OFFLOADIT Incorporated
PO Box 2891
Atascadero, CA 93422
info@offloadit.com
Effective Date: June 19, 2026 | Version 2.0
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE OFFLOADIT PLATFORM, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM. THESE TERMS INCLUDE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS.
These Terms and Conditions ("Agreement") are entered into between you ("User," "Buyer," or "Seller") and OFFLOADIT Incorporated ("OFFLOADIT," "we," "us," or "our"), a corporation organized under the laws of the State of California, with its principal mailing address at PO Box 2891, Atascadero, CA 93422 (info@offloadit.com).
OFFLOADIT operates an online marketplace and mobile application (iOS and Android) (collectively, the "Platform") that connects contractors, builders, subcontractors, suppliers, and other construction industry professionals and consumers to buy and sell surplus, used, or excess building materials, construction equipment, machinery, and related goods ("Items"). OFFLOADIT also offers Bulk Offloadit auction services for high-volume sellers.
CRITICAL: OFFLOADIT is a two-sided technology marketplace ONLY and is NOT a party to any transaction between Buyers and Sellers. OFFLOADIT does not own, possess, inspect, store, buy, or sell any Items. All transactions are exclusively between Buyers and Sellers. OFFLOADIT provides technology infrastructure to facilitate connections and is not responsible for the acts or omissions of any User.
By creating an account, accessing, browsing, or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement and OFFLOADIT's Privacy Policy. If using the Platform on behalf of a business, you represent you have authority to bind that entity.
The Platform is intended solely for users who are eighteen (18) years of age or older. By using the Platform, you represent and warrant that you are at least 18 years old and legally capable of entering into binding contracts.
If using the Platform for business purposes, you represent that: (a) your organization is duly formed and in good standing; (b) you have authority to bind your organization; and (c) your use complies with all applicable laws, regulations, and licensing requirements in your jurisdiction.
You agree to: (a) provide accurate, current, and complete information; (b) maintain and update your account information promptly; (c) maintain confidentiality of your credentials; (d) accept responsibility for all account activity; and (e) notify OFFLOADIT immediately of unauthorized use. OFFLOADIT may refuse, suspend, or terminate any account at its sole discretion.
OFFLOADIT may require Users to verify their identity, business license, or other credentials before listing Items or completing Transactions. OFFLOADIT does not guarantee the identity or credentials of any User and expressly disclaims liability for User misrepresentations.
You may not use the Platform if: (a) you are located in or a national of any country subject to U.S. government embargo or sanctions; (b) you are on any U.S. government denied-party list; or (c) applicable law prohibits your use of the Platform.
Each Seller, by posting a Listing, represents, warrants, and covenants that:
Sellers may not list Items that are: stolen or obtained through unlawful means; subject to recall or condemnation; hazardous without proper disclosure and compliance; subject to export restrictions; counterfeit or materially misrepresented; subject to uncleared intellectual property rights; or otherwise prohibited by applicable law.
SELLERS BEAR SOLE AND EXCLUSIVE RESPONSIBILITY for the accuracy of their Listings, the condition of Items sold, the transfer of clear title, and all representations made to Buyers. OFFLOADIT expressly disclaims any responsibility for inaccurate, misleading, or fraudulent Listings. SELLERS SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS OFFLOADIT from any and all claims arising from or related to their Listings, Items, or conduct.
Sellers must clearly disclose in each Listing: (a) actual condition (new, used, damaged, as-is); (b) all known defects, damage, or material limitations; (c) presence of hazardous materials or environmental conditions; (d) any legal encumbrances or transfer restrictions; and (e) any limitations on inspection, warranty, or return. OFFLOADIT may remove non-compliant Listings without notice.
Upon Transaction completion, Sellers must: (a) make Items available within the stated timeframe; (b) pack Items appropriately if shipping; (c) provide accurate pickup or shipping information; and (d) communicate promptly with Buyers. Failure to fulfill may result in account suspension, negative feedback, and financial penalties.
Title to and risk of loss of any Item passes from Seller to Buyer upon physical delivery to Buyer or Buyer's designated carrier. For shipped Items, risk of loss passes upon Seller's tender to the carrier, unless otherwise agreed in writing. OFFLOADIT is not responsible for Items lost or damaged during transit.
Each Buyer represents, warrants, and covenants that: (a) you have the legal right and authority to purchase the Item; (b) you will pay the agreed price in full, including applicable taxes, Fees, and shipping; (c) you will inspect Items prior to purchase when practicable; and (d) your purchase complies with all applicable laws.
OFFLOADIT strongly recommends that Buyers independently inspect all Items before completing any purchase, particularly for equipment and high-value goods. Buyers purchase Items "AS-IS, WHERE-IS" unless a written Seller warranty is expressly provided. OFFLOADIT does not independently verify Item condition.
BUYERS ACKNOWLEDGE THAT OFFLOADIT DOES NOT INSPECT, CERTIFY, OR GUARANTEE ANY ITEMS. BUYERS ASSUME ALL RISK ASSOCIATED WITH THE PURCHASE, CONDITION, USE, AND TRANSPORT OF ITEMS. OFFLOADIT EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ITEM QUALITY, SAFETY, OR FITNESS FOR A PARTICULAR PURPOSE.
OFFLOADIT charges fees that may include transaction fees, listing fees, subscription fees, promotional fees, and auction services fees. Current fee schedules are posted on the Platform and may be updated with notice. Continued use after a fee update constitutes acceptance.
Payments are processed by third-party payment processors (including Stripe, Inc.). By using the Platform, you agree to the applicable payment processor's terms and privacy policy. OFFLOADIT is not responsible for errors, delays, or failures by payment processors. Payment processors maintain PCI-DSS compliance and handle all payment security.
Sellers receive payouts of sale proceeds less OFFLOADIT's Fees, any elected Habitat Donation, and any amounts withheld for chargebacks, disputes, or compliance holds, within the timeframe specified by the payment processor. OFFLOADIT may withhold payouts pending dispute resolution or compliance review. Payout timelines are governed by payment processor policies and are not guaranteed by OFFLOADIT.
Sellers are FULLY RESPONSIBLE for all chargebacks initiated by Buyers. Upon chargeback: (a) OFFLOADIT will deduct the chargeback amount plus all processor chargeback fees from Seller's balance or future payouts; (b) OFFLOADIT may investigate and suspend the Seller's account; (c) Sellers with excessive chargeback rates may be permanently terminated and reported to law enforcement and fraud databases. Sellers must respond promptly to all chargeback disputes. Abuse of the chargeback process by Buyers constitutes fraud and will result in immediate account termination.
All sales are final unless the Seller expressly offers a written return/refund policy in the Listing. OFFLOADIT does not guarantee or enforce Seller return policies. In cases of material misrepresentation or fraud, Buyers may report to OFFLOADIT, which may facilitate dispute resolution at its discretion but is not obligated to do so.
The following is strictly prohibited and constitutes grounds for immediate account termination, withholding of funds, and referral to law enforcement:
For confirmed fraud or abuse, OFFLOADIT may, without prior notice: (a) immediately suspend or permanently terminate accounts; (b) withhold all pending payouts; (c) report to law enforcement, regulators, and payment processors; (d) pursue all available legal remedies; and (e) report to credit bureaus and industry fraud databases. OFFLOADIT is not liable for losses caused by fraud perpetrated by other Users.
OFFLOADIT may collect and remit sales tax as a marketplace facilitator in jurisdictions requiring it. Where applicable, sales tax is automatically calculated and added at checkout. In jurisdictions where marketplace facilitator laws do not apply, Sellers are solely responsible for determining, collecting, and remitting all applicable sales taxes.
Sellers are independently responsible for all tax obligations arising from Platform use, including: federal and state income taxes; self-employment taxes; sales taxes where not collected by OFFLOADIT; business license taxes; and all other applicable federal, state, or local tax obligations. OFFLOADIT does not provide tax advice. Consult a qualified tax professional.
OFFLOADIT or its payment processor may issue Form 1099-K to Sellers meeting IRS reporting thresholds. Sellers must provide accurate Taxpayer Identification Numbers (TIN) upon request. Failure to provide accurate tax information may result in backup withholding and/or account suspension.
For Items shipped across state lines, Sellers are responsible for: (a) compliance with all applicable federal and state shipping laws, including DOT hazardous materials regulations; (b) accurate representation of Item weights, dimensions, and handling requirements; (c) compliance with state-specific licensing and permitting requirements in the destination state; (d) obtaining appropriate cargo insurance; and (e) compliance with all carrier requirements. OFFLOADIT is not a freight broker or carrier and bears no responsibility for shipping arrangements, costs, insurance, or carrier performance.
Sellers may not ship Items that: are hazardous materials without full DOT/EPA compliance; require unmet permits or regulatory clearance; or are prohibited from interstate commerce under applicable federal or state law.
The Platform is operated by OFFLOADIT Incorporated and is primarily intended for Users located within the United States. This Agreement is governed by U.S. federal law and the laws of the State of California.
Users accessing the Platform from outside the United States do so at their own risk and bear sole responsibility for compliance with all applicable local laws, including import/export laws, data protection regulations, and tax laws. OFFLOADIT makes no representation that the Platform or any Items are appropriate for use outside the United States. Certain features may be restricted for non-U.S. Users.
OFFLOADIT may in the future establish separate legal entities to operate international versions of the Platform. Operations, terms, and conditions applicable to international entities will be governed by separate agreements specific to those entities and jurisdictions. This Agreement applies solely to OFFLOADIT Incorporated's U.S. operations.
Users may not use the Platform to export or re-export any Item in violation of U.S. export control laws (including EAR) and OFAC regulations. Users represent they are not on any U.S. denied-party list and that Items will not be resold or transferred to any prohibited destination, entity, or individual.
Sellers may elect to donate a designated percentage of sale proceeds to Habitat for Humanity ReStore. Participation is entirely voluntary and elected by the Seller.
Upon election: (a) the donation percentage is deducted from Seller's net proceeds after Platform Fees; (b) the donation amount is transferred to the designated Habitat for Humanity ReStore organization; and (c) a donation record is made available to the Seller.
OFFLOADIT does not provide tax advice and makes no representation regarding the deductibility of Donation Program contributions. Sellers should consult a qualified tax professional. OFFLOADIT acts solely as a conduit for donations and retains no portion.
All Platform content, trademarks, logos, software, design elements, and text are the exclusive property of OFFLOADIT Incorporated, protected by U.S. and international intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access the Platform solely for its intended purposes.
By posting content to the Platform, you grant OFFLOADIT a worldwide, non-exclusive, royalty-free, sublicensable, perpetual license to use, reproduce, display, distribute, modify, and create derivative works from your content in connection with operating and improving the Platform. You represent you own or have rights to all content you post.
To report copyright infringement, send written notice to info@offloadit.com including: (a) identification of the copyrighted work; (b) identification of the infringing material and its location; (c) your contact information; (d) a good faith statement that use is unauthorized; and (e) a statement of accuracy under penalty of perjury.
OFFLOADIT's Privacy Policy, available at offloadit.com/privacy-policy and incorporated herein by reference, governs collection, use, and disclosure of personal information in connection with the Platform. By using the Platform, you consent to data practices described in the Privacy Policy.
THE PLATFORM AND ALL CONTENT, SERVICES, AND ITEMS ARE PROVIDED "AS-IS," "AS AVAILABLE," AND "WITH ALL FAULTS." OFFLOADIT INCORPORATED EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
OFFLOADIT DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; (B) ANY ITEM IS SAFE, FIT FOR PURPOSE, OR AS DESCRIBED BY THE SELLER; OR (C) THE PLATFORM WILL MEET YOUR REQUIREMENTS. OFFLOADIT IS A MARKETPLACE TECHNOLOGY PLATFORM ONLY AND DOES NOT INSPECT, CERTIFY, OR GUARANTEE ANY ITEMS, SELLERS, BUYERS, OR TRANSACTIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OFFLOADIT INCORPORATED, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM OR ANY TRANSACTION, REGARDLESS OF LEGAL THEORY AND EVEN IF OFFLOADIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OFFLOADIT'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) TOTAL FEES PAID BY YOU TO OFFLOADIT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).
To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless OFFLOADIT Incorporated and its directors, officers, employees, affiliates, agents, successors, and assigns from any claims, liabilities, damages, losses, costs, and attorneys' fees arising out of or relating to:
OFFLOADIT may assume exclusive defense of any matter requiring your indemnification, and you agree to cooperate. You may not settle any such claim without OFFLOADIT's prior written consent.
OFFLOADIT may, but is not obligated to, provide dispute resolution assistance between Buyers and Sellers. OFFLOADIT's involvement is solely as a facilitator and does not create liability for OFFLOADIT. Buyers and Sellers are encouraged to resolve disputes directly. If direct resolution fails, Buyers may submit a dispute through the Platform within fifteen (15) days of the Transaction date.
EXCEPT AS PROVIDED BELOW, ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR ANY TRANSACTION SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES, RATHER THAN IN COURT.
YOU AND OFFLOADIT EACH AGREE THAT DISPUTE RESOLUTION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Arbitration shall be conducted in San Luis Obispo County, California (or virtually at OFFLOADIT's election). The arbitrator's award shall be final and may be entered as a judgment in any court. Each party bears its own fees and costs except as required by law. The arbitrator may award any remedy available at law or in equity, excluding punitive damages except where required by law.
You may opt out of arbitration within thirty (30) days of first agreeing to this Agreement by sending written notice to info@offloadit.com with subject line "ARBITRATION OPT-OUT." If you opt out, disputes will be resolved in state or federal courts in San Luis Obispo County, California.
Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm pending arbitration.
This Agreement is governed by the laws of the State of California, without regard to conflict of law principles. To the extent litigation is permitted, you and OFFLOADIT each consent to exclusive jurisdiction and venue in the state and federal courts of San Luis Obispo County, California. Any claim must be brought within one (1) year of accrual of the cause of action.
OFFLOADIT may modify this Agreement at any time by: (a) posting a notice on the Platform; (b) sending an email to the address on file; or both. Changes take effect thirty (30) days after notice. Continued use after the effective date constitutes acceptance. If you do not agree to modified terms, discontinue Platform use. No unilateral amendment shall retroactively change pending dispute-resolution proceedings without express bilateral consent.
This Agreement, together with the Privacy Policy and any additional terms for specific Platform features, constitutes the entire agreement between you and OFFLOADIT and supersedes all prior agreements, representations, and understandings.
If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and remaining provisions remain in full force and effect.
OFFLOADIT's failure to enforce any provision shall not constitute a waiver of that provision or the right to enforce it in the future.
You may not assign rights or obligations under this Agreement without OFFLOADIT's prior written consent. OFFLOADIT may freely assign this Agreement in connection with a merger, acquisition, or sale of assets.
OFFLOADIT shall not be liable for failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, government actions, internet outages, pandemics, or other force majeure events.
Nothing in this Agreement creates any agency, partnership, joint venture, employment, or franchisor-franchisee relationship between you and OFFLOADIT.
OFFLOADIT is an interactive computer service within the meaning of Section 230 of the Communications Decency Act (47 U.S.C. § 230). OFFLOADIT is not the publisher or speaker of User-generated content and is not liable for such content under applicable law.
Questions about this Agreement: OFFLOADIT Incorporated | PO Box 2891, Atascadero, CA 93422 | info@offloadit.com