TERMS AND CONDITIONS OF USE, SURPLUS, INC.
Links to the Site
You are granted a limited, non-exclusive right to create a hypertext link to the home page only of this Site, provided such link does not portray Surplus.com®, Print Leaders, and DavidGreenRealty or any of its products and services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time. You may not use, frame or utilize framing techniques to enclose any Surplus.com®, Print Leaders. DavidGreenRealty. Trademark, logo or other proprietary information, including the images found at this Site, the content of any text or the layout/design of any page, or form contained on a page without Surplus.com®, Print Leaders, and DavidGreenRealty express written consent. All other linking is prohibited without prior consent from Print Leaders, Inc. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Surplus.com®, Print Leaders, and DavidGreenRealty or any third party.
Third Party Links
Surplus.com®, Print Leaders, DavidGreenRealty makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of web sites accessible by hyperlink from this Site, or web sites linking to this Site.
If you register on the Site, you agree that any information you provide to us will be current, accurate and complete.
You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you in the form of email or submissions to Surplus.com®, Print Leaders, DavidGreenRealty, or postings on this Site ("Submissions") are non-confidential (subject to our Privacy Statement) and that you remain solely responsible and liable for your Submissions. You further hereby grant (or warrant that the owner of the Submissions has granted) to us and our assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on our part or of our assigns, and you hereby waive all moral rights, or agree, represent and warrant that all moral rights in the Submissions (including without limitation the rights of paternity, attribution and integrity) are irrevocably waived, in favor of us and our assigns.
Restrictions for Submissions
By using the Site, you agree not to do any of the following:
Upload to, distribute or otherwise publish through this Site any message, information, text or other material ("Content") that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;
Upload or transmit any Content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law, including without limitation, the regulations of the U.S. Securities and Exchange Commission, any rules of any securities exchange such as the New York Stock Exchange, the American Stock Exchange, or the Nasdaq Stock Market;
Upload or transmit any Content that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party. By posting any Content, you represent and warrant that you have the lawful right to distribute and reproduce such Content;
Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
Upload to, distribute or otherwise publish through this Site any Content such as charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes, advertising or solicitations for funds, political campaigning, mass mailings, any form of unsolicited commercial email or "spam," (regardless of whether the email itself complies with the requirements of federal or state law for sending commercial email) or offering or disseminating fraudulent goods, services, schemes or promotions; and
Disseminate any harmful content of any kind, including without limitation, viruses, Trojan horses, worms, time bombs, zombies, cancel bots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information.
Policies and Enforcement
All access to and use of this Site is governed by and subject to the Site Terms. We have the right, but not the obligation, to monitor any activity and Content associated with forums and interactive areas on this Site. We may access at any time and use internally for any lawful purpose information stored on our systems, including the content of any emails or other communications. We may disclose such information to any third party including law enforcement agencies to protect our rights or property in response to legal process, or in a good faith belief that such disclosure is justified or required in an emergency situation. We may investigate any reported violation of our policies or complaints and take any appropriate action that we deem appropriate. Surplus.com®, Print Leaders, and DavidGreenRealty has the right, but not the obligation, to take any action we deem appropriate, including but limited to action to issue a warning, suspend or terminate your access and use of the Site and related services at any time, and block, remove or edit any communication and materials that Surplus.com®, Print Leaders, and DavidGreenRealty believes in its sole discretion may violate applicable law, the Site Terms or a third party's rights. Surplus.com®, Print Leaders, and DavidGreenRealty takes no responsibility and assumes no liability for any Content posted or uploaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter.
Responsibility for Your Conduct
You remain solely liable for the Content of any messages or other information you upload or transmit to the discussion forums or interactive areas of this Site. You agree to indemnify and hold harmless Surplus.com®, Print Leaders, and DavidGreenRealty and its parents, subsidiaries, affiliates, employees, agents and representatives from any claim, action, demand, loss, or damages (including attorneys' fees) made or incurred by any third party arising out of or relating to your conduct, your violation of these terms and conditions, or your violation of any rights of a third party. Indirect or attempted violations of these Site Terms or any policy, and actual or attempted violations by a third party on behalf of a user of this Site will be considered violations of these Site Terms by such user.
K. Financial Material Disclosure
Forward Looking Statements
This Site, and any documents issued by Surplus.com®, Print Leaders, and DavidGreenRealty and available through this Site, may contain statements which constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all passages containing verbs such as "aims," "anticipates," "believes," "expects," "intends," "plans," "predicts," "projects," or "targets" or nouns corresponding to such verbs. Forward-looking statements also include statements or other passages primarily relevant to expected future events or that can only be evaluated by events that will occur in the future. These forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to certain risks and uncertainties that could cause the actual results to be materially different from those anticipated in or implied by the forward-looking statements. Information about factors that could potentially affect our results is contained in the reports we file with the Securities and Exchange Commission, including but not limited to any risk factors we identify in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or current Reports on Form 8K. Forward-looking or other statements speak only as to the date they were released. Surplus, Inc., Surplus.com®, Print Leaders, Inc. and David Green Realty undertakes no obligation to update forward-looking or other statements to reflect events or circumstances that occur after the date the statements were made. In addition, please note that information contained in this Site shall not be included as part of, or incorporated by reference into (nor shall it be deemed to be a part of or incorporated by reference into), any prospectus or offering memorandum of the Company used in connection with the offering or sale of securities.
From time to time, Surplus.com®, Print Leaders, and DavidGreenRealty provides earnings or other financial information to the public via webcasts or conference call. Unauthorized recording or downloading of these is not permitted. Any rebroadcast or re-webcast of these events is prohibited without the express prior consent of Print Leaders. Information provided is only accurate as of the date of the event. While Surplus.com®, Print Leaders, and DavidGreenRealty attempts to ensure your access and use of the Site is safe, Surplus.com®, Print Leaders, and DavidGreenRealty cannot and does not represent or warrant that this Site or it's server will be error-free, uninterrupted, free from unauthorized access (including third party hackers or denial of service attacks) or otherwise meet your requirements.
Third Party Financial Information
We provide links and access to third party web sites or services that contain information that is provided as a service to those interested in the information. Surplus.com®, Print Leaders, and DavidGreenRealty neither regularly monitors nor assumes responsibility for the content of third parties' statements or web sites. Accordingly, Surplus.com®, Print Leaders, and DavidGreenRealty does not endorse or adopt these web sites or any information contained therein. Surplus.com®, Print Leaders, and DavidGreenRealty makes no representations or warranties whatsoever regarding their accuracy or completeness.
This website is designed for and intended for use by adults. If you are under 18, you may use this Site only with involvement of a parent or guardian. If you are a parent or legal guardian, you must monitor and supervise the use of this site by children, minors and others under your care. You agree to be responsible for their use of this website.
THIS SITE AND THE MATERIALS PROVIDED HEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PRINT LEADERS, INC.DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE SITE AND MATERIALS, CONTENT, SERVICES AND PRODUCT ON THIS SITE. PRINT LEADERS, INC.DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. PRINT LEADERS, INC. IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY. PRINT LEADERS, INC.DOES NOT REPRESENT OR WARRANT THAT THIS SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, EVEN IF PRINT LEADERS, INC.OR IT'S AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE IS AT YOUR SOLE RISK.
Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Surplus. Inc, Print Leaders, Inc. and David Green Realty
N. Limitation of Liability
IN NO EVENT SHALL Surplus.com®, Print Leaders, and DavidGreenRealty BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR INABILITY TO USE THIS SITE OR THE MATERIALS CONTAINED IN, OR ACCESSED THROUGH, THIS SITE.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Surplus.com®, Print Leaders, and DavidGreenRealty (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF THIS SITE EXCEED $1 OR THE COMPENSATION YOU PAID Surplus.com®, Print Leaders. DavidGreenRealty., WHICHEVER IS LESS.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS, MAY NOT APPLY TO YOU, AND YOU MAY HAVE RIGHTS ADDITIONAL TO THOSE CONTAINED HEREIN.
O. Applicable Law, Venue and Limitation of Actions
These terms and conditions shall be governed by and construed in accordance with the laws of the State of Illinois applicable to agreements made and entirely to be performed within Illinois, without resort to its conflict of law provisions. Regardless of where you access this site, you agree that any action at law or in equity arising out of or relating to these terms and conditions shall be filed and adjudicated only in the federal or state courts located in Maryland, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of such courts over any suit, action or proceeding arising out of these terms and conditions.
Notwithstanding any of these terms and conditions, Surplus.com®, Print Leaders. DavidGreenRealty., Surplus.com®, Print Leaders. DavidGreenRealty, reserves the right, without notice and in its sole discretion, to terminate your license to use this Site, and to block or prevent future access to and use of this Site if you violate any of these Site Terms or its policies. Upon termination, these Site Terms shall still apply.
Q. Consent to Email Communication
When you visit this Site or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically and agree that we may communicate with you by email, phone or by posting a notice on this Website. We do not include details of your personal financial or medical information in emails unless you specifically request that we do so. You agree that we may treat specific actions by you, such as checking boxes to receive email updates, sending us an email directly or through the Print Leaders.com site, or leaving a telephone message with an email address for customer service to respond to a query about your account, as a request that we communicate personal financial or medical information with you by unencrypted email. You acknowledge and agree that unencrypted email sent over the Internet is not secure and may be read by others, and you agree that when you request that we send you email you are authorizing us to transmit and disclose your information (including your personal financial or medical information) from time to time in an unencrypted manner. You further acknowledge that emails sent with this information are not stored in a secure manner.
R. Legal Equivalency
This electronic document and any other electronic documents, policies and guidelines incorporated herein will be: (i) deemed for all purposes to be a "writing" or "in writing," and to comply with all statutory, contractual, and other legal requirements for a writing: (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (iii) deemed an "original" when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or administer of proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
If any provision of the Site Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of these Site Terms and shall not affect the validity and enforceability of any remaining provisions.
No waiver, express or implied, by either party of any breach of or default under these Site Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.
U. Contact Us
If you are experiencing difficulties using the Site, please contact us:
Call our Customer Service Representatives at 1-847-450-0500
Email us at
Write us at: Customer Service, 1702 S. Harbor Lane, Annapolis, MD 21401
Currently, Surplus.com®, Print Leaders, and DavidGreenRealty and David Green owns the following registered trademarks:
Surplus.com®, Print Leaders, and DavidGreenRealty also may use other trademarks that are not registered.
Terms of Service
LAST UPDATED: March 1, 2018
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS INCLUDE A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER PROVISION, WHICH AFFECT YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH SURPLUS.COM, INC. BY ACCESSING OR USING OUR WEBSITE, APPLICATIONS OR OTHER PRODUCTS OR SERVICES (TOGETHER, THE “SURPLUS.COM SERVICE”), YOU AGREE TO BE BOUND BY ALL TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE (“TERMS”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SURPLUS.COM SERVICE.
YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING AN INTERNET-BASED MARKETPLACE AND INTERACTING WITH OTHER USERS IN PERSON.
These Terms apply to your access to and use of the Surplus.com Service provided by Surplus.com, Inc. (“Surplus.com,” “we” and “us”, Surplus, Inc.). Additional terms (including, but not limited to, the terms of social media services, third-party payment processors, and third-party fulfillment providers) may apply to particular functionalities and features related to the Surplus.com Service.
Note: From time to time Surplus.com introduces new features that may only be available to certain users. Provisions of these Terms of Service relating to such new features, including, at the present, the electronic payments and fulfillment solutions, may not apply to all users.
ONLY USERS WHO ARE EIGHTEEN (18) YEARS OF AGE OR OLDER MAY REGISTER FOR OR USE THE SURPLUS.COM SERVICE. The Surplus.com Service is not targeted towards, nor intended for use by, anyone under the age of eighteen (18). If you are between the ages of thirteen (13) and eighteen (18), you may use the Surplus.com Service only under the supervision of a parent or legal guardian who agrees to be bound by these Terms and any applicable additional terms. You further represent and warrant that you: (a) have not previously been suspended or removed from using the Surplus.com Service; (b) are legally permitted to and (c) may enter into this agreement without violating any other agreement to which you are a party. If you are registering to use the Surplus.com on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
2. Account Registration and Security Responsibilities
In order to access certain parts of the Surplus.com, you ARE be required to create a Surplus.com account (an “Account”) or a seller payment account with PayPal or whom we choose or In connection with creating an Account and a PayPal, you must provide certain information (“Registration Data”) and answer all questions or fields marked “required.” You agree to: (a) provide true, accurate, current and complete Registration Data; (b) maintain and update such Registration Data to keep it true, accurate, current and complete; (c) maintain the security of your Account and the PayPal account, including by maintaining the security and confidentiality of your login credentials; and (d) consent to allow Surplus.com to contact you for the purpose of confirming some or all of your Registration Data, to conduct research and to resolve disputes, as Surplus.com may elect to do from time to time.
3. Purchases from Other Users.
A. Payments are made directly between the buyer and the seller when they meet in person to complete their purchase and sale transaction, pursuant to terms they determine. Surplus.com is not a party to such transactions, and does not facilitate such transactions, refunds or returns in any manner. Commission, if any are due and payable at that time of your payments.
B. Surplus.com Payment Solution. A buyer and seller may instead pay with and accept credit cards and other electronic payment methods (each an “Electronic Payment Method”) through the Surplus.com Service. Surplus.com has integrated with PayPal or other, as offered, a payment processing service, to allow sellers to accept certain Electronic Payment Methods from buyers using PayPal payment processing services (“Surplus.com Payment”). Buyers who wish to use the Surplus.com Payment must register an Electronic Payment Method with Surplus.com, and sellers must enroll for the service through PayPal. PayPal may impose its own limits and limitations on a seller’s use of the Surplus.com Payment. For instance, a seller’s enrollment in the Surplus.com Payment is subject to PayPal’s confirmation that the seller meets PayPal’s enrollment criteria. Sellers should refer to Section 2(d) below for information about the impact of failing to meet PayPal’s enrollment criteria.
i. Buyers. As with any purchases made using cash, all purchases made using the Surplus.com Payment are made directly between the buyer and the seller when they complete their purchase and sale transaction, pursuant to the terms they determine. When you initiate a payment through the Surplus.com Payments, the seller processes your Electronic Payment Method using PayPal’s payment processing service. Surplus.com is not a party to purchase and sale transactions completed using the Surplus.com Payment, and disclaims any and all responsibility to facilitate such transactions, except to provide an interface through which you can provide your Electronic Payment Method to PayPal to process on behalf of the seller. Surplus.com further disclaims any and all responsibility to facilitate or provide refunds or returns in any manner.
ii. Sellers. By using the Surplus.com Payment to accept Electronic Payment Methods, you are entering into an agreement with PayPal subject to the terms of the, which includes the (collectively, the “PayPal Services Agreement”). Notwithstanding anything to the contrary in the PayPal Services Agreement, you will not have the right to have PayPal, and will not request that PayPal, transfer any buyer data PayPal collects via the Surplus.com Payment Solution to an alternative payment processor. Except for the foregoing restriction that supersedes any rights you may have in the PayPal Services Agreement, the PayPal Services Agreement is separate from these Terms. Surplus.com is not a party to the PayPal Services Agreement and will not be liable or responsible for the payment services provided by Stripe. If Stripe discontinues providing services in connection with the Surplus.com Payment, you authorize PayPal to share your payment method information with an alternative third-party payment processor that is or will be integrated into the Surplus.com Payment.
iii. Seller Fees. You agree to pay the Service Fees & Commissions described on the Surplus.com site for the sales transactions you make. . Surplus.com reserves the right to change the Service Fees & Commissions from time to time.
iv. Receiving Sales Proceeds. Upon completion of a sale in which the buyer uses the Surplus.com Payment, if you have not previously set up a PayPal Account, then you must set up a PayPal Account in accordance with the requirements specified by PayPal to receive the payment via the Surplus.com Payment Solution. PAYPAL MUST ACCEPT YOUR APPLICATION TO USE THE SURPLUS.COM PAYMENT SOLUTION BEFORE YOU CAN RECEIVE SALES PROCEEDS VIA THE SURPLUS.COM PAYMENT SOLUTION. IF PAYPAL REJECTS YOUR APPLICATION OR YOU FAIL TO SET UP A PAYPAL ACCOUNT WITHIN 15 DAYS AFTER COMPLETION OF A SALE PROCESSED BY PAYPAL THROUGH THE SURPLUS.COM PAYMENT SOLUTION, THEN PAYPAL AND SURPLUS.COM MAY DISABLE OR LIMIT YOUR ABILITY TO RECEIVE SALES PROCEEDS VIA THE SURPLUS.COM PAYMENT SOLUTION.
v. Acceptable Use Violations. YOUR RIGHT AND/OR ABILITY TO RECEIVE SALES PROCEEDS VIA THE SURPLUS.COM PAYMENT SOLUTION MAY BE REVOKED, DISABLED OR LIMITED IF THE PURCHASE OR SALE VIOLATES SECTION 7 -ACCEPTABLE USE, OF THESE TERMS, INCLUDING FOR SALES THAT VIOLATE THE PROHIBITED ITEMS GUIDELINES.
vi. Additional Information. For additional information regarding the Surplus.com Payment, see our payment options.
vii. Transactions Final. Regardless of the payment method chosen, ALL PURCHASES ARE FINAL, AND THERE ARE NO REFUNDS, and UNLESS YOU AND THE SELLER OTHERWISE AGREE AND MAKE ARRANGEMENTS FOR A REFUND. Surplus.com will not be responsible for facilitating refunds, other than as expressly provided with respect to the. Surplus.com is only a venue for offered services, and NOT part of any transactions.
viii. Taxes. It is your responsibility to determine what, if any, taxes apply to each transaction you complete via the Surplus.com Service, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. Surplus.com is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from any transaction you complete via the Surplus.com Service. Sale TAXES are normal part of Business in all States!
C. Shipping. From time to time, Surplus.com may, in its sole discretion and pursuant to its, recommend a third party to allow sellers to ship purchased items to buyers. Surplus.com is not a party to transactions conducted between buyers and sellers, or to the shipping of items from sellers to buyers, and, other than as expressly provided in the, Surplus.com will not be liable for, and you release us from any liability to you for, any losses, damages, or delays related to shipping. You agree not to use the Surplus.com shipping service to mail or cause to be mailed, or ship or cause to be shipped, any item purchased and sold through Surplus.com in a manner that violates the law and/or United States Postal Service or shipping regulations, including but not limited to U.S. Postal Service Publication 52. You further warrant that any item you mail or ship contains no weapons, ammunition, explosives, living or infectious biological matter, human remains, pornography, alcohol, prescription drugs, illegal drugs, currency, dangerous goods, hazardous goods, or other goods that may not be shipped or mailed by law. As a seller, you assume full responsibility for compliance with all applicable laws and regulations, including those regarding mailing and shipping. Anyone who sends, or causes to be sent, a prohibited, illegal, or improperly packaged or labeled material can be subject to legal penalties such as civil penalties, fines and/or imprisonment, including but not limited to those specified in 18 U.S.C. § 1716 and 39 U.S.C. § 3018.
i. Sellers. From time to time, Surplus.com may, in its sole discretion, permit certain sellers to post their items for sale. Sellers will be charged a posting fee for any LISTING/sale that results in an item being SOLD/shipped/unsold. Sellers who choose to post must ship their items in accordance with Surplus.com’s Shipping Policy, when offered. When a seller accepts a buyer’s offer to purchase an item to be shipped, the seller must print the pre-paid shipping label and ship the item within 3 business days of accepting the offer, or use your own label and enter tracking information same day. The seller may cancel an accepted offer up until the package is initially scanned for mailing. The buyer’s payment, minus Surplus.com’s commission and posting fee, will be released to the seller no later than 3 business days after delivery, provided that no Buyer Protection claims are made by the buyer. Buyer Protection claims may result in delay and/or cancellation of payment being released to the seller.
ii. Buyers. From time to time, Buyers will be able to view items posted by sellers who have agreed to use the Surplus.com shipping feature. For these items, the buyer is solely responsible to pay the cost of shipping the item from the seller. Buyers can cancel an offer to purchase an item for shipping up until the seller has accepted the offer. When a seller accepts a buyer’s offer to purchase an item for shipping, Surplus.com will charge or put a hold on the buyer’s method of payment, pending delivery of the item. If there are any problems with the delivery or the item itself, please consult the Surplus.com. For any undisclosed damage, incorrect or missing items, or items that are not as described, buyers must contact Surplus.com within 3 days of delivery, otherwise Surplus.com will deem the transaction closed and release the buyer’s payment to the seller. Please review the Surplus.com to learn more.
3. Terms of Sale for Surplus.com’s Paid Services.
From time to time, Surplus.com may make certain services available for a fee in connection with the Surplus.com Paid Service. The following terms of sale apply solely to your purchase of Paid Services from Surplus.com.
A. Fees. Unless otherwise agreed upon by Surplus.com in writing, the fees payable in connection with any Paid Services (“Fees”) will be specified via the Surplus.com Service. All Fees are denominated in U.S. dollars and are exclusive of any applicable taxes.
B. Payment Method. You may only pay Fees using valid payment methods acceptable to us, as specified via the Surplus.com Service-CREDIT CARD. You represent and warrant that you are authorized to use the payment method you designate via the Surplus.com Service. You authorize us to charge your designated payment method for the total amount of your purchase, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid or is otherwise not acceptable to us, your order may be suspended or cancelled.
C. Subscriptions. CERTAIN OF THE PAID SERVICES PROVIDED BY SURPLUS.COM MAY BE OFFERED ON A SUBSCRIPTION BASIS WITH AUTO-RENEWING PAYMENTS (“SUBSCRIPTION SERVICES”). THE BILLING PERIOD FOR EACH TYPE OF SUBSCRIPTION SERVICE WILL BE AS SPECIFIED VIA THE SURPLUS.COM SERVICE AT THE TIME OF REGISTRATION. WHEN YOU REGISTER FOR ANY SUBSCRIPTION SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (I) SURPLUS.COM (OR ITS DESIGNATED THIRD-PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A RECURRING BASIS FOR THE SUBSCRIPTION SERVICE (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) AT THE THEN-CURRENT RATES FOR AS LONG AS THE SUBSCRIPTION SERVICE CONTINUES, AND (II) THE SUBSCRIPTION SERVICE WILL CONTINUE UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SURPLUS.COM SERVICE IN ACCORDANCE WITH THESE TERMS.
D. Cancellation Policy for Subscription Services. TO CANCEL ANY SUBSCRIPTION SERVICE, YOU MUST CONTACT US THROUGH OUR HELP CENTER VIA OUR MOBILE APP OR WEBSITE (WWW.SURPLUS.com) AND FOLLOW THE INSTRUCTIONS IN THE EMAIL WE SEND YOU IN RESPONSE TO YOUR CANCELLATION REQUEST. YOU MUST CANCEL A SUBSCRIPTION SERVICE BEFORE THE START OF THE NEXT BILLING PERIOD IN ORDER TO AVOID CHARGES FOR THE NEXT BILLING PERIOD’S FEES. FOLLOWING ANY CANCELLATION, YOU WILL CONTINUE TO HAVE ACCESS TO THE SUBSCRIPTION SERVICES (SUBJECT TO THESE TERMS) THROUGH THE END OF YOUR CURRENT BILLING PERIOD.
E. Price Changes. SURPLUS.COM RESERVES THE RIGHT TO MODIFY THE FEES FOR ANY PAID SERVICES, INCLUDING ANY SUBSCRIPTION SERVICES, FROM TIME TO TIME IN ITS SOLE DISCRETION. FOR SUBSCRIPTION SERVICES, PRICE CHANGES WILL APPLY TO THE NEXT BILLING PERIOD.
F. Taxes. You are responsible for any sales, duty or other governmental taxes or fees due with respect to your purchase of Paid Services. We will collect applicable sales tax if we determine that we have a duty to collect sales tax, and will provide notice of such taxes at the time you place your order. Taxes can be set up as needed in each account! When you collect, YOU MUST PAY the State the fees have incurred!
G. No Refunds. Except as provided in Section 5(H), or as otherwise expressly agreed upon by Surplus.com, all sales of Paid Services (including any Subscription Services) are final and there are no refunds. THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED SUBSCRIPTION SERVICES PERIODS.
H. Errors. In the event of an error in connection with the pricing or charging of Paid Services, we reserve the right to correct such error and revise your order accordingly (including charging the correct price) or to cancel the purchase and refund any amount charged. Your sole remedy in the event of a billing error is to obtain a refund for the excess amount charged. To be eligible for such refund, you must provide notice of any such error within 120 days of the date of the billing statement in which such error first appeared.
6. Discontinuance of the Surplus.com Service
Surplus.com may, in its sole discretion and without liability to you, modify, discontinue, terminate, suspend or shut-down (temporarily or permanently) all or any portion of the Surplus.com Service at any time, without prior notice. Upon any such action by Surplus.com, you must immediately stop using the Surplus.com Service.
7. Acceptable Use
When accessing or using the Surplus.com Service, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort. Without limiting the generality of the foregoing, you agree that you will not do, and will not permit any third party to do, any of the following:
Engage in any unauthorized use of the Surplus.com Service, including, without limitation, political campaigning, advertising, or marketing;
Transmit or otherwise make available any content that: (1) you do not have the right to provide or transmit using the Surplus.com Service, (2) may expose Surplus.com or its affiliates, licensors, or users to any harm or liability, or (3) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, unlawful, untrue, or otherwise objectionable;
Upload to, transmit, distribute, store, create, or otherwise sell or offer for sale anything that violates our terms and condition and policy’s.
Transmit or otherwise make available any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
Originate, send, deliver, relay or otherwise transmit unsolicited commercial email or other messages through the Surplus.com Service;
Copy any portion of the Surplus.com Service or any underlying content or source code;
Reverse engineer, disassemble or decompile any portion of the Surplus.com Service or otherwise attempt to discover or re-create the source code to any software;
Distribute the software or source code behind the Surplus.com Service to any third party;
Make any modification, adaptation, improvement, enhancement, translation or derivative work of or to any portion of the Surplus.com Service;
Remove, alter, or obscure any copyright or other proprietary notices of Surplus.com or its affiliates or licensors in any portion of the Surplus.com Service;
Obscure or disable any advertisements that appear on or through the Surplus.com Service;
Use any type of automated means, including without limitation any harvesting bot, robot, spider, script, crawler, scraper or other automated means or interface not provided by Surplus.com, to utilize the Surplus.com Service or to collect or extract data;
Access without authorization any networks, systems, or databases used in providing the Surplus.com Service or any accounts associated with Surplus.com Service, or to access or use any information therein for any purpose;
Attempt to probe, test, hack, or otherwise circumvent any security measures;
Violate any requirements, policies, procedures or regulations of any network connected to the Surplus.com Service;
Use the Surplus.com in any manner that could damage, disable, overburden, or otherwise impair the Surplus.com or the networks connected to the Surplus.com Service;
Interfere with or disrupt the use and enjoyment by others of the Surplus.com Service, including without limitation attempting, in any manner, to obtain the password, account, or other security information of any other user;
Falsely state, impersonate, or otherwise misrepresent your identity;
Provide false information during Account creation or the Surplus.com Payment Solution, or otherwise provide false, inaccurate or misleading information;
Create more than one Account or create an Account on behalf of anyone other than yourself without permission;
Use or attempt to use another user’s Account without authorization;
Attempt to pay for an item using the Surplus.com Payment with an Electronic Payment Method that you either do not own or are not validly authorized to use;
Use the Surplus.com in any manner to stalk, harass, invade the privacy of, or otherwise cause harm to, any person;
Use the Surplus.com in any manner that exposes Surplus.com to any harm or liability of any nature;
Use the Surplus.com to infringe or violate the intellectual property rights or any other rights of anyone else including Surplus.com;
Develop any third-party applications that interact with the Surplus.com Service without Surplus.com’s prior written consent;
Use the Surplus.com Service to engage in any illegal or unauthorized purpose or to engage in, encourage, or promote activities that are unlawful, misleading, malicious or discriminatory, including, but not limited to violations of these Terms, illegal gambling, fraud, money-laundering, or terrorist activities;
Transfer any rights granted to you under these Terms; or
Encourage or induce any third party to engage in any of the activities prohibited under this section.
If you violate any of the foregoing, Surplus.com reserves the right to suspend or terminate your right to access and use the Surplus.com Service immediately without notice, and you will have infringed Surplus.com’s intellectual property and other rights, which may subject you to prosecution and damages. Surplus.com also reserves the right to take any remedies it deems appropriate under the circumstances if you have purchased or sold items that are in violation of this Section 7. Surplus.com reserves the right at all times to monitor, review, retain and disclose any information regarding your use of the Surplus.com Service as necessary to satisfy any applicable law, regulation, legal process or governmental request. You also acknowledge and agree that Surplus.com is not responsible or liable for the conduct of, or your interactions with, any users of the Surplus.com Service (whether online or offline). Your interactions with other users are solely between you and such users and we are not responsible or liable for any loss, damage, injury or harm which results from these interactions. In addition, enforcement of these Terms is solely in our discretion, and the absence of enforcement in some instances does not constitute a waiver of our right to enforce these Terms in other instances. These Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that the Surplus.com Service will not contain any content that is prohibited by these Terms.
8. User Content
In the course of using the Surplus.com, you may transmit or otherwise make available certain content, including information about yourself, content, messages, materials, data, information, text, photos, graphics, and code or other items or materials “User Content” through interactive areas or services, such as posting items for sale, making an offer, private messaging, or other areas or services. User Content may be publicly viewable in some instances. Surplus.com reserves the right, but does not have the obligation, to remove, screen or edit any User Content posted, transmitted, or stored on the Surplus.com Service at any time and for any reason without notice. You will not and will not allow or authorize any third-party to post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwise, publish through the Surplus.com Service any of the following:
User Content that is, in Surplus.com’s judgment, disrespectful or may expose Surplus.com, Users or others to harm or liability;
User Content that may infringe the patent, trademark, trade secret, copyright, intellectual, privacy or proprietary right of any party;
Private information of any third parties, including addresses, phone numbers and payment card information;
Viruses, corrupted data or other harmful, disruptive, or destructive files; or
User Content that inhibits any other person from using or enjoying the Surplus.com Service.
You are solely responsible for creating backup copies of and replacing your User Content at your sole cost and expense. You acknowledge and agree that Surplus.com is not responsible for any errors or omissions that you make in connection with the Surplus.com Service. By submitting or posting User Content, you hereby grant to Surplus.com a non-exclusive, transferable, royalty-free, perpetual, irrevocable, sub-licensable right to use, reproduce, modify, adapt, publish, translate, sell, create derivative works from, distribute, perform, and display the User Content, and your name, company name, location and any other information you submit with the User Content, in connection with the Surplus.com Service. The use of your or any other User’s name, likeness, or identity in connection with the Surplus.com Service does not imply any endorsement thereof unless explicitly stated otherwise. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy.
You agree that Surplus.com may moderate access to and use of the Surplus.com Service in our sole discretion through any means (including, for example, blocking, filtering, deletion, delay, omission, verification, and/or termination of your access. Furthermore, we have the right to remove any posting you make on the Surplus.com Service if, in our opinion, your post does not comply with the content standards set out in Sections 7 and 8 above, and any other Surplus.com Service rules, including without limitation the . You agree not to bypass or attempt to bypass such moderation. You further agree that Surplus.com is not liable for moderating, not moderating or making any representations regarding moderating.
10. Third Party Services and Content
In using the Surplus.com Service, you may view content, utilize services, or otherwise interact with content and services provided by third parties, including, but not limited to, the Surplus.com Payment Solution provided by a third-party payment processor, the Surplus.com fulfillment solution through third-party logistics providers, links and/or connections to websites, applications or services of such parties (“Third-Party Content”). Surplus.com does not control, endorse or adopt any Third-Party Content and you acknowledge and agree that Surplus.com will have no responsibility for any Third Party Content, including without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business or other dealings or correspondence with such third parties are solely between you and the third parties. Surplus.com is not responsible or liable for any damage or loss of any sort caused, or alleged to be caused, by or in connection with any such dealings, including the delivery, quality, safety, legality or any other aspect of any good or services that you may purchase or sell to or from a third party.
Any comments or materials sent to us, including, but not limited to, ideas, questions, comments, suggestions, feedback or the like regarding the Surplus.com Service or any other products or services of Surplus.com (collectively, "Feedback"), is non-confidential and will become our sole property. We will have no obligation to you of any kind, monetary or non-monetary, with respect to such Feedback and will be free to reproduce, use, disclose, exhibit, display, transform, create derivative works from and distribute the Feedback to others without limitation or obligation. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Further, you agree not to submit any feedback that is defamatory, illegal, offensive or otherwise violates any right of any third party, or breaches any agreement between you and any third party, only in Surplus.com ‘s opinion.
12. Copyright Policy
A. Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Surplus.com has adopted a policy of terminating, in appropriate circumstances and at Surplus.com’s discretion, users who are deemed to be repeat infringers. We also may, at Surplus.com’s discretion, limit access to the Surplus.com Service and terminate access of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
B. Copyright Complaints. If you believe that anything on the Surplus.com Service infringes upon any copyright that you own or control, you may file a notification with Surplus.com’s Designated Agent as set forth below:
Designated Agent: David Green, President
Surplus.com Copyright Agent
Address of Designated Agent: 1702 S. Harbor Lane, Annapolis, MD 21401
Email Address of Designated Agent: DG@Surplus.com
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by Surplus.com or the alleged infringer as the result of Surplus.com’s reliance upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
13. Intellectual Property Rights
Unless otherwise indicated, the Surplus.com and all content, materials, information, functionality and other materials displayed, performed, contained or available on or through the Surplus.com, including, without limitation, the Surplus.com logo, and all designs, text, graphics, pictures, information, data, sound files, images, illustrations, software, other files, and the selection and arrangement thereof (collectively, the “Materials”) are the proprietary property of Surplus.com or its affiliates or licensors, and are protected by U.S. and international copyright laws and other intellectual property rights laws.
Except as otherwise provided, subject to your compliance with all of the terms and conditions of these Terms, and in consideration of your promises reflected herein (and with respect to any services requiring payment of fees, your payment of such fees), we grant to you a revocable, personal, non-exclusive, non-assignable and non-transferable license for personal, non-commercial purposes, except where explicitly provided otherwise, to (i) access and use the Surplus.com Service, (ii) cause the Materials to be displayed from a computer and/or mobile device and (iii) use the Materials, solely as permitted under these Terms (the “License”). Surplus.com and its affiliates and licensors reserve all rights not expressly granted to you in these Terms. You agree that these Terms do not grant you any rights in or licenses to the Surplus.com or the Materials, except for this express, limited License. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Materials or any other part of the Surplus.com Service or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you agree not to frame or display the Surplus.com Service or Materials (or any portion thereof) as part of any other website or any other work of authorship without our prior written permission. The License granted under this Section will automatically terminate if we suspend or terminate your access to the Surplus.com Service.
Surplus, Inc., Surplus.com, and other Surplus.com graphics, logos, page headers, buttons, icons, scripts, and service names are trademarks, registered trademarks, or trade dress of Surplus.com or its affiliates in the U.S. and/or other countries, and may not be copied, imitated, or used, in whole or in part, without Surplus.com’s prior written consent. You will not use any trademark, product or service name of Surplus.com without our prior written permission, including without limitation any metatags or other “hidden text” utilizing any trademark, product of service name of Surplus.com. All other registered trademarks and service marks are used for reference purposes only, and remain the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, and supplier or otherwise does not constitute or imply an endorsement, sponsorship or recommendation by Surplus.com.
15. Suspension; Termination.
Surplus.com may revoke or terminate your License to access or use the Surplus.com Service for any reason without notice at Surplus.com’s sole discretion. Without limiting the generality of the foregoing, we may revoke or terminate the License if you: (i) breach any obligation in these Terms or in any other agreement between you and us, (ii) violate any policy or guideline applicable to the Surplus.com Service or Materials, or any other Surplus.com product or service, or (iii) use the Surplus.com Service or the Materials other than as specifically authorized in these Terms, without our prior written permission. You will stop accessing or using the Surplus.com Service immediately if Surplus.com suspends or terminates your License to access or use the Surplus.com Service. Surplus.com reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Surplus.com Service during suspension or after termination. Surplus.com may recover its reasonable attorneys’ fees and court costs from you for such action. These Terms will remain enforceable against you while your License to access or use the Surplus.com Service is suspended and after it is terminated.
You may also terminate your License to access or use the Surplus.com Service by closing your Account at any time. For more details on how to close your Account, please refer to our FAQs.
16. Disclaimer of Warranties
A. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, THE SURPLUS.COM SERVICE, THE MATERIALS, THE PAID SERVICES, AND ANY ITEMS SOLD BY USERS THROUGH THE SURPLUS.COM SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SURPLUS.COM SERVICE, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN, AND ANY ITEMS SOLD THROUGH THE SURPLUS.COM SERVICE.
B. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER SURPLUS.COM NOR ANY OF ITS AFFILIATES OR LICENSORS, NOR THE RESPECTIVE OFFICERS, DIRECTORS, LICENSORS, EMPLOYEES OR REPRESENTATIVES OF SUCH PARTIES (COLLECTIVELY, THE "SURPLUS.COM PROVIDERS") REPRESENT OR WARRANT (I) THAT THE SURPLUS.COM SERVICE, MATERIALS OR ITEMS SOLD THROUGH THE SURPLUS.COM SERVICE WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE OR ERROR FREE; (II) THAT THE SURPLUS.COM SERVICE, MATERIALS OR ITEMS SOLD THROUGH THE SURPLUS.COM SERVICE WILL ALWAYS BE AVAILABLE OR WILL BE UNINTERRUPTED, ACCESSIBLE, TIMELY, RESPONSIVE OR SECURE; (III) THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE SURPLUS.COM SERVICE, MATERIALS OR ITEMS SOLD THROUGH THE SURPLUS.COM SERVICE WILL BE FREE FROM VIRUSES, "WORMS," "TROJAN HORSES" OR OTHER HARMFUL PROPERTIES; (IV) THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIALS AVAILABLE ON OR THROUGH THE SURPLUS.COM SERVICE; (V) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (VI) THAT THE SURPLUS.COM SERVICE, MATERIALS OR ITEMS SOLD THROUGH THE SURPLUS.COM SERVICE ARE NON-INFRINGING; OR (VII) THAT ANY BADGE IS A REPRESENTATION AS TO THE IDENTITY, CHARACTER OR INTEGRITY OF ANY PERSON, BUSINESS, OR ENTITY THAT IS ASSOCIATED WITH A BADGE.
C. YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH THE SURPLUS.COM SERVICE MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES OUTSIDE OF OUR REASONABLE CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH THE SURPLUS.COM SERVICE.
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.
17. Assumption of Risk
A. YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING AN INTERNET-BASED MARKETPLACE AND INTERACTING WITH OTHER USERS IN PERSON. WE DO NOT INVESTIGATE OR VERIFY ANY USER’S REPUTATION, CONDUCT, MORALITY, CRIMINAL BACKGROUND, OR ANY INFORMATION USERS MAY SUBMIT TO THE SERVICES (OTHER THAN IN CONNECTION WITH THE TRUYOU FEATURE DESCRIBED IN SECTION 4). YOU ARE SOLELY RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS WHEN INTERACTING WITH OTHER USERS, PARTICULARLY WHEN MEETING A STRANGER IN PERSON FOR THE FIRST TIME. IT IS POSSIBLE THAT OTHER USERS MAY ATTEMPT TO PHYSICALLY HARM OR DEFRAUD YOU OR OBTAIN INFORMATION FROM YOU FOR FRAUDULENT PURPOSES. YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, SELLING AND BUYING THROUGH SURPLUS.COM’S SERVICES (INCLUDING ALL ONLINE AND OFFLINE INTERACTIONS WITH OTHER USERS).
B. COMMUNITY MEETUP SPOTS. COMMUNITY MEETUP SPOTS ARE LOCATIONS IN WHICH A THIRD PARTY (SUCH AS A POLICE DEPARTMENT OR LOCAL STORE) HAS AGREED TO POST A COMMUNITY MEETUP SPOT SIGN. WE ENCOURAGE THIRD PARTIES TO PLACE COMMUNITY MEETUP SPOTS IN WELL-LIT LOCATIONS, WITH SURVEILLANCE AND IN GENERALLY WELL-TRAFFICKED AREAS; HOWEVER, SURPLUS.COM DOES NOT INDEPENDENTLY VERIFY THE CONDITIONS AT ANY COMMUNITY MEETUP SPOT, DOES NOT MONITOR COMMUNITY MEETUP SPOTS AND DOES NOT WARRANTY THEIR SAFETY OR CONDITION. YOUR USAGE OF COMMUNITY MEETUP SPOTS, AND ANY DISPUTE ARISING OUT OF THAT USAGE, INCLUDING AGAINST ANY THIRD PARTY POSTING A COMMUNITY MEETUP SPOT SIGN, REMAINS SUBJECT TO THE EXPRESS PROVISIONS IN SECTIONS 16-22 OF THESE TERMS OF SERVICE.
18. Limitation of Liability
A. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SURPLUS.COM OR THE SURPLUS.COM PROVIDERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (I) USE OF THE SURPLUS.COM SERVICE OR MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE CAUSED BY ANY RELIANCE ON, OR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN, ANY OF THE SURPLUS.COM SERVICE OR MATERIALS, (II) ANY INABILITY TO USE THE SURPLUS.COM SERVICE OR MATERIALS FOR WHATEVER REASON, OR (III) ANY GOODS OR SERVICES DISCUSSED, PURCHASED OR OBTAINED, DIRECTLY OR INDIRECTLY, THROUGH THE SURPLUS.COM SERVICE, EVEN IF SURPLUS.COM OR THE SURPLUS.COM PROVIDERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM (Y) RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM COMPANY, OR (Z) THAT RESULT FROM EVENTS BEYOND SURPLUS.COM’S OR THE SURPLUS.COM PROVIDERS' REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SURPLUS.COM’S RECORDS, PROGRAMS OR SERVICES.
B. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SURPLUS.COM OR THE SURPLUS.COM PROVIDERS (JOINTLY), ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE THE OFFER UP SERVICE OR OTHERWISE RELATING TO THESE TERMS EXCEED THE GREATER OF (I) ANY COMPENSATION YOU PAY, IF ANY, TO SURPLUS.COM FOR ACCESS TO OR USE OF THE SURPLUS.COM SERVICE OR MATERIALS DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (II) $100 U.S. DOLLARS.
C. THE LIMITATIONS SET FORTH IN THIS SECTION 18 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR SURPLUS.COM OR THE SURPLUS.COM PROVIDERS' GROSS NEGLIGENCE, INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT OR FRAUD.
You agree to hold harmless, defend and indemnify Surplus.com and the Surplus.com Providers from all liabilities, losses, damages, deficiencies, claims, causes of action, demands and expenses, (including, but not limited to, reasonable attorneys' fees), that are due to, arise from or otherwise relate to your conduct or your use or misuse of the Surplus.com Service or Materials, including, without limitation, any actual or threatened suit, demand or claim made against Surplus.com or any Surplus.com Provider that arises out of or relates to: (i) any intellectual property rights or other proprietary rights of any third party, (ii) your breach of these Terms including without limitation your breach of any of your representations and warranties; (iii) your use of any of the Surplus.com Service or Materials; (iv) any content that you store on or transmit through the Surplus.com Service; or (v) any items that you mail or ship in connection with the Surplus.com Service, including items sold to other Surplus.com users. Surplus.com may assume exclusive control of any defense of any matter subject to indemnification by you, and you agree to cooperate with Surplus.com in such event.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO SUBMIT TO BINDING ARBITRATION (INCLUDING A JURY TRIAL WAIVER) ANY AND ALL DISPUTES (OTHER THAN SPECIFIED INTELLECTUAL PROPERTY CLAIMS AND SMALL CLAIMS) WITH SURPLUS.COM AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SURPLUS.COM (NO CLASS ARBITRATIONS, CLASS ACTIONS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS).
A. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to a violation of Section 7 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Surplus.com agree (1) to waive your and Surplus.com’s respective rights to have any and all Disputes arising from or related to these Terms, the Surplus.com Service or the Materials, resolved in a court, and (2) to waive your and Surplus.com’s respective rights to a jury trial. Instead, you and Surplus.com agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
B. No Class Arbitrations, Class Actions or Representative Actions. You and Surplus.com agree that any Dispute arising out of or related to these Terms, the Surplus.com Service or the Materials is personal to you and Surplus.com and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Surplus.com agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Surplus.com agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
C. Federal Arbitration Act. You and Surplus.com agree that these Terms affect interstate commerce and that the enforceability of this Section 20 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
D. Notice; Informal Dispute Resolution. You and Surplus.com agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Surplus.com shall be sent by certified mail or courier to Surplus.com, Inc., Attn: Surplus.com Designated Agent, 1702 S. Harbor Lane, Annapolis, MD 21401. Your notice must include (1) your name, postal address, telephone number, the email address you use or used for your Account, and, if different, an email address at which you can be contacted, (2) a description in reasonable detail of the nature or basis of the Dispute, and (3) the specific relief that you are seeking. Our notice to you will be sent to the email address you used to register for your Account, and will include (a) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that we are seeking. If you and Surplus.com cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Surplus.com may, as appropriate and in accordance with this Section 20, commence an arbitration proceeding, or to the extent specifically provided for in section 20(A), file a claim in court.
E. Process. Except for Disputes arising out of or related to a violation of Section 7 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Surplus.com agree that any Dispute must be commenced or filed by you or Surplus.com within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and Surplus.com will no longer have the right to assert such claim regarding the Dispute). You and Surplus.com agree that (1) any arbitration will occur in Anne Arundel County, Maryland, (2) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and mediation Services (“JAMS”), which are hereby incorporated by reference, and (3) that the state or federal courts of the State of Maryland and the United States, respectively, sitting in Anne Arundel, Maryland have exclusive jurisdiction over any appeals and the enforcement of an arbitration award
F. Authority of the Arbitrator. As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (1) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (2) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
G. Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the . By agreeing to be bound by these Terms, you either (1) acknowledge and agree that you have read and understand the rules of JAMS, or (2) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
H. Severability. If any term, clause or provision of this Section 20 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 20 will remain valid and enforceable. Further, the waivers set forth in Section 20(B) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
I. Opt-Out Right. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 20 by writing to: Surplus.com, Inc., Attn: Surplus.com Designated Agent, 1702 S. Harbor Lane, Annapolis, MD 21401. In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt-out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 21.
21. Governing Law; Venue.
These Terms, your access to and use of the Surplus, Inc. and Surplus.com Services and Materials shall be governed by and construed and enforced in accordance with the laws of the State of Maryland without regard to conflict of law rules or principles, whether of the State of Maryland. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Maryland and the United States, respectively, sitting in Anne Arundel, Maryland. (Surplus.com cannot follow all laws in all countries in the world. IF you have a specific law you would like us to try to follow please let us know. We will see if there is a way to add it in, but at your costs.)
A. Entire Agreement; Order of Precedence. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Surplus.com Service. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with Surplus, Inc., Surplus.com for the Surplus.com Service or for any other Surplus.com product, feature, service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with Surplus.com, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.
B. Amendments. We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending you an email and/or by posting the amended Terms via the Surplus.com Service and updating the “Last Updated” date at the top of these Terms. All amended Terms will become effective immediately on the date they are posted to the Surplus.com Service unless we state otherwise via our notice of such amended Terms. Any amended Terms will apply prospectively to use of the Surplus.com Service after such changes become effective. Your continued use of the Surplus.com Service following the effective date of such changes will constitute your acceptance of such changes. If you do not agree to any amended Terms, you must discontinue using the Surplus.com Service.
C. Severability. If any provision of these Terms is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.
D. Waiver. Our failure or delay in exercising any right, power or privilege under these Terms will not operate as a waiver thereof.
E. Relationship. Surplus.com is an independent contractor for all purposes, and is not your agent or trustee. You are not an agent of Surplus.com.
F. Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Surplus.com, including by operation of law or in connection with any change of control. Surplus.com may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
G. Headings. Headings of sections are for convenience only and will not be used to limit or construe such sections.
H. Survival. Sections 16 (Disclaimer of Warranties), 18 (Limitation of Liability), 19 (Indemnity), 20 (Arbitration), 21 (Governing Law; Venue), this Section 22 (Miscellaneous), and any other term that, by its nature, should survive, will survive any termination or expiration of these Terms.
No Part of this Terms and Agreement can be copied, Copyright 2018.
Surplus, Inc., Surplus.com®, Print Leaders, DavidGreenRealty
All rights reserved 1993-2018