Terms of Service

1. Acceptance of These Terms

Welcome to UtiliYard. These Terms of Service ("Terms") govern your access to and use of the UtiliYard website, marketplace, services, and related features (collectively, the "Platform").

By accessing the Platform, creating an account, posting a listing, contacting another user, purchasing a paid service, or otherwise using UtiliYard, you agree to these Terms and our Privacy Policy. If you do not agree to these Terms, you may not use the Platform.

You must be at least 18 years old and legally capable of entering into binding agreements to use UtiliYard.

2. About UtiliYard

UtiliYard is an online marketplace designed for the infrastructure industry. The Platform allows users to advertise, discover, buy, sell, rent, and source equipment, vehicles, tools, materials, supplies, parts, and other infrastructure-related items.

Unless expressly stated otherwise, UtiliYard is not the buyer, seller, owner, manufacturer, dealer, distributor, rental company, broker, shipper, inspector, or guarantor of items listed by users.

Transactions involving listed items are generally negotiated and completed directly between users. UtiliYard is not a party to those transactions and does not take possession of listed property.

3. User Accounts

You are responsible for providing accurate and current account information and for maintaining the confidentiality and security of your account credentials.

You are responsible for activity conducted through your account. You may not impersonate another person or business, misrepresent your identity or affiliation, or create an account for fraudulent or unlawful purposes.

Business users represent that they have authority to act on behalf of the company or organization identified in their account or listings.

UtiliYard may suspend, restrict, or terminate accounts that violate these Terms, create risk for other users or the Platform, or are reasonably suspected of fraudulent, deceptive, abusive, or unlawful activity.

4. Listings and User Content

Users are responsible for the accuracy, legality, and completeness of their listings and other content submitted to UtiliYard.

Listings must accurately describe the item or need being advertised, including material information regarding condition, ownership, quantity, specifications, availability, location, and other relevant details.

You may only list property that you own or are authorized to sell, rent, distribute, or otherwise offer.

You retain ownership of content you submit. By submitting photographs, descriptions, logos, company information, and other content to UtiliYard, you grant UtiliYard a non-exclusive, worldwide, royalty-free license to host, reproduce, display, format, distribute, and use that content as reasonably necessary to operate, promote, and improve the Platform and its listings.

UtiliYard may remove, modify, reject, or restrict listings or content that violate these Terms or that we reasonably determine may harm users, the Platform, or UtiliYard's reputation.

5. Prohibited Listings and Conduct

Users may not use UtiliYard to advertise, sell, rent, source, or facilitate transactions involving stolen property, counterfeit goods, illegally obtained materials, hazardous or regulated items offered in violation of applicable law, or any item that a user does not have legal authority to offer.

Users may not:

• Engage in fraud, deception, or misrepresentation.
• Post intentionally false, misleading, or materially inaccurate information.
• Manipulate listings, reviews, search results, promotions, or Platform functionality.
• Use the Platform to distribute malware, spam, or unauthorized commercial solicitations.
• Harvest user information or use automated systems to scrape the Platform without authorization.
• Infringe intellectual property, privacy, publicity, or other rights of another party.
• Circumvent account restrictions or security measures.
• Use UtiliYard for unlawful activity.

UtiliYard reserves the right to remove content and restrict or terminate access when these requirements are violated.

6. Buying, Selling, and Sourcing

Buyers and sellers are responsible for conducting their own due diligence before entering into a transaction.

Users should independently verify ownership, condition, specifications, compatibility, quantity, pricing, liens, title status, transportation requirements, taxes, and any other information material to a transaction.

A listing, message, inquiry, or Source request does not create a guarantee that a transaction will occur.

Unless UtiliYard expressly provides a transaction or payment service for a particular transaction, users are responsible for negotiating and arranging payment, documentation, pickup, delivery, freight, inspection, taxes, and other transaction terms directly with one another.

7. Equipment Rentals

UtiliYard may allow equipment owners and rental providers to advertise equipment available for rent and allow prospective renters to contact them.

Unless expressly stated otherwise, UtiliYard does not process the underlying rental transaction and is not a party to any rental agreement.

Owners and renters are solely responsible for determining rental rates, deposits, insurance requirements, operator requirements, equipment condition, transportation, maintenance responsibilities, damage responsibility, return conditions, safety requirements, and all other rental terms.

Users are responsible for entering into appropriate rental agreements and obtaining any insurance, licenses, permits, training, or certifications required for the equipment or its operation.

8. Payments Between Users

Except for fees paid directly to UtiliYard for UtiliYard services, payments relating to the purchase, sale, rental, shipping, or delivery of listed items may occur outside the Platform.

UtiliYard does not guarantee or secure off-platform payments and is not responsible for chargebacks, nonpayment, fraudulent payments, financing arrangements, escrow arrangements, deposits, refunds, or payment disputes between users.

Users should use appropriate safeguards when conducting high-value transactions.

9. Paid Promotions and Platform Services

UtiliYard may offer optional paid services, including Featured Listings, Premium Placement, advertising, sponsorships, memberships, or other promotional products.

Purchasing a promotion increases the visibility or placement opportunities associated with a listing as described at the time of purchase. Promotions do not guarantee views, inquiries, leads, sales, rentals, transaction value, or any particular business result.

Unless otherwise stated at the time of purchase, promotional services are non-refundable once activated.

UtiliYard may modify the design, location, presentation, or functionality of promotional placements as the Platform evolves, provided that the purchased promotional service remains substantially consistent with its stated purpose.

10. Founding Partner Program

UtiliYard may offer a limited Founding Partner program with benefits described at the time of enrollment.

Founding Partner participation does not create a partnership, joint venture, agency, franchise, employment relationship, ownership interest, or other legal partnership between the participant and UtiliYard.

Program benefits, promotional credits, recognition, access, and other first-year benefits are governed by the offer presented at enrollment. Permanent Founding Partner recognition refers to recognition of the participating company as an original UtiliYard Founding Partner and does not guarantee permanent access to any particular paid feature or service.

11. User-to-User Disputes

Users are responsible for resolving disputes arising from transactions or communications between themselves.

UtiliYard may, but is not obligated to, provide information reasonably available through the Platform or take Platform-level action when appropriate.

UtiliYard is not responsible for adjudicating disputes concerning item condition, payment, delivery, ownership, performance, rental damage, warranties, refunds, contracts, or other matters arising between users.

12. No Verification or Warranty of Listings

UtiliYard may offer account information, badges, designations, or other trust-related features, but unless expressly stated otherwise, these features do not constitute an endorsement, certification, inspection, warranty, or guarantee.

UtiliYard does not independently inspect listed equipment or materials and does not guarantee the identity of users, ownership of property, condition of items, accuracy of listings, legal compliance of a transaction, or ability of a user to complete a transaction.

Users must conduct their own due diligence.

13. Intellectual Property

The UtiliYard name, logos, branding, website design, software, marketplace structure, graphics, and other UtiliYard-owned content are protected by applicable intellectual property laws.

Except as permitted by these Terms, you may not copy, reproduce, modify, distribute, sell, license, or commercially exploit UtiliYard intellectual property without written permission.

14. Third-Party Services

UtiliYard may use or link to third-party services, including payment processors, mapping services, analytics providers, hosting providers, and other technology services.

Those services may be governed by separate terms and privacy policies. UtiliYard is not responsible for third-party services outside its reasonable control.

15. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UTILIYARD AND THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE."

UTILIYARD DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

UTILIYARD DOES NOT WARRANT THAT THE PLATFORM WILL ALWAYS BE AVAILABLE, ERROR-FREE, SECURE, OR THAT LISTINGS, USERS, PRODUCTS, SERVICES, TRANSACTIONS, OR INFORMATION AVAILABLE THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UTILIYARD AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS ARISING FROM USER-TO-USER TRANSACTIONS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UTILIYARD'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID DIRECTLY TO UTILIYARD DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) $100.

Some jurisdictions do not allow certain limitations of liability, so portions of this section may not apply to you.

17. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless UtiliYard and its owners, officers, employees, contractors, affiliates, and service providers from claims, liabilities, damages, losses, and reasonable costs arising from your listings, transactions, content, violation of these Terms, violation of applicable law, or infringement of another party's rights.

18. Suspension and Termination

UtiliYard may suspend or terminate access to the Platform when reasonably necessary to enforce these Terms, protect users, prevent fraud or abuse, comply with law, or protect the security or integrity of the Platform.

You may stop using UtiliYard at any time.

Provisions that by their nature should survive termination will remain in effect, including provisions concerning intellectual property, disclaimers, limitation of liability, indemnification, and disputes.

19. Changes to the Platform or These Terms

UtiliYard may modify or discontinue Platform features and may update these Terms as the marketplace evolves.

When material changes are made, we will update the effective date and provide notice when required by applicable law.

Continued use of the Platform after updated Terms become effective constitutes acceptance of the revised Terms to the extent permitted by law.

20. Governing Law

These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.

Subject to applicable law, disputes arising from these Terms or use of UtiliYard will be brought in the appropriate state or federal courts located in North Carolina, and the parties consent to the jurisdiction of those courts.

21. Severability and Entire Agreement

If any provision of these Terms is determined to be unenforceable, the remaining provisions will remain in effect.

These Terms, together with the Privacy Policy and any additional terms presented for specific UtiliYard services, constitute the agreement between you and UtiliYard concerning use of the Platform.

22. Contact Us

Questions regarding these Terms may be directed to UtiliYard through the contact information provided on the Platform.