Terms and Conditions - User Agreement

 

This User Agreement, the Mobile Application Terms of Use, and all policies and additional terms posted on and in our sites, applications, tools, and services (collectively "Services") set out the terms on which Surplus-Gy offers you access to and use of our Services. The Mobile Application Terms of Use, all policies, and additional terms posted on and in our Services are incorporated into this User Agreement. You agree to comply with all terms of this User Agreement when accessing or using our Services.

The entity you are contracting with is Surplus-Gy Inc., Head quartered at Lot 45 Evans Street, Charlestown, Georgetown, Guyana, South America.

Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see "Disclaimer of Warranties; Limitation of Liability" and "Legal Disputes" provisions below). It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt out of the Agreement to Arbitrate. If you do not opt out: (1) you will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

2. About Surplus-Gy

Surplus-Gy is a marketplace that allows users to offer, sell, and buy goods and services in various geographic locations locally and globally, seeking to use a simple, but may also use a variety of pricing formats. Surplus-Gy is not a party to contracts for sale between third-party Vendors and online shoppers, nor is Surplus-Gy an auctioneer of any sort.

Any guidance Surplus-Gy provides as part of our Services, such as pricing, shipping, listing, and sourcing is advisory, and you may decide to follow it or not. We may use artificial intelligence or AI-powered tools and products to provide and improve our Services, to offer you a customized and personalized experience, to provide you with enhanced customer service, and to enhance fraud detection; availability and accuracy of these tools are not guaranteed. We may help facilitate the resolution of disputes between online shoppers and Vendors through various programs. Unless otherwise expressly provided, Surplus-Gy has no control over and does not guarantee: the existence, quality, safety, or legality of items advertised; the truth or accuracy of users' content or Items; the ability of Vendors to sell items; the ability of online shoppers to pay for items; or that a buyer or vendor will complete a transaction or return an item.

3. Using the Surplus-Gy e-commerce platform

In connection with using or accessing our Services you agree to comply with this User Agreement, our policies, our terms, and all applicable laws, rules, and regulations, and you will not:

• breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status.
• use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services or are a person with whom transactions are prohibited under economic or trade sanctions.
• fail to pay for items purchased by you, unless you have a valid reason as set out in a Surplus-Gy policy, for example, where the vendor has materially changed the item's description after you bid.
• fail to deliver items sold by you, unless you have a valid reason as set out in a Surplus-Gy policy.
• manipulate the price of any item or interfere with any other user's Items.
• take any action that may undermine the feedback or ratings systems.
• transfer your Surplus-Gy account (including feedback) and user ID to another party without our consent.
• share your log in credentials with any third parties. If you require that authorized third parties (employees, agents, etc.) have access to your account we offer a program for that purpose. Please contact our admin team for more information.
• create Items or provide us with content in inappropriate categories or areas of our sites.
• engage in gambling.
• provide us with content that is false, inaccurate, misleading, deceptive, defamatory, libelous, illegal, inappropriate, harmful, or violates and/or infringes the rights of others.
• distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes.
• distribute viruses or any other technologies that may harm Surplus-Gy or the interests or property of users.
• use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of Surplus-Gy.
• circumvent any technical measures used to provide our Services.
• interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure.
• export or re-export any Surplus-Gy application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions.
• infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to Surplus-Gy. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Surplus-Gy or someone else.
• infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post content that does not belong to you.
• commercialize any Surplus-Gy application or any information, data, or software associated with such application, except with the prior express permission of Surplus-Gy; or
• harvest or otherwise collect or use information about users without their consent.

Vendors must meet Surplus-Gy's minimum performance standards. Failure to meet these standards may result in Surplus-Gy charging Vendors additional fees, and/or limiting, restricting, suspending, or downgrading your vendor account.

If we believe you are violating this User Agreement or any of our policies, or abusing Surplus-Gy and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote Items, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services. We may offer a process allowing users to report claimed violations for us to consider and handle through one or more of these options, all in our sole discretion.

If we believe you are violating our policies you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on Items and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement. Also, as provided below in the Fees and Taxes section, if we believe you are violating our policy you may be charged final value fees.

We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.

4. Policy Enforcement

When a buyer or vendor issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both online shoppers and Vendors. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate this agreement with anyone, for any reason at our discretion.

5. Fees and Taxes

We charge Vendors for the use of our Services. In some cases, where online shoppers receive supplemental Services such as authentication or storage Services for items in certain categories, we may also charge those online shoppers for such supplemental Services.

The fees we charge Vendors for using our Services to sell goods and services are listed on our Selling fees pages. We may change our selling fees from time to time by posting the changes on the Surplus-Gy site fourteen (14) days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.

If you are a vendor, you are liable for fees arising out of all sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of Surplus-Gy. In particular, if you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of Surplus-Gy, you may be liable to pay a final value fee applicable to that item, even if the item doesn't sell, given your usage of our Services for the introduction to a buyer.

6. Listing Conditions

When listing an item for sale on our Services, you agree to comply with Surplus-Gy's Listing policies and also agree that:

• You assume full responsibility for the item offered and the accuracy and content of the listing, including listing content created using tools offered by Surplus-Gy or third parties such as translation, image editing, and generative artificial intelligence tools.
• Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). Surplus-Gy can't guarantee exact listing duration.
• If we charge you a fixed-price Items it may renew automatically every calendar month, based on the listing terms at the time, until all quantities sell, or the listing is ended by you or Surplus-Gy, in its sole discretion.
• The content you provide complies with all our listing policies, including the Images, videos and text standards.
• Content that violates any of Surplus-Gy's policies may be modified, obfuscated, or deleted at Surplus-Gy's sole discretion.
• We may revise Items to supplement, remove, or correct information.
• We strive to create a marketplace where online shoppers find what they are looking for. Therefore, the appearance or placement of Items in search and browse results will depend on a variety of factors, including, but not limited to:
  • buyer's location, search query, browsing site, and history.
  • item's location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query.
  • vendor's history, including listing practices, Detailed Vendor Ratings, Surplus-Gy policy compliance, feedback, and defect rate; and
  • number of Items matching the buyer's query.
• For items listed in certain categories, subject to certain programs, and/or offered or sold at certain price points, Surplus-Gy may require the use of certain payment methods, subject to our Payments policy. For example, for inventory covered by authentication or storage services, buyer and Vendors may be subject to escrow and/or payment handling requirements.
• You will not sell and will promptly remove all Items for any product recalled by a manufacturer or governmental agency if the sale of the product is prohibited by law or regulation or if the product poses a health or safety hazard as specified by any governmental agency. Surplus-Gy has no responsibility or liability for the safety or performance of any product that you list or sell using our Services, including any product that is subject to a recall. You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of, any product you list or sell using our Services.
• Surplus-Gy may publish and promote your Items, including related content such as username, product reviews and feedback, in any format and through any channel, including across any Surplus-Gy Services, our partners, or third-party property or advertising medium; and
• Selling fees do not purchase exclusive rights to item exposure on our Services. We may display third-party advertisements (including links and references thereto) or other content in any part of our Services, including Items, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, Vendors.

7. Purchase Conditions

When buying an item using our platform, you agree to the Rules and policies for online shoppers and that:

• You are responsible for reading the full item listing before buying or committing to buy.
• You enter a legally binding contract to take possession of an item after you have paid for the item.

8. International Buying and Selling; Translation

Given the nature of Surplus-Gy's global marketplace, Items may be viewed and purchased by, and shipped to, online shoppers around the world. Many of our Services are accessible internationally. We offer certain programs, tools, and experiences of particular interest to international Vendors and online shoppers, such as estimated local currency conversion and international shipping calculation tools. Except for issues relating to international sanctions to which Guyana is a signatory, or issues relating to supply chain and logistics or other security risks, not necessarily of a geopolitical nature, Surplus-GY does not allow for the exclusion of international vendors or shoppers.

Vendors and online shoppers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.

For Vendors, you agree that we may display your listing for sale on a Surplus-Gy affiliate or partner site other than the site where you listed your item for sale, based on your shipping settings. If you sell an item on a Surplus-Gy site that is different from your registration or listing site, you are subject to the User Agreement and applicable policies, including any buyer protection programs, of that other Surplus-Gy site with respect to that particular sale, as detailed in the International selling policy.

You authorize us to use automated tools to translate your Surplus-Gy content, including member-to-member communications, in whole or in part, into local languages where such translation solutions are available. We may provide you with tools which will enable you to translate content at your request. The accuracy and availability of any translation are not guaranteed.

One of the ways we make Surplus-Gy.com Items available to international online shoppers is through the Surplus-Gy International Shipping Program ("EIS"). EIS enables online shoppers to obtain parcel processing, international shipping, and customs clearance services. It is facilitated by Surplus-Gy through third-party service providers that Surplus-Gy has contracted with to operationalize the program. By listing your item on Surplus-Gy.com you agree to the EIS Terms and Conditions. 

9. Content

When you provide content using our Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, including development of new offerings as part of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights, including any moral rights, in that content against Surplus-Gy, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that content in connection with our provision, expansion, and promotion of our Services.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate, appropriate, and legal. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. Surplus-Gy takes no responsibility and assumes no liability for any content provided by you or any third party.

We offer product data (including images, descriptions and specifications) that are provided by third parties (including Surplus-Gy users). You may use that content solely in your Surplus-Gy Items. Surplus-Gy may modify or revoke such permission at any time in our sole discretion. The product data includes copyrighted, trademarked, and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your Items).

We try to offer reliable product data, but we cannot promise that the content provided through our Services will always be available, accurate, complete, and up-to-date. You agree that Surplus-Gy is not responsible for examining or warranting the Items or content provided by third parties through our Services, and that you will not attempt to hold us or our data providers liable for inaccuracies.

The name "Surplus-Gy" and other Surplus-Gy marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Surplus-Gy in Guyana and other countries. They may not be used without the express written prior permission of Surplus-Gy.

10. Holds and Restricted Funds

To protect Surplus-Gy from risk of liability for your actions as a vendor, Surplus-Gy Payments Entities (as defined below) may restrict access to your funds as described in the Payments Terms of Use.

11. Authorization to Contact You; Recording Calls; Analyzing Message Content

Surplus-Gy may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. Surplus-Gy may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. Our collection, use, disclosure, retention, and protection of your personal information is governed by our User Privacy Notice. As described in our User Privacy Notice, Surplus-Gy may collect other telephone numbers for you and may place manual non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits. You may change your marketing communications preference for calls at any time, including through the Communication Preferences section of your My Surplus-Gy. You may also opt-out of a specific text marketing campaign by replying "STOP" to such marketing text message.

Surplus-Gy may share your telephone number with its authorized service providers as stated in our User Privacy Notice. These service providers may contact you using autodialed or prerecorded calls and text messages, only as authorized by Surplus-Gy to carry out the purposes identified above.

Surplus-Gy may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Surplus-Gy or its agents for quality control and training purposes, or for its own protection.

Surplus-Gy's automated systems scan and analyze the contents of every message sent through its messaging platforms (including but not limited to chat and email channels), including messages between users, to: (i) detect and prevent fraudulent activity or violations of Surplus-Gy's User Agreement, including the incorporated terms, notices, rules, and policies and (ii) provide and improve our Services. This may result in a manual review of messages sent through our messaging tools. This scanning and analysis may occur before, during, or after the message is sent, or while in storage, and may result in your message being delayed or withheld. Surplus-Gy may store message contents, including to conduct this scanning and analysis.

Privacy of Others; Marketing

If Surplus-Gy provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose or distribute a user's information to a third party for purposes unrelated to our Services. Additionally, you may only send marketing communications to users who have consented to receive them in accordance with applicable laws, and only using Surplus-Gy Services.

13. Additional Terms

Returns and cancellations for Vendors

Vendors can create rules to automate replacements, returns, and refunds under certain circumstances. For all new Vendors, in Items where returns are accepted, Surplus-Gy will set a default rule that automates the return process. Vendors may remove or customize their return preferences in their account settings within My Surplus-Gy. Where settings have been set to automatically accept requests for returns or replacements, a Surplus-Gy-generated return shipping label will be provided to your buyer. You agree to comply with our returns policy.

When an item is returned or if a transaction is canceled after payment has been completed, Surplus-Gy may issue a refund to the buyer on the vendor's behalf and charge the vendor for the refund.

Additionally, Surplus-Gy may charge Vendors for the cost of return shipping labels and/or other reasonable fees from Vendors when:

• A Surplus-Gy-generated return shipping label is used, and the vendor is responsible for its cost.
• Returns have been automated.
• The vendor fails to send the buyer a return shipping label and, instead, a Surplus-Gy-generated shipping label is used; and/or
• The item is not as described in the listing and is returned in accordance with Surplus-Gy Money Back Guarantee or other applicable terms.

Surplus-Gy or Surplus-Gy Payment Entities may invoice Vendors for these charges and collect such charges as described in the Payments Terms of Use.

All vendor cancellations of orders must be in accordance with our Order cancellation policy.

Returns and cancellations for online shoppers

Online shoppers generally do not have the right to cancel an order. Online shoppers can request to cancel an order on Surplus-Gy within the time period and as provided in our Order cancellation policy, and the vendor will have 3 days to accept or decline the request. If the order cannot be canceled, online shoppers may still be permitted to return the item if the item is eligible for return.

In certain instances, a buyer may be responsible for the cost of return shipping for an item returned to a vendor. If the buyer is responsible for the return shipping costs, the buyer may elect to use a Surplus-Gy-generated shipping label or purchase a shipping label directly from a carrier. By choosing to use a Surplus-Gy-generated shipping label, you (as a buyer) agree that Surplus-Gy may deduct the cost of the shipping label from the refund owed to you.

Surplus-Gy Money Back Guarantee

Most sales on the Surplus-Gy platform go smoothly, but if there's a problem with a purchase covered by Surplus-Gy Money Back Guarantee, online shoppers can get their money back if an item didn't arrive, is faulty or damaged, or doesn't match the listing. You agree to comply with the policy and permit us to make a final decision on any Surplus-Gy Money Back Guarantee case.

If you (as vendor) choose to reimburse a buyer, or are required to reimburse a buyer or Surplus-Gy under the Surplus-Gy Money Back Guarantee, Surplus-Gy or Surplus-Gy Payments Entities may invoice you in the amount of the reimbursement, or collect the amount of the reimbursement from you as described in the Payments Terms of Use. If we cannot get reimbursement from you, we may collect the outstanding sums using other collection mechanisms, including retaining collection agencies.

We may suspend the Surplus-Gy Money Back Guarantee in whole or in part without notice if we suspect abuse or interference with the proper working of the policy. You agree to make us whole for any losses, including expenses we incur to recoup such losses, arising out of your abuse of the Surplus-Gy Money Back Guarantee, or any fraud you commit in connection with the Surplus-Gy Money Back Guarantee.

Recommendations

Surplus-Gy may offer personalized recommendations to you to provide a relevant and engaging experience, helping you sell or buy items of interest to you. These recommendations may consider data related to your Surplus-Gy activity, the item, and seasonality, among other factors.

14. Payment Services

Payments for goods and services sold using our Services are facilitated by designated Surplus-Gy entities (each, an "Surplus-Gy Payment gateways") pursuant to the Payments Terms of Use. You agree to the Payments Terms of Use to the extent applicable to you. To receive payment for an item sold using our Services, you must accept and comply with the Payments Terms of Use, including the requirements to provide to Surplus-Gy Payment Entities information about you, your business, and the financial account you will use to receive payments.

If you are a buyer:

• You may pay for items and services using the payment methods that the Surplus-Gy Payment Entities make available, and the Surplus-Gy Payment Entities will manage settlement of the payment to Vendors. The Surplus-Gy Payment Entities will collect the transaction amount on behalf of the vendor by charging your selected payment method. Accordingly, payments received by the Surplus-Gy Payment Entity from you will satisfy your obligations to pay the vendor in the amount of payments received;
• In certain instances, your transaction may be declined, frozen, or held for any reason including for suspected fraud, Anti-Money Laundering ("AML") compliance, compliance with economic or trade sanctions, in connection with Surplus-Gy's internal risk controls or due to potential violations of any policy of Surplus-Gy or the Surplus-Gy Payment Entity, or a policy of one of the Payment Entity's third-party payment services providers;
• Surplus-Gy, the Surplus-Gy Payment Entity or its affiliates may save payment information, such as credit card or debit card numbers, and card expiration dates, entered by you on our Services when you make a purchase, redeem a coupon, or make any other transaction on our Services where card information is entered. Such stored payment information may be used as your default payment method for future transactions on our Services. At any time, you can update your card information or enter new card information, at which point the new card information shall be stored as your default payment method. You may make changes to your default payment method through the payment section in My Surplus-Gy. You are responsible for maintaining the accuracy of information we have on file, and you consent to Surplus-Gy updating such stored information from time to time based on information provided by you, your bank or other payments services providers. You will only provide information about payment methods that you are authorized to use. By placing a payment method on file with us, you authorize Surplus-Gy Payment Entities to charge your payment method(s) for any and all amounts arising from your use of our Services, including charges to recover the proceeds of any fraud perpetrated by you, or charges necessary to recoup amounts refunded to you in error;
• You may seek returns or cancellations on our Services, or file Surplus-Gy Money Back Guarantee claims on our Services. If you are entitled to a refund, the Surplus-Gy Payment Entities will issue the refund if the Surplus-Gy Payment Entities processed the original payment. Refund timing may vary in accordance with the rules of third parties, such as credit and debit card networks;
• You agree to comply with, and not cause a third party to violate, all applicable laws, regulations, rules and terms and conditions in connection with the use of the services provided by the Surplus-Gy Payment Entities. You understand that some third parties, such as credit and debit card issuers, credit and debit card networks and payments services providers, may have their own terms and conditions for the payment or settlement methods you choose to use in connection with managed payments transactions. Failure to abide by third-party terms and conditions may result in fees assessed to you (for example, currency conversion fees from your credit card issuer if the transaction currency is different from your credit card currency) or other actions taken by such third parties, and you agree that the Surplus-Gy Payment Entity has no control over, or responsibility or liability for, such fees or actions.

15. Disclaimer of Warranties; Limitation of Liability

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Transaction update and other notification functionality in Surplus-Gy's applications may not occur in real time. Such functionality is subject to delays beyond Surplus-Gy's control.

YOU AGREE THAT YOU ARE MAKING USE OF OUR SERVICES AT YOUR OWN RISK, AND THAT THEY ARE BEING PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SURPLUS-GY (INCLUDING OUR PARENT, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES) BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CLAIM AT LAW OR IN EQUITY FOR ANY CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES), AND ALL SUCH DAMAGES OR LOSSES ARE EXPRESSLY EXCLUDED BY THIS USER AGREEMENT WHETHER OR NOT THEY WERE FORESEEABLE OR SURPLUS-GY WAS ADVISED OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE (INCLUDING OUR PARENT, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES) ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD US RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM:

• the content you provide (directly or indirectly) using our Services.
• your use of or your inability to use our Services.
• pricing, shipping, format, or other guidance provided by Surplus-Gy.
• delays or disruptions in our Services.
• viruses or other malicious software obtained by accessing or linking to our Services.
• glitches, bugs, errors, or inaccuracies of any kind in our Services.
• damage to your hardware device from the use of any Surplus-Gy Service.
• the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items.
• a suspension or other action taken with respect to your account or breach of the Using Surplus-Gy section above.
• the duration or manner in which your Items appear in search results as set out in the Listing Conditions section above; or
• your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greatest of:

1. any amounts due under the Surplus-Gy Money Back Guarantee up to the price the item sold for on Surplus-Gy (including any applicable sales tax) plus its original shipping costs,
2. the amount of fees in dispute, not to exceed the total fees you paid to us in the 12 months prior to the action giving rise to the liability, or
3. $500.

16. Release

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

17. Indemnity

You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, and agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of our Services or your breach of any law or the rights of a third party.

18. Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND SURPLUS-GY HAVE AGAINST EACH OTHER ARE RESOLVED.

In this Legal Disputes section, the term "related third parties" includes your and Surplus-Gy's respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, Surplus-Gy's, and these entities' respective employees and agents.

You and Surplus-Gy each agree that any and all claims or disputes at law or equity that has arisen, or may arise, between you and Surplus-Gy (or any related third parties) that relate in any way to or arise out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of Surplus-Gy or its agents, or any products or services sold, offered, or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes section.

A. Applicable Law

You agree that, except to the extent inconsistent with or preempted by the laws of Guyana, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Surplus-Gy, except as otherwise stated in this User Agreement.

B. Agreement to Arbitrate

You and Surplus-Gy each agree that any and all disputes or claims that have arisen, or may arise, between you and Surplus-Gy (or any related third parties) that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to our Services, the actions of Surplus-Gy or its agents, or any products or services sold, offered, or purchased through our Services shall be resolved exclusively through final and binding arbitration, rather than in court, subject to any exemptions listed in this section.

1. Exemption - Small Claims Court Claims

Notwithstanding the parties' agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction and on an individual (non-class) basis only. If a party initiates an arbitration asserting a claim that falls within the jurisdiction of a small claims court, the other party may, in its discretion, require that the arbitration demand be withdrawn and that the claim be filed in small claims court.

Any dispute about whether a claim falls within any given small claims court's jurisdiction will be resolved by that court, not by an arbitrator. In the event of any such jurisdictional dispute, the arbitration proceeding will remain closed unless and until the small claims court issues a decision that the claim should proceed in arbitration.

 

1. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND SURPLUS-GY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND SURPLUS-GY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF SOUGHT BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT BE GRANTED TO OR AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court (pursuant to Section 18.C below), subject to your and Surplus-Gy's right to appeal the court's decision. All other claims will be arbitrated.

1. Arbitration Procedures

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individualized basis that a court can award to an individual. An arbitrator will apply the terms of the User Agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate.

A party who intends to seek arbitration must first send to the other, by certified mail, a valid Notice of Dispute ("Notice"). The Notice to Surplus-Gy must be sent to Surplus-Gy Inc., Attn: Customer Service Centre, Re: Notice of Dispute 45 Evans Street, Charlestown, Georgetown. Surplus-Gy will send any Notice to you to the physical address we have on file associated with your Surplus-Gy account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and complete all information on the Notice form, including a description of the nature and basis of the claims you are asserting, the specific relief sought, and the email address and phone number associated with your account.

If you and Surplus-Gy are unable to resolve the claims described in a valid Notice within 30 days after Surplus-Gy receives that Notice, you or Surplus-Gy may initiate arbitration or small claims proceedings.

Costs of Arbitration

Payment of all filing, administration and arbitrator fees will be governed by the relevant arbitration rules, unless otherwise stated in this Agreement to Arbitrate. If you complied with the Notice of Dispute procedures of Section 3 of this Agreement ("Arbitration Procedures"), and the value of the relief sought is $10,000 or less, at your request, Surplus-Gy will pay all administration and arbitrator fees associated with the arbitration. Any request for payment of fees by Surplus-Gy should be submitted by mail with your Demand for Arbitration and Surplus-Gy will make arrangements to pay administration and arbitrator fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Surplus-Gy for all fees associated with the arbitration that have been paid by Surplus-Gy on your behalf that you otherwise would have been obligated to pay.

1. Severability

If an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.

1. Opt-Out Procedure

IF YOU ARE A NEW USER OF OUR SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO SURPLUS-GY INC., ATTN: LITIGATION DEPARTMENT, RE: OPT-OUT NOTICE, 583 WEST SURPLUS-GY WAY, DRAPER, UT 84020.

For your convenience, we are providing an Opt-Out Notice form. You must complete, sign and mail that to us in order to opt out of the Agreement to Arbitrate. You must complete the Opt-Out Notice form by providing the information called for in the form, including your name, address (including street address, city, state, and zip code), and the user ID(s) and email address(es) associated with the Surplus-Gy Service account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of this User Agreement and its Legal Disputes section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

1. Future Amendments to the Agreement to Arbitrate

Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Surplus-Gy prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Surplus-Gy. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.Surplus-Gy.com at least 30 days before the effective date of the amendments and by providing notice through the Surplus-Gy Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.

C. Judicial Forum for Legal Disputes

If the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute between you and Surplus-Gy will be resolved exclusively by a magistrate court located in Guyana, for the purpose of litigating all such claims, disputes, or matters.

 

19. General

Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on www.Surplus-Gy.com.

Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

We may amend this User Agreement at any time by posting the amended terms on www.Surplus-Gy.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days' notice by posting the amended terms. Additionally, we will notify you through the Surplus-Gy Message Centre and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a Surplus-Gy representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

Without limiting Surplus-Gy's ability to refuse, modify, or terminate all or part of our Services, Surplus-Gy may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.

The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on the Surplus-Gy Service.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.

The User Agreement and all terms and policies posted through our Services set forth the entire understanding and agreement between you and Surplus-Gy, and supersede all prior understandings and agreements of the parties.

The following sections survive any termination of this User Agreement: Fees and Taxes, Content, Holds and Restricted Funds, Additional Terms, Payment Services, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.