Terms of Service

Last updated: May 27, 2026 · Effective date: May 27, 2026

These Terms of Service ("Terms") are a binding contract between you and Ridge Link LLC, an Arkansas limited liability company doing business as idle iron ("idle iron," "we," "us," or "our"). They govern your access to and use of the idle iron website at idle-iron.com, any subdomains, related mobile experiences, application programming interfaces, and any features we may add (collectively, the "Service" or the "Platform").

By creating an account, signing in, listing equipment, requesting a booking, sending a message through the Service, or otherwise accessing or using the Service in any way, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms in full, you must not use the Service.

1. Acceptance, scope, and modifications

You accept these Terms by doing any of the following: (a) clicking a "sign up," "accept," "agree," or similar button or checkbox where these Terms are referenced; (b) creating an idle iron account; (c) listing equipment on the Platform; (d) requesting or accepting a booking; or (e) accessing or browsing the Service in any way after the effective date listed above. Each of these acts constitutes your assent to the most recent version of these Terms then posted at idle-iron.com/terms.

If you are accessing or using the Service on behalf of a business, partnership, sole proprietorship, government entity, or other organization, you represent and warrant that you are authorized to bind that organization to these Terms, and "you" in these Terms means both you individually and that organization. You agree that you are personally responsible for actions taken under your account.

We may modify these Terms at any time. For material modifications, we will provide at least 30 days' advance notice by email to the address on your account, by in-app notice, or by posting a banner on the Service. For non-material modifications (typos, clarifications, vendor name changes, mailing-address updates), the modified Terms take effect when posted. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service before the effective date.

2. What idle iron is, and is not

2.1 idle iron is a venue, not a transaction party

The Service is an online venue that enables individuals and businesses ("Owners") who own heavy equipment, light equipment, attachments, trailers, and related machinery to publish listings of that equipment for rental, and enables individuals and businesses ("Renters") to discover those listings, request bookings, communicate with Owners, and arrange rentals. idle iron is the venue only. Every rental transaction conducted through the Service is a direct contract between an Owner and a Renter. idle iron is not a party to any rental agreement, is not a co-renter, is not an agent of any Owner or Renter for purposes of the rental transaction (except as a limited payment collection agent as described in Section 15), is not a guarantor, and is not a co-signer.

2.2 What idle iron does

idle iron provides the following and only the following:

• A web-based platform for Owners to publish listings of equipment
• A search and discovery interface for Renters to find listings
• A booking-request workflow that allows a Renter to propose dates and an Owner to accept or decline
• A messaging interface for Owners and Renters to communicate about a booking
• A digital rental-agreement template that Owners may use as-is, modify, or replace with their own
• A limited payment collection mechanism (Section 15) through which money flows from Renter to Owner
• A damage-claim filing interface (Section 23) that allows the parties to record and exchange claim information; the platform does not adjudicate

2.3 What idle iron does not do

idle iron does not do any of the following, and you must not assume or represent to anyone that we do:

• We do not own any of the equipment listed on the Platform.
• We do not possess, store, transport, deliver, fuel, service, or repair any equipment.
• We do not inspect any equipment for safety, fitness, mechanical condition, emissions compliance, or any other purpose.
• We do not verify that an Owner actually owns the equipment they list.
• We do not verify the make, model, year, hours, condition, accuracy, or completeness of any listing.
• We do not perform background checks on Renters or Owners (an identity-verification step through a third-party provider may be available; that step verifies identity only, not skill, qualification, criminal history, or trustworthiness).
• We do not certify or qualify operators. We do not verify that a Renter or any individual operating the equipment has the training, experience, license, endorsement, or certification needed to operate it lawfully or safely.
• We do not provide insurance. We do not underwrite insurance. We do not broker insurance. We do not issue certificates of insurance. We are not a licensed insurance producer in any state.
• We are not a transportation broker, motor carrier, freight forwarder, or commercial driver. We do not arrange or guarantee transport of any equipment.
• We do not collect or remit sales tax on rentals (Section 17).
• We do not adjudicate, mediate, arbitrate, or resolve disputes between Owners and Renters. We may, at our sole discretion, freeze payouts pending the parties' independent resolution; that is not adjudication.
• We do not provide legal, tax, insurance, engineering, or operating advice. Nothing on the Platform is a substitute for professional advice.
• We do not guarantee that any equipment listed will be available, suitable for any purpose, or in any particular condition at any particular time.
• We do not guarantee that any Owner or Renter will perform under any rental agreement.

2.4 No agency, partnership, or employment

Nothing in these Terms or in any feature of the Service creates a partnership, joint venture, franchise, employment, or agency relationship between idle iron and any Owner or Renter, or between any Owner and any Renter, except for the narrow limited payment collection agency described in Section 15. Owners and Renters are independent of idle iron and of each other. Owners are not employees, agents, or contractors of idle iron. Renters are not customers of idle iron in the sense that we have any obligation to provide equipment; they are customers of the Owners they book with.

2.5 The venue rule applies to all features

The venue principle stated in this Section 2 is fundamental to your use of the Service and applies to every feature now available or added in the future. If we add a feature that appears to involve idle iron more directly (an in-platform messaging feature with automated suggested replies, a calendar sync tool, an identity-verification step, a damage-claim filing form), that feature is provided as part of the venue and does not convert idle iron into a party to any rental transaction.

3. Definitions

Account

A user account on the Service, created by signing up with an email address and password or by using a supported third-party identity provider.

Booking

A confirmed or pending agreement between an Owner and a Renter, created through the Service, under which the Owner agrees to rent specified Equipment to the Renter for specified dates at specified rates.

Booking Request

A proposal by a Renter, submitted through the Service, to rent Equipment from an Owner. Until the Owner accepts the Booking Request and both parties have signed the Rental Agreement, no contract for rental exists between them.

Content

All text, photos, videos, audio, files, messages, listings, descriptions, ratings, reviews, comments, signatures, and other materials submitted, uploaded, or transmitted by you through the Service.

Equipment

Any heavy equipment, light equipment, attachment, trailer, generator, lift, compressor, pump, or other machinery listed on the Service. Specifically excludes items prohibited under Section 9.

Owner

A user who creates listings of Equipment on the Service, whether as an individual, a sole proprietor, a partnership, a limited liability company, a corporation, or any other entity.

Platform / Service

The idle iron website at idle-iron.com, related subdomains, mobile experiences, application programming interfaces, and features we may publish from time to time.

Rental Agreement

The written rental contract between an Owner and a Renter governing a specific Booking. The current default template is published at idle-iron.com/rental-agreement and provided as a convenience; Owners may modify or substitute their own agreement, subject to Section 13.

Renter

A user who searches for, requests, or completes Bookings of Equipment from an Owner.

Service Fee

The 10% fee idle iron charges on each completed Booking, calculated as described in Section 14.

You

The individual accepting these Terms, and if applicable the organization on whose behalf you are accepting them.

4. Eligibility

To use the Service, you must:

• Be at least 18 years of age and the age of majority in your state of residence;
• Have the legal capacity to enter into a binding contract under the law of your state of residence;
• Not be a person with whom we are prohibited from doing business under United States law, including persons on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC) Specially Designated Nationals list, the U.S. Department of Commerce Denied Persons List, or any equivalent restricted-party list maintained by the U.S. government;
• Not be located in any country, territory, or region subject to comprehensive U.S. sanctions;
• Not have been previously suspended or removed from the Service;
• Use the Service only in the United States. We do not offer the Service for use outside the United States. Equipment listings are limited to Equipment physically located in the United States.

If you are a business, partnership, LLC, corporation, or other entity, you must be lawfully formed and in good standing in your state of formation, and you must have the authority to enter into rental contracts in any state where you list or rent Equipment.

5. Account registration and accuracy of information

To use most features of the Service, you must create an Account. When you create an Account, when you list Equipment, when you request or accept a Booking, and when you complete a damage claim or any other form on the Service, you agree that all information you submit is true, accurate, current, and complete. You agree to promptly update your Account and listing information as it changes so that it remains true, accurate, current, and complete at all times.

You may maintain only one Account. Creating multiple accounts to circumvent fee structures, evade suspensions, post duplicate listings under different identities, or for any other reason is prohibited and a basis for termination. If you operate a rental business, your business may have one Account; individuals associated with that business may have their own Accounts in their individual capacities, but they must not use the individual Accounts as fronts for the business.

We may, at our sole discretion, request additional information at any time to verify the accuracy of statements you have made on the Service, including (a) a government-issued identification document, (b) proof of business registration, (c) proof of equipment ownership or right to rent the Equipment, (d) proof of insurance, (e) proof of operator qualification or licensing. Failure to provide reasonably-requested information may result in suspension or termination of your Account.

6. Account security and credentials

You are responsible for safeguarding the credentials used to access your Account, including your password, any session tokens, any two-factor codes, and any device that has a saved session. You agree:

• Not to share your password with any other person, including employees, family members, or contractors. Each individual user must create their own Account.
• To use a password that is unique to idle iron and not reused on any other service.
• To enable any additional security features we offer (two-factor authentication, sign-in alerts, session review) as they become available.
• To notify us immediately at info@idle-iron.com if you suspect that any unauthorized person has accessed or attempted to access your Account.

You are responsible for all activity that occurs under your Account, including all listings posted, Bookings requested or accepted, messages sent, agreements signed, claims filed, and any direct or indirect consequences of that activity, whether or not authorized by you. We are not liable for any loss or damage arising from your failure to secure your Account.

7. Identity verification

We may, at our discretion, require Owners or Renters to complete an identity-verification step before listing Equipment, before booking Equipment above a certain rental value, or before continuing to use the Service. Verification is performed by a third-party identity-verification provider and may involve uploading a government-issued identification document, taking a live selfie, providing date of birth, providing Social Security Number or other tax identifier, and consenting to a check of public and commercial records.

Completion of identity verification only confirms that the person matching the documents submitted is the person operating the Account. It does not constitute an endorsement, certification, qualification check, criminal background check, credit check, or guarantee of any kind. A verified user can still be a bad actor. A user without verification can be a good actor. The badge or label indicating verification on the Service refers only to identity verification and nothing more.

8. Owner representations, warranties, and obligations

If you list Equipment as an Owner, you represent, warrant, and agree to all of the following:

8.1 Ownership and right to rent

• You either (a) own the Equipment you list outright, free of any lien or security interest that would prohibit rental, or (b) have express written authorization from the legal owner to rent the Equipment out through the Service.
• If the Equipment is subject to a lender's lien (a loan secured by the equipment, an equipment-finance contract), you have read the financing documents and your rental of the Equipment through the Service is permitted under those documents, or you have obtained the lender's consent.
• If the Equipment is leased (not owned), your lease permits subleasing or rental, or you have obtained the lessor's written consent.
• The Equipment is not stolen, the subject of a pending insurance fraud claim, the subject of a recall affecting safety, or otherwise compromised in title.

8.2 Accurate listing

• All information in your listing (make, model, year, hours, weight, condition, attachments, ZIP code, photos, rates, delivery options, deposit amounts) is accurate and current.
• The photos in your listing depict the actual Equipment available for rent and are not more than 12 months old.
• The Equipment is in safe, working order, suitable for normal use, and properly maintained. If a fault is known, you disclose it in writing in the listing or in messages before the Renter signs the Rental Agreement.
• The Equipment is not knowingly defective in any way that could cause injury or property damage if used normally.

8.3 Insurance and licensing

• You maintain commercial general liability and equipment insurance as required by the law of your state, by your lender or lessor, and by prudent commercial practice for renting out Equipment.
• You hold all licenses, permits, and registrations required by federal, state, and local law to rent the Equipment in the states where you rent it (including any state-specific equipment-rental license, contractor license, or business license).
• You will collect and remit any sales, use, rental, or excise taxes you are required by law to collect on rentals you complete through the Service. idle iron does not collect or remit those taxes for you (Section 17).

8.4 Compliance and disclosure

• You will comply with all applicable laws and regulations in operating your rental business, including those concerning equipment safety, hazardous-materials handling, fuel storage, emissions, transportation, employment of operators (if you employ any), and labor.
• If the Equipment requires any specific operator license, certification, or qualification under federal or state law (a CDL for transport, a crane operator certification, a hoisting license, an electrical license, a contractor's license, an explosives license), you will state that requirement in the listing and in the Rental Agreement.
• You will deliver the Equipment to the Renter in the condition advertised, on the dates and at the location agreed.
• You will respond to Renter inquiries and Booking Requests in a timely manner.

8.5 The agreement is between you and the Renter

You agree that any rental contract is solely between you and the Renter. idle iron is not a party to it and does not guarantee that the Renter will perform, will return the Equipment, will pay any owed amounts not collected through the Service, or will use the Equipment lawfully or safely.

9. Prohibited equipment and listing categories

You may not list any of the following on the Service:

• Firearms, ammunition, explosives, or anything that could be used as a weapon;
• Equipment that is stolen, encumbered in a way that prohibits rental, or known to have a defect that creates an unreasonable risk of injury;
• Equipment that the law of your state prohibits from peer-to-peer rental;
• Vehicles requiring registration for on-road use, except trailers used to transport listed Equipment (we are not a peer-to-peer car-sharing service);
• Aircraft, drones above hobbyist class, watercraft above hobbyist class, and any equipment regulated as common-carrier transportation;
• Medical, dental, or laboratory equipment subject to FDA registration or licensing;
• Equipment containing radioactive, biohazardous, or other hazardous materials beyond ordinary lubricants and fuel;
• Equipment owned by a third party who has not authorized the listing;
• Equipment located outside the United States;
• Any item that violates any federal, state, or local law or regulation, or the terms or conditions of any insurance or financing applicable to it.

We may, without notice, remove any listing that we believe in our reasonable judgment violates this Section 9 or any other provision of these Terms.

10. Renter representations, warranties, and obligations

If you book or use Equipment as a Renter, you represent, warrant, and agree to all of the following:

10.1 Legal capacity and use

• You are at least 18 years old and capable of entering into a binding contract.
• You will use the Equipment only for the purposes the Owner has stated the Equipment may be used for, only in conformity with the operator's manual and the manufacturer's instructions, and only within the operating conditions for which the Equipment is designed.
• You will not exceed the Equipment's stated capacity, ratings, or operating limits.
• You will not modify, alter, or attach unapproved accessories to the Equipment.
• You will comply with all federal, state, and local laws, rules, and regulations applicable to your use of the Equipment, including occupational-safety laws (OSHA and state equivalents), environmental laws (fuel storage, hazardous waste, stormwater), motor-vehicle laws (if the Equipment is on a public road), and any local ordinances at the work site.

10.2 Operator qualification

• You will not operate, and will not allow any person to operate, the Equipment unless that person is fully qualified to operate it under all applicable laws, regulations, manufacturer requirements, and reasonable industry practice.
• If the Equipment requires a license, certification, or other credential to operate lawfully (a state-issued hoisting or crane operator's license, an OSHA-required certification, a state-issued contractor's license for certain trades, a federal explosives license, a CDL for transport), you will ensure that the operator holds the current required credential.
• You acknowledge that the law and reasonable industry practice require that the operator of the Equipment be trained in its safe operation, the location and use of safety devices, fueling and lockout procedures, and proper rigging or attachment use.

10.3 Site safety and underground utilities

• You are solely responsible for the safety of the work site where the Equipment is used, including conducting any required job-hazard analysis, posting required signage, controlling vehicle and pedestrian traffic, and ensuring that operators wear required personal protective equipment.
• Before any excavation, ground penetration, or trenching, you will call 811 (or your state's "Call Before You Dig" service) at least 48 hours in advance to locate underground utilities, and you will not begin work until utility locates are complete and current.
• You will not operate the Equipment near energized electrical conductors, in confined spaces, in trenches, or in any other hazardous condition without the protective measures the law and reasonable industry practice require.

10.4 No transfer of possession

• You will not sublet, sublease, lend, transfer, or relinquish possession of the Equipment to anyone other than yourself, your direct employees, or qualified operators you directly supervise.
• You will not use the Equipment to perform work outside the scope or jurisdiction stated in the Rental Agreement, including transporting the Equipment across state lines without the Owner's written permission.

10.5 Return condition

• You will return the Equipment at the date, time, and location set out in the Rental Agreement.
• You will return the Equipment in the same condition you received it, less ordinary wear and tear consistent with the use the Owner authorized. Cleaning, refueling, and minor consumables are addressed in the Rental Agreement; you are responsible for them as that agreement specifies.
• If the Equipment is lost, stolen, destroyed, or substantially damaged during your rental period, you will notify the Owner immediately and in any event within 24 hours of the event giving rise to the loss, and you will cooperate with the Owner and any law-enforcement authority as needed.

10.6 Acknowledgement of risk

You acknowledge that operating heavy equipment, light equipment, lifts, generators, attachments, trailers, and similar machinery is inherently dangerous and can result in death, dismemberment, paralysis, traumatic brain injury, burns, electrocution, asphyxiation, crush injuries, lacerations, hearing loss, vision loss, chemical exposure, and other serious bodily injury, as well as damage to your property, the Owner's property, third-party property, and the environment. You accept all such risks as your own. You release idle iron from any claim arising from those risks, to the maximum extent permitted by law.

11. Operator qualification, OSHA, and special-class licenses

You acknowledge that federal and state law impose specific operator-qualification requirements on the use of many types of Equipment. These include, but are not limited to:

• OSHA standard 29 CFR 1910.178 (powered industrial trucks): operators must be trained and certified;
• OSHA standard 29 CFR 1926.1427 (cranes and derricks): operators must be qualified or certified;
• OSHA standard 29 CFR 1926.453 (aerial lifts): operators must be trained;
• State-issued hoisting licenses, electrician licenses, plumbing licenses, gas-fitter licenses, and similar credentials required for the use of certain Equipment in certain trades;
• State CDL requirements for the transport of Equipment above certain gross weights, and any required hazmat or air-brake endorsements;
• Federal explosives licenses (ATF) for any Equipment that uses explosive charges, including powder-actuated tools above hobbyist class;
• State and local contractor-licensing requirements that may apply to the work for which the Equipment is being used.

You are responsible for confirming, before any operator uses the Equipment, that the operator meets every requirement of every applicable law, regulation, manufacturer guideline, and reasonable industry standard. You will not rely on idle iron, on the Owner, or on the Equipment listing to determine those requirements. idle iron does not verify operator qualifications and does not, by allowing a Booking to be placed, certify that any Renter or operator is qualified.

12. Booking workflow and the role of acceptance

The booking workflow on the Service is as follows:

1. A Renter selects an active listing and submits a Booking Request specifying the proposed dates, the equipment, and any messages to the Owner.
2. The Service notifies the Owner. The Owner may accept the Booking Request, decline it, or counter-propose dates or terms.
3. If the Owner accepts, both parties review and electronically sign the Rental Agreement (the default template or the Owner's substituted agreement).
4. Once both parties have signed the Rental Agreement, a rental contract is formed between them. The Booking status changes to "confirmed."
5. The Booking proceeds through the dates specified, with status updating to "in progress" on the start date and "completed" after return and any post-rental inspection window.

Until both parties have signed the Rental Agreement, no rental contract exists. A Booking Request alone is a non-binding proposal. Either party may withdraw from the workflow before signing without owing the other any rental fee, subject only to the cancellation rules in Section 18 if they apply.

13. The Rental Agreement

idle iron publishes a default Rental Agreement template at idle-iron.com/rental-agreement and snapshots that template into each Booking record at the time the parties sign. Owners may use the default template, modify it, or substitute their own agreement, provided that the substituted agreement:

• Is provided to the Renter in writing and reviewed before signing;
• Does not purport to bind idle iron as a party;
• Does not contradict Section 2.3 of these Terms (the list of things idle iron does not do);
• Does not require the Renter to agree to terms unlawful under the law of the state where the Equipment is rented.

The Rental Agreement is a contract between the Owner and the Renter only. idle iron does not enforce that contract, is not bound by it, and does not assume any obligation under it. If a dispute arises out of the Rental Agreement, the parties shall resolve it directly. Section 24 describes how the Service handles such disputes from the Platform's perspective.

14. Fees and the service-fee structure

The Service charges the following fees:

• Service Fee: 10% of the Booking subtotal (rate times number of days, plus any owner-set delivery fee), charged to the Renter and added to the total at checkout. The Service Fee is the consideration the Renter pays idle iron for use of the Service. It is non-refundable except as specifically provided in these Terms or in our published Cancellation Policy as published at /rental-terms.
• Optional upgrades: We may offer optional features such as a featured-listing placement, a verified-owner badge, or other premium-listing features. The fee for any such feature will be disclosed to the Owner before the Owner subscribes or purchases it.
• Payment-processing pass-through: Any fee charged by the payment processor (for chargebacks, currency conversion, or other non-routine transactions) may be passed through to the party responsible for the underlying transaction.

All fees are in U.S. dollars and do not include any sales, use, rental, or excise tax that may apply to the underlying rental, the collection of which is the Owner's responsibility under Section 17.

We may change the Service Fee or any other fee on 30 days' advance notice via email or in-app notice. Any change applies only to Bookings created after the effective date of the change; in-progress Bookings continue under the fee schedule that was in effect when they were created.

15. Limited payment collection agent

When billing is enabled and a Renter pays the rental amount to idle iron through the Service, idle iron acts as the Owner's limited payment collection agent, solely for the purpose of receiving the payment from the Renter on the Owner's behalf and forwarding the net amount (after deduction of the Service Fee and any applicable pass-through processing fees) to the Owner. By using the Service, you agree to the following:

• Receipt by idle iron equals receipt by the Owner. A payment from the Renter to idle iron through the Service satisfies the Renter's payment obligation to the Owner under the Rental Agreement, regardless of whether idle iron has yet forwarded the funds to the Owner.
• Funds are the Owner's property. The funds collected from the Renter become the Owner's property at the moment they are received by idle iron's payment processor, subject only to idle iron's right to deduct the Service Fee and any applicable chargeback or processing pass-through.
• Chargeback risk. If a Renter initiates a chargeback or otherwise reverses a payment after the Service has forwarded funds to the Owner, the Owner is responsible for the reversed amount and any associated fees. idle iron may deduct the reversed amount from future payouts, may invoice the Owner directly for the reversed amount, or both.
• Identification of agency. This is a limited agency for payment collection only. idle iron is not the Owner's general agent for any other purpose, has no authority to bind the Owner outside this narrow function, and does not represent the Owner in negotiations, disputes, or other matters.

16. Payouts to Owners

idle iron pays Owners the net amount of each completed Booking (rental subtotal plus owner-set delivery fee, less the 10% Service Fee and less any chargeback or processing pass-through that applies). Payouts are made through the connected payment processor to the bank account the Owner has linked in their idle iron Account.

Payouts are subject to:

• Booking completion. A Booking is considered "complete" after the Equipment is returned and the post-rental damage-claim window described in Section 23 has passed, or earlier if the parties confirm completion.
• Verification requirements. The Owner must complete the payout-account setup, identity verification, and tax-information forms (Section 17) before any payout is released.
• Holds during a damage claim or dispute. If the Renter files a dispute or the Owner files a damage claim, idle iron may delay payout of the affected amount until the dispute is resolved by the parties (idle iron does not adjudicate; see Section 24).
• Processor timing. Standard transfer times of the payment processor apply, typically two to seven business days after release.
• Negative balances. If an Owner's account holds a negative balance (a reversed payment, a chargeback, an owed Service Fee on a refund, an owed indemnification), idle iron may net the negative balance against future payouts or invoice the Owner directly.

17. Taxes

17.1 Sales, use, rental, and excise taxes

State and local tax law governing the rental of heavy equipment varies by jurisdiction and is the responsibility of the Owner to determine and comply with. idle iron does not collect, remit, or otherwise administer sales tax, use tax, rental tax, gross-receipts tax, or excise tax on rentals completed through the Service. The Owner is solely responsible for:

• Determining whether any tax applies to a given rental;
• Registering with the appropriate state and local tax authorities;
• Collecting the appropriate amount of tax from the Renter (which the Owner may add to the rental amount or otherwise structure as that Owner sees fit);
• Remitting the tax to the appropriate authority on the appropriate schedule;
• Maintaining records as the law requires.

Renters are responsible for any use tax owed in their state on rentals where the Owner has not collected sales tax. idle iron does not take responsibility for any party's tax compliance.

17.2 Income tax and 1099-K

Rental income an Owner receives through the Service is reportable income for federal and state income tax purposes. The Owner is responsible for reporting it. idle iron and the payment processor may be required by federal law to issue an IRS Form 1099-K to Owners whose payment volume crosses the reporting threshold for the calendar year. To enable that reporting, the Owner agrees to provide a current taxpayer identification number (a Social Security Number for individuals; an Employer Identification Number for entities) and a completed Form W-9 on request.

17.3 No tax advice

Nothing on the Service is tax advice. The taxation of equipment rentals is genuinely complicated and varies by state, by the equipment type, by the use case, and by the parties' business structures. Consult a licensed tax professional in your state.

18. Cancellations, modifications, and no-shows

Before signing the Rental Agreement, either party may cancel a pending Booking Request at any time at no cost. No fee is charged by idle iron and no payment is owed to the other party.

After both parties have signed the Rental Agreement, cancellation terms come from the Rental Agreement itself. The default Rental Agreement template provides:

• Cancellations by the Renter more than 72 hours before the rental start time: full refund of any amount collected, less the non-refundable Service Fee.
• Cancellations by the Renter within 72 hours of start time: the Renter forfeits the first day's rental rate, plus the Service Fee, plus any documented owner expense for trailer prep or delivery if the Owner has already made it.
• Cancellations by the Owner after acceptance: the Owner refunds any amount collected and, if the cancellation is in bad faith or recurrent, may have the Account suspended.
• No-show by the Renter: the Owner may mark the Booking as a no-show and charge the card on file for the rental subtotal; the Renter has a 72-hour window to dispute via the Service.

Owners who substitute their own agreement may set different terms, provided those terms are disclosed before signing.

19. Pickup, delivery, transportation, and DOT requirements

Unless the listing or the Rental Agreement states otherwise, all rentals are pickup-only. The Renter is responsible for transporting the Equipment from the Owner's pickup point to the work site and back. Owners may offer delivery within a stated radius at a stated delivery fee; if so, the delivery option will be visible on the listing and selectable by the Renter at booking.

Whoever is transporting the Equipment (the Renter, the Owner, or a third party arranged by either) is responsible for:

• Complying with all federal Department of Transportation (DOT) regulations and the equivalent state regulations, including those governing commercial driver's licenses (CDL), medical certifications, hours-of-service, vehicle weight and dimensions, securement of loads under 49 CFR 393.100 (cargo securement), brake compliance, lighting, and reflective devices;
• Confirming that the towing vehicle has adequate towing capacity for the Equipment plus any trailer used;
• Confirming that the trailer used is rated for the Equipment's weight, has functional brakes and lights, and is registered if required;
• Properly securing the Equipment to the trailer (chains, binders, tie-downs) per manufacturer guidance and the regulations cited above;
• Obtaining any state or local oversize/overweight permits required for the load;
• Maintaining any insurance required for commercial transport of the load.

idle iron is not a transportation broker, a motor carrier, or a freight forwarder, and does not arrange or guarantee transportation. The Service may display estimated weights and dimensions for planning purposes; those are estimates only and the Renter or transporter is responsible for verifying actual values.

Damage during transport. When the Renter transports the Equipment, the Renter is responsible for any damage that occurs in transit, including loading, securing, and unloading. When the Owner delivers, the Owner is responsible until handoff. The Rental Agreement defines when handoff occurs.

20. Inspection and photo documentation

At handoff (pickup or delivery to the Renter), the parties should jointly walk around the Equipment, note its condition, and capture photographs of any pre-existing damage. The Service may provide a mobile photo-documentation feature for this purpose. At return, the parties should repeat the walk-around and capture photographs showing the Equipment's condition.

The Service strongly recommends photo documentation. In the event of a damage claim, photographs taken at handoff and at return are the primary evidence of the Equipment's pre- and post-rental condition. The absence of photographs does not bar a damage claim, but it materially weakens it.

21. Insurance

idle iron is not an insurance company, is not an insurance producer (broker or agent), and is not licensed to sell insurance in any state. idle iron does not provide insurance coverage of any kind for any Equipment, for any rental, for any use of the Equipment, for any injury, for any property damage, for any business loss, or for any other purpose.

Owners and Renters are each responsible for maintaining whatever insurance is appropriate to their participation in the rental, including but not limited to:

• Owners: commercial inland marine or equipment insurance covering the Equipment while rented out; commercial general liability insurance for premises liability at the pickup point; business-auto coverage for delivery; and any coverage required by a lender, lessor, or state law.
• Renters: general liability for the work being performed; equipment-rental coverage (typically available from the Renter's commercial insurance carrier or as a stand-alone rental floater); workers'-compensation coverage for any employees operating the Equipment as required by state law; auto liability and physical-damage coverage for any vehicle used to transport the Equipment.

The Service may, from time to time, display a referral link to a third-party insurance provider (such as Insureon) where a Renter can obtain insurance for a rental. Any such referral is purely a convenience. The insurance policy, if purchased, is a contract between the Renter and the insurance carrier. idle iron is not a party to it. Any referral fee idle iron may receive from such a provider is disclosed in our Privacy Policy and does not change the nature of the referral.

If you do not carry adequate insurance and an incident occurs, you may be personally liable for substantial damages. Confirm coverage with your insurance carrier before any rental.

22. Damage, loss, total loss, and mechanical failure

22.1 Damage to the Equipment

Damage to the Equipment occurring during the rental period is governed by the Rental Agreement. In the default template, the Renter is responsible for damage caused by negligence, misuse, abuse, operation outside the agreed scope, or failure to maintain the Equipment as the agreement requires. Ordinary wear and tear consistent with the use the Owner authorized is not damage and is not chargeable.

22.2 Total loss, theft, and destruction

If the Equipment is rendered a total loss, is stolen, or is destroyed during the rental period, the Renter is responsible to the Owner as the Rental Agreement provides. The Renter must promptly file a police report (in the case of theft), notify the Owner and any insurer, and cooperate with any investigation. The damage-claim process in Section 23 may be used to record the loss.

22.3 Mechanical failure not caused by the Renter

If the Equipment becomes inoperable during the rental period due to a defect, mechanical failure, or condition that was not caused by the Renter's negligence or misuse, the Renter must promptly notify the Owner. The default Rental Agreement provides that the Owner is responsible for repair or replacement, and that any rental fee charged for the period of inoperability is refundable from the Owner (less the idle iron Service Fee on the refunded amount). Owners and Renters may agree to a different remedy in their specific Rental Agreement.

22.4 Environmental damage

Fuel spills, hydraulic-fluid leaks, oil leaks, and similar environmental incidents during the rental period are the responsibility of the party in possession of the Equipment when the incident occurs, except where the incident is caused by a known defect of the Equipment not disclosed by the Owner. The party in possession at the time of the incident must notify the appropriate state environmental authority if required by law, contain the spill, and arrange clean-up at their own expense, without prejudice to subsequent allocation of the cost between the parties.

22.5 Third-party damage

Damage to third-party property or injury to third persons caused by the Equipment during the rental period is the responsibility of the party whose negligence or use caused the damage or injury. The Service is not the insurer of any third-party claim. Each party should consult their general-liability insurance and the Rental Agreement.

23. Damage claim filing process

An Owner who wishes to record a damage claim may file the claim through the Service within 14 days after the Equipment is returned. The filing must include:

• A description of the damage, including which component is affected and the apparent cause;
• Photographs of the damage, ideally compared with the handoff photographs (Section 20);
• A repair estimate from a qualified repair facility, or, for total loss, a fair-market valuation of the lost Equipment;
• The amount the Owner is requesting from the Renter.

When the Owner files the claim, the Service notifies the Renter and presents the claim with a 72-hour dispute window. The Renter may dispute the claim by submitting a written response through the Service, with whatever supporting evidence the Renter has.

If the Renter does not dispute within 72 hours, the Renter is deemed to have accepted the claim, and the Service may charge the Renter's card on file (Section 15) for the amount of the claim and forward the proceeds (less any Service Fee or processing fee) to the Owner.

If the Renter disputes within 72 hours, idle iron does not adjudicate the dispute. The Service will mark the claim as disputed and the parties will resolve the dispute directly, in accordance with their Rental Agreement, their respective insurance coverage, and applicable law. idle iron may, at its sole discretion, place a hold on funds related to the Booking pending the parties' resolution; that hold is administrative only and is not a determination of the merits.

The 14-day claim filing window, the 72-hour dispute window, and the claim form provided by the Service are administrative conveniences to give the parties a structured record. They do not abridge or expand any substantive right either party has under the Rental Agreement or applicable law.

24. Disputes between users

Any dispute between an Owner and a Renter regarding a Booking, a Rental Agreement, the condition of Equipment, an alleged breach, a damage claim, a delivery, a return, a fee, a payment, or anything else arising out of the rental transaction is a dispute between those parties, not between either of them and idle iron. The parties shall resolve such disputes directly, by negotiation, mediation, arbitration, or litigation as they choose and as their Rental Agreement provides.

idle iron may, at our sole discretion and without any obligation to do so:

• Place a hold on funds in transit through the limited payment collection agency described in Section 15, pending the parties' resolution;
• Provide either party, on written request, with non-private records related to the Booking, such as the listing as it appeared at the time of booking, the messages exchanged through the Service, and the signed Rental Agreement;
• In cases of clear and uncontested evidence of fraud, abuse, or unlawful conduct, suspend or terminate an Account.

Neither party shall name idle iron as a party in any litigation arising out of a Booking or Rental Agreement. idle iron is not a party to the rental contract (Section 2), and a misjoinder of idle iron in any such litigation entitles idle iron to recover its attorneys' fees and costs in defending and removing itself, in addition to any other remedy available at law or equity.

25. Acceptable use of the Service

You may use the Service only in accordance with these Terms and only for the purpose of listing Equipment for rent, finding Equipment to rent, communicating with counterparties about Bookings, and managing your Account. Any use that is not consistent with that purpose is prohibited.

26. Prohibited uses

You agree not to:

• Use the Service for any illegal purpose or to commit, plan, facilitate, or conceal any crime;
• List Equipment you do not own or have authorization to rent (Section 8);
• List prohibited Equipment categories (Section 9);
• Operate Equipment without the qualification, license, or training applicable law requires (Section 11);
• Bypass the booking, payment, or messaging features of the Service to avoid the Service Fee or to circumvent any other obligation of these Terms;
• Impersonate another person, business, or entity, or misrepresent your affiliation with any person, business, or entity;
• Use false, misleading, or fraudulent information in any listing, profile, message, signature, or claim;
• Harass, threaten, intimidate, stalk, or discriminate against any other user;
• Use the Service to send spam, unsolicited bulk messages, advertising, or solicitations for any business other than the listing and rental of Equipment through the Service;
• Scrape, crawl, index, mirror, or otherwise extract data from the Service except as expressly permitted by these Terms or the Service's published API documentation, if any;
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or algorithms of any part of the Service;
• Probe, scan, or test the vulnerability of the Service, breach any security or authentication measure, or attempt to gain unauthorized access to any part of the Service or another user's Account;
• Upload viruses, malware, ransomware, worms, Trojan horses, time bombs, or any other malicious code;
• Interfere with the integrity, availability, or performance of the Service, including by conducting denial-of-service attacks, sending excessive automated traffic, or otherwise abusing the infrastructure;
• Use the Service to build, train, or fine-tune a competing product, including by collecting Content for use in any artificial-intelligence model;
• Resell, sublicense, rent, lease, lend, or otherwise transfer access to the Service to any third party except as expressly authorized;
• Use the Service in any way that subjects idle iron, an Owner, or a Renter to potential criminal liability or to civil liability under federal, state, or local law;
• Use the Service to evade or attempt to evade any law, regulation, court order, or sanctioning authority.

We may suspend or terminate any Account that violates this Section 26 with or without notice. We may report unlawful conduct to law enforcement.

27. User Content and license to idle iron

You retain all right, title, and interest in the Content you submit to the Service, subject to the rights you grant idle iron and other users in these Terms.

By submitting Content, you grant idle iron a worldwide, royalty-free, non-exclusive, sublicensable (through service providers), transferable (to a successor in interest), and irrevocable (only during the term you maintain an Account and for a reasonable wind-down period) license to host, store, reproduce, transmit, display, perform, modify (for formatting purposes), and create derivative works of the Content solely as required to:

• Operate the Service, including displaying listings to users and routing messages;
• Permit other users to view and interact with the Content as the Service intends;
• Improve the Service, including through aggregated, de-identified analysis;
• Comply with legal obligations.

You represent and warrant that you have the right to grant the license above and that your Content does not infringe any third party's intellectual-property right, right of publicity, right of privacy, or other right. You agree to indemnify idle iron for any breach of this representation (Section 36).

idle iron does not claim ownership of your Content, does not sell it to third parties for marketing, and does not use it to train artificial-intelligence models maintained by third parties without your separate consent. Aggregated, de-identified analysis (data with all personal identifiers removed and not re-identifiable to you or your counterparties) is exempt from this restriction.

27.1 Copyright complaints and DMCA takedown

idle iron respects intellectual-property rights and responds to notices of alleged copyright infringement under the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512. If you believe Content on the Service infringes a copyright you own or control, send a written notice to our designated copyright agent that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work you claim has been infringed; (c) identification of the material you claim is infringing and information reasonably sufficient to let us locate it (such as the listing URL); (d) your contact information (name, mailing address, telephone number, and email address); (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorized to act on the owner's behalf.

Designated copyright agent: Copyright Agent, Ridge Link LLC d/b/a idle iron, 1204 NE Bluff Spring Ave, Bentonville, Arkansas 72712, United States; email info@idle-iron.com with the subject line "DMCA Notice."

On receipt of a compliant notice, we may remove or disable access to the material identified and will make a reasonable effort to notify the user who posted it. If you are that user and believe the material was removed in error or as a result of misidentification, you may send a counter-notice to the same agent containing the information required by 17 U.S.C. § 512(g), and we may restore the material as the DMCA permits. Knowingly making a material misrepresentation in a notice or counter-notice may expose you to liability for damages under 17 U.S.C. § 512(f).

Repeat infringers. In appropriate circumstances and at our discretion, we will suspend or terminate the Accounts of users who are repeat infringers.

28. Communications between users

The Service includes a messaging feature that lets Owners and Renters communicate about Bookings. Messages sent through the Service are stored as part of the Booking record. We may scan messages with automated tooling for fraud, harassment, off-platform-payment evasion, and similar abuse. We may, on lawful request from law enforcement or in response to subpoena or court order, disclose messages as required by law. We may also disclose messages to a party to a Booking on that party's request related to a dispute under Section 24.

You agree not to use the messaging feature to bypass the booking and payment workflow of the Service (proposing off-platform payments to avoid the Service Fee), to harass, to threaten, or to send any content that would violate Section 26 if it were a listing.

29. Third-party services

The Service is built on and integrates with third-party services, including Supabase (database, authentication, file storage), Cloudflare (DNS, content delivery, security, email routing), SendGrid (outbound email), the payment processor that handles billing and payouts, and identity and insurance referral providers as we may engage them. We are not responsible for outages, errors, security incidents, or changes in those services. Our liability for failure of the Service due to a third-party service is limited as set out in Section 35.

The Service may from time to time link to, refer to, or display content from other websites or service providers. We do not endorse any such third party and are not responsible for the content, products, services, terms, or privacy practices of any third party.

30. Intellectual property of the Service

idle iron, the idle iron wordmark, the orange dot used in the wordmark, the icon designs, the design system, the user interface, the underlying software, the marketing copy, and all other materials created by idle iron and displayed on or through the Service are owned by idle iron and protected by U.S. copyright, trademark, trade-dress, and other intellectual-property laws. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to use the Service during the term you maintain an Account, for the purposes the Service is intended for, and for nothing else. Any other use, including reproduction, distribution, modification, public display, or creation of derivative works, requires our prior written permission.

31. Service availability and changes

idle iron makes commercially reasonable efforts to keep the Service available, but does not guarantee uptime, freedom from bugs, or the continued availability of any specific feature. We may add, change, or remove features at any time. For the material removal of a feature that paying customers rely on, we will provide at least 30 days' advance notice by email or in-app banner. Scheduled maintenance windows may be announced in advance; unscheduled outages may occur without notice. We are not liable for losses arising from downtime.

32. Suspension and termination

32.1 Termination by you

You may close your Account at any time by emailing info@idle-iron.com from the address registered on the Account or by using a self-service account-closure feature if one is available. Termination ends your right to use the Service. Bookings already confirmed at the time of termination will be completed according to the Rental Agreement; you remain a party to those Rental Agreements until they are completed by their terms.

32.2 Termination by idle iron

We may suspend or terminate your Account, with or without notice, if:

• You materially violate these Terms, the Privacy Policy, or a Rental Agreement to which you are a party;
• Your use of the Service exposes idle iron, another user, or a third party to legal liability or material reputational harm;
• A payment method fails and is not resolved within a reasonable period;
• We are required to do so by law, court order, or competent regulatory authority;
• We exit a market, discontinue the Service, or restructure the Service in a way that no longer accommodates your use;
• We reasonably conclude that allowing the Account to continue creates an unreasonable risk to other users or to the Service.

32.3 Effect of termination

On termination, your right to access the Service ends. Provisions of these Terms that by their nature should survive termination, including these Terms' grants of license to idle iron, the disclaimers, the limitation of liability, the indemnification, the class-action waiver, the arbitration clause, the governing-law clause, and any obligations between you and a counterparty that remain unperformed, will survive.

33. Disclaimers of warranty

To the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis. idle iron, its affiliates, and its and their respective officers, directors, employees, agents, contractors, licensors, suppliers, and service providers (collectively, the "idle iron Parties") expressly disclaim all representations, warranties, and conditions of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, accuracy, completeness, timeliness, security, and any warranty arising from course of dealing, course of performance, or usage of trade.

Without limiting the foregoing, the idle iron Parties make no representation or warranty that the service will be uninterrupted, secure, error-free, or free of viruses or other harmful components, that defects will be corrected, that the service or any content available through it is accurate or reliable, that any equipment listed on the service is safe, fit for any purpose, available, or in any particular condition, that any user is qualified, trustworthy, properly licensed, or otherwise fit to perform under a rental agreement, or that any transaction completed through the service will be successful.

No advice or information, whether oral or written, obtained by you from idle iron or through the service creates any warranty not expressly stated in these terms.

Some jurisdictions do not allow the exclusion of implied warranties or the limitation of statutory rights of a consumer, in which case some or all of the disclaimers in this Section 33 may not apply to you. In those jurisdictions, the disclaimers apply to the maximum extent permitted.

34. Assumption of risk and release

You acknowledge that the operation, transport, loading, unloading, fueling, maintenance, and storage of heavy equipment, light equipment, lifts, generators, attachments, trailers, and similar machinery are inherently dangerous activities that can result in property damage, environmental damage, serious bodily injury, permanent disability, and death, to the user, to the user's employees and contractors, to bystanders, and to third parties. You voluntarily assume all risks associated with your use of the service to list or rent equipment, including but not limited to risks from the condition of the equipment, the qualifications of the operator, weather and site conditions, traffic conditions during transport, the actions of third parties, and the inherent dangers of heavy machinery.

To the maximum extent permitted by law, you release, waive, and discharge the idle iron parties from any and all claims, demands, causes of action, losses, damages, costs, and expenses (including attorneys' fees) of any kind that you may have against any of them arising out of or related to your listing or rental of equipment through the service, your operation, transport, loading, unloading, fueling, maintenance, or storage of any equipment, the condition or performance of any equipment, the qualification or conduct of any user, or any incident, injury, damage, loss, or death arising out of any of the foregoing, whether arising in contract, tort (including negligence), strict liability, statute, or any other legal or equitable theory, and whether known or unknown.

35. Limitation of liability

To the maximum extent permitted by law, in no event shall any of the idle iron parties be liable to you or any third party for any indirect, incidental, special, exemplary, consequential, or punitive damages of any kind, including damages for lost profits, lost revenue, lost business, lost data, lost goodwill, work stoppage, equipment failure, business interruption, personal injury, wrongful death, property damage, environmental remediation, or any other intangible loss, arising out of or related to (a) your use of, or inability to use, the service, (b) any rental, booking, rental agreement, or transaction conducted through the service, (c) any equipment listed, rented, or operated through the service, (d) any conduct, content, or other act of any user, (e) any third-party service the service relies on, or (f) any other matter relating to the service or these terms, in each case whether arising in contract, tort (including negligence), strict liability, statute, or any other legal or equitable theory, and even if any of the idle iron parties has been advised of the possibility of those damages.

To the maximum extent permitted by law, the total cumulative liability of the idle iron parties to you, for all claims arising out of or related to these terms or the service, is limited to the greater of (a) the total service fees collected from you in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred united states dollars ($100).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, in which case some or all of the exclusions and limitations in this Section 35 may not apply to you. In those jurisdictions, the exclusions and limitations apply to the maximum extent permitted.

36. Indemnification

You agree to defend, indemnify, and hold harmless the idle iron Parties from and against any and all claims, demands, actions, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) of any kind, brought by any third party (including any other user, any government authority, and any of your or another user's employees, contractors, or invitees), arising out of or related to:

• Your access to or use of the Service;
• Any Content you submit through the Service;
• Any listing you publish, any Booking you request or accept, or any Rental Agreement you sign;
• Any use, transport, loading, unloading, fueling, maintenance, storage, or operation of Equipment by you or any person acting under your authority;
• Any breach by you of any representation, warranty, or covenant in these Terms;
• Any violation by you of any law, regulation, or third-party right (including intellectual-property rights, privacy rights, and rights of publicity);
• Any dispute between you and another user, including any Rental Agreement to which you are a party;
• Any tax, license, permit, or registration that you were required by law to obtain or maintain.

idle iron reserves the right, at its sole option, to assume the exclusive defense and control of any matter that is subject to indemnification under this Section 36. If we assume that defense, you agree to cooperate with us. You may not settle any claim for which idle iron is indemnified without our prior written consent.

37. Class action waiver

You and idle iron agree that any claim or dispute between you, whether in arbitration under Section 38 or in court, may be brought only in an individual capacity. You and idle iron each waive, to the maximum extent permitted by law, any right to participate as a representative or member of any class of claimants pertaining to any claim against the other. No arbitrator or court may consolidate more than one person's claims, preside over any form of representative or class proceeding, or award class relief.

If a court of competent jurisdiction finds the class-action waiver in this Section 37 to be unenforceable as to a particular claim or remedy, the claim or remedy (and only that claim or remedy) shall be severed from arbitration and brought in court in the venue set forth in Section 39, while the remainder of these Terms remains in full force and effect.

38. Mandatory individual arbitration; 30-day opt-out

38.1 Agreement to arbitrate

You and idle iron agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, your Account, any Booking, any payment, or any other interaction between you and idle iron, including the validity, scope, or enforceability of this arbitration agreement, shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules or, if you are an individual consumer, its Consumer Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The seat of the arbitration shall be Benton County, Arkansas. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

38.2 Carve-outs

The following are not subject to arbitration: (a) claims for emergency or temporary injunctive relief in a court of competent jurisdiction, (b) claims for infringement or misappropriation of either party's intellectual-property rights, (c) small-claims actions brought in a court that hears small-claims matters in the venue specified in Section 39, and (d) any claim that, by law, cannot be subject to pre-dispute arbitration.

38.3 Opt-out

You may opt out of this arbitration agreement by sending a written opt-out notice to info@idle-iron.com with the subject line "Arbitration Opt-Out" within 30 days after you first create your Account. The opt-out notice must include your full legal name, the email address on your Account, and a clear statement that you do not wish to be bound by the arbitration agreement. If you opt out, the class-action waiver in Section 37 still applies, but disputes between you and idle iron will be resolved exclusively in the courts identified in Section 39. Opting out of this arbitration agreement is not a condition of using the Service.

38.4 Fees

Arbitration fees and the arbitrator's compensation are governed by the applicable AAA rules. To the extent any AAA fee exceeds the filing fee for the corresponding state court action and you are an individual consumer asserting a claim of $10,000 or less, idle iron will pay the excess fee.

38.5 This agreement covers disputes with idle iron only

This arbitration agreement governs disputes between you and idle iron. It does not govern disputes between an Owner and a Renter arising out of a Booking or a Rental Agreement. Those are disputes between users (Section 24) and are resolved as the Rental Agreement provides (see Section 23 of the Rental Agreement for its governing law and venue). idle iron's agreement to arbitrate does not require, and does not entitle idle iron to compel, arbitration of an Owner-Renter dispute to which idle iron is not a party.

39. Governing law and venue

These Terms and any non-contractual matter between you and idle iron arising out of or related to the Service are governed by the laws of the State of Arkansas, without regard to its conflict-of-laws principles, and by applicable federal law. Subject to Section 38 (arbitration), you and idle iron agree that the state and federal courts located in Benton County, Arkansas have exclusive jurisdiction over any dispute, claim, or controversy arising out of or related to these Terms, and you consent to the personal jurisdiction of those courts and waive any objection based on venue or inconvenient forum.

40. Force majeure

Neither party shall be liable for any failure or delay in performance (other than the obligation to make payments already due) to the extent caused by an event beyond that party's reasonable control, including acts of God, severe weather, fire, flood, earthquake, tornado, hurricane, pandemic, epidemic, public-health emergency, war, terrorism, riot, civil unrest, labor dispute or strike, embargo, sanctions, government order or regulation, supply-chain failure, utility outage, internet or telecommunications outage, third-party service failure, or any similar event. The affected party shall notify the other promptly and use reasonable efforts to mitigate the effect of the event.

41. Notices

We will provide any notice required by these Terms by email to the address registered on your Account, by in-app notice in the Service, by banner on the Service, or by posting on this Terms page (with the "Last updated" date revised). It is your responsibility to keep the email address on your Account current and to check the Service for posted notices.

You will provide any notice required by these Terms by emailing info@idle-iron.com from the address registered on your Account, or by U.S. mail to: idle iron, c/o Ridge Link LLC, 1204 NE Bluff Spring Ave, Bentonville, Arkansas 72712, United States, in either case with a clear statement of the action requested. Notice is effective on receipt.

42. Changes to these Terms

See Section 1 for the modification mechanism. We will identify the effective date of any modification by updating the "Last updated" date at the top of this page. Historical versions are available on request.

43. Miscellaneous

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and idle iron regarding the Service. They supersede any prior agreement, communication, or proposal, whether oral or written.
• Severability. If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be unenforceable, the provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be modified, severed from these Terms. The remainder of these Terms will remain in full force and effect.
• No waiver. Our failure or delay in enforcing any right or provision of these Terms shall not be construed as a waiver of that right or provision. No waiver is effective unless in writing and signed by an authorized representative of idle iron.
• Assignment. You may not assign, sublicense, or otherwise transfer your Account or your rights under these Terms without our prior written consent. We may assign these Terms or any of our rights and obligations under them, in whole or in part, without your consent, in connection with a merger, acquisition, reorganization, sale of all or substantially all assets, or to a successor in interest.
• No third-party beneficiaries. These Terms are for the benefit of you and idle iron only. Nothing in these Terms is intended to create any third-party beneficiary right.
• Independent contractors. The relationship of you and idle iron is that of independent parties to a contract. Nothing creates an employer-employee, partnership, joint-venture, franchise, or agency relationship except the narrow limited payment collection agency in Section 15.
• Interpretation. The headings in these Terms are for convenience only and do not affect interpretation. The word "including" means "including without limitation." Singular includes plural and vice versa. References to a statute or regulation include any successor.
• Survival. Sections that by their nature should survive termination of these Terms or your Account survive, including Sections 2.3, 15, 17, 22, 23, 24, 27, 33, 34, 35, 36, 37, 38, and 39.
• Electronic signatures and records. You consent to the use of electronic signatures and to receive communications electronically. An electronic signature, including a typed name on the Service, has the same legal effect as a handwritten signature.

44. Contact

Questions, requests, or complaints about these Terms or the Service:

Email: info@idle-iron.com
Mailing address: idle iron, c/o Ridge Link LLC, 1204 NE Bluff Spring Ave, Bentonville, Arkansas 72712, United States