or retaliatory reviews. Doing so constitutes a material breach of this Agreement and is grounds for immediate account termination.
40. Content Licence
•By submitting any review, rating, photo, or other content through the Platform (“User Content”), you grant ToolDrop a perpetual, irrevocable, royalty-free, worldwide, non-exclusive licence to store, display, reproduce, moderate, translate, and otherwise use that User Content for the purposes of operating the Platform, resolving disputes, marketing ToolDrop’s services, and any legal or regulatory proceedings. This licence survives the termination or expiry of your account.
41. ToolDrop’s Rights and Disclaimers Regarding Reviews
•You acknowledge and agree that:
•ToolDrop is not the author, publisher, or endorser of any user review or rating and is not liable for the accuracy, completeness, fairness, or legality of any review submitted by another user;
•ToolDrop reserves the right, but has no obligation, to review, moderate, edit, decline to publish, or remove any review or rating at any time in its sole discretion. Removal of a review does not constitute a finding by ToolDrop as to its truth or falsity;
•ToolDrop makes no guarantee that all displayed ratings and reviews are authentic or unmanipulated;
•ToolDrop does not guarantee any user a minimum star rating, minimum bookings, or any particular level of visibility. A user’s aggregate rating is a community-generated metric only and does not constitute a formal finding or determination by ToolDrop. ToolDrop is not liable for any lost rental income, lost bookings, or economic loss arising from the display of any rating or review, or from ToolDrop’s decision to remove or retain any review; and
•each user agrees to indemnify, defend, and hold harmless the ToolDrop Released Parties from and against any and all claims, demands, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to any review or rating submitted by that user.
42. ACCOUNT SUSPENSION AND TERMINATION
•ToolDrop reserves the right, in its sole and absolute discretion and without prior notice (except where required by applicable law), to suspend, restrict, or permanently terminate any user’s access to the Platform. Without limiting the generality of the foregoing, ToolDrop may suspend or terminate an account where ToolDrop reasonably determines that the user:
•has breached any provision of this Agreement, including any single material breach or any pattern of minor breaches;
•has engaged in a pattern of conduct inconsistent with ToolDrop’s community standards or the intended use of the Platform as a neighbour-to-neighbour tool-sharing service, including patterns of late returns, damage claims, disputed transactions, false reviews, or negative ratings;
•has provided false, fraudulent, or misleading information to ToolDrop at any time;
•is the subject of a law enforcement inquiry or legal proceeding related to their use of the Platform; or
•poses, in ToolDrop’s reasonable determination, a risk to the safety, property, or interests of other users or ToolDrop.
•Termination of an account does not relieve the user of any outstanding obligations under this Agreement, including any payment obligations, damage liability, or indemnity obligations arising from rentals completed prior to termination. ToolDrop is not liable to any user for any loss of rental income, loss of access to Tools, or other damages arising from a suspension or termination carried out in good faith under this section.
43. Application of this Section
•This section applies to you in your capacity as a Lister when you create a listing or otherwise offer a Tool for rent on the Platform. It is in addition to, and does not limit, any other obligations you may have under this Agreement or under applicable law.
•You represent and warrant that each Tool you list on the Platform:
•Is, at the time of listing and at the time of each hand-off to a Renter, in safe, good working order and fit for its ordinary intended purpose;
•Has been properly maintained, inspected and serviced in accordance with the manufacturer’s instructions and any applicable laws, regulations or standards; and
•Is free from any known condition that would make its use unreasonably dangerous for a typical, reasonably careful user.
•You agree to remove or pause a listing, and not to hand over the Tool to any Renter, if at any time you become aware that the Tool is unsafe, in disrepair, malfunctioning, or otherwise not in good working order.
44. Listing Content – Accuracy and Photos
•You are solely responsible for all content in your listings, including descriptions, specifications, pricing, availability, and photos or videos (the “Listing Content”).
•You agree that your Listing Content will at all times be:
•accurate, complete, and not misleading;
•updated promptly if the condition, features or accessories of the Tool change; and
•supported by clear and reasonably current photos that fairly depict the Tool and any material wear, damage, or missing components.
•You acknowledge and agree that ToolDrop is entitled to rely on your Listing Content and that ToolDrop does not independently verify, inspect, test, or certify any Tool.
45. Prohibited Tools – Recalls, Bans, Certification-Only
•You agree that you will not list and will immediately remove or pause any listing for any Tool that is:
•Subject to a manufacturer’s recall or safety notice that has not been fully remedied;
•Banned, prohibited, or restricted from consumer use or rental under any applicable law, regulation or order in the jurisdiction where the Tool is located or used; or
•A Tool that requires a licence, ticket, trade qualification or other formal certification to operate under applicable law, unless:
•the Platform expressly supports such certified-operator tools; and
•the rental is limited to Renters who have provided appropriate proof of such certification, in compliance with ToolDrop’s then-current policies.
•You agree to monitor for, and comply with, any safety recalls or bans affecting Tools that you have listed, and to act promptly to suspend or remove affected listings.
46. Latent Defects and Lister Responsibility
•As between you and ToolDrop, you acknowledge and agree that you are primarily responsible for the condition and safety of your Tools.
•Without limiting any other provision of this Agreement, you expressly agree that you will be responsible, as between you and ToolDrop, for any bodily injury, death, or property damage caused by a defect in a Tool where:
•You knew; or
•Ought reasonably to have known, of the defect, hazard or unsafe condition (including any latent defect that would have been discovered on reasonable inspection or maintenance), and you failed to repair, remove from service, or adequately warn potential Renters of that defect or condition.
•You acknowledge that nothing in this Agreement limits any non-waivable statutory rights or remedies that a Renter or any third party may have against you under applicable consumer protection, negligence or product liability laws.
47. Release and Indemnity in Favour of ToolDrop – Listing-Related
Matters
•To the maximum extent permitted by law, you hereby release, waive and discharge ToolDrop and the ToolDrop Released Parties from any and all claims, demands, actions, damages, losses, costs and liabilities you may have arising out of or in any way related to:
•Any alleged inaccuracy, omission, or misdescription in your Listing Content;
•Any dispute between you and any Renter (or prospective Renter) concerning the condition, suitability, safety, or performance of a Tool;
•Any claim that you were misled by any information on the Platform about your own listing; or
•Any enforcement or non-enforcement by ToolDrop of its policies regarding listings, content, or safety.
•You agree to indemnify, defend and hold harmless the ToolDrop Released Parties from and against any and all third-party claims, demands, actions, damages, losses, fines, penalties, costs and expenses (including reasonable legal fees on a solicitor-and-client basis) arising out of or relating to:
•Your Listing Content (including any false, incomplete, or misleading descriptions or photos);
•Your failure to comply with sections 44.2, 44.3 or 44.4; or
•Any bodily injury, death, or property damage caused, or alleged to have been caused, in whole or in part by a defect in a Tool that you knew or ought reasonably to have known about.
48. Photo Check-In / Check-Out – Lister Obligations
•You agree to comply with, and be bound by, the photo check-in/check-out requirements set out in section 23 of this Agreement, including without limitation:
•Uploading clear, timestamped photos of the Tool at pickup/transfer that fairly depict its condition at that time; and
•Reviewing the Renter’s return photos and raising any alleged damage or loss within the dispute window set out in section 26.
•You acknowledge that your failure to comply with the photo check-in/check-out process may affect your ability to recover against a Deposit or otherwise prove a damage claim under the Damage & Return Policy.
49. Dispute Resolution Framework – Lister Agreement
•You agree that any disputes between you and a Renter regarding damage, loss, late fees, or return issues will in the first instance be handled in accordance with:
•The Damage & Return Policy in section 15;
•The Dispute Window and Resolution process in section 26; and
•The Governing Law and Dispute Resolution provisions in section
•You agree to cooperate in good faith with ToolDrop’s requests for information, documents, and evidence (including quotes, invoices and photos) in connection with any dispute or allocation of a Deposit.
•You agree that ToolDrop’s good faith determination, made in accordance with sections 15 and 23, regarding allocation of any Deposit between you and a Renter will be final and binding as between you and ToolDrop, without prejudice to any separate rights you may have directly against the Renter at law.
50. Lister’s Electronic Acceptance and Continuing Obligations
•By tapping or clicking “List Tool”, “Create Listing”, or any similar mechanism on the Platform, you acknowledge and agree that:
•You have read and understood this Lister Acknowledgement, Warranty & Release;
•You are legally capable of entering into this Agreement in your capacity as Lister;
•You agree to be bound by this section 43 in addition to all other applicable terms of this Agreement; and
•You are making the warranties and giving the releases and indemnities set out above in favour of the ToolDrop Released Parties.
•You agree that your obligations and warranties as a Lister continue for so long as:
•Any of your listings remain active on the Platform; or
•Any claims, disputes or proceedings relating to a past rental of one of your Tools may reasonably arise or remain outstanding.