Welcome to The Surplus Exchange, a business-to-business ("B2B") online marketplace operated by AA Innovation Group LLC ("Company," "we," "us," or "our"), located in Ronkonkoma, New York. These Terms of Service ("Terms") govern your access to and use of the The Surplus Exchange website, applications, and services (collectively, the "Platform").
By registering for an account, accessing, or using the Platform in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy, all of which are incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Platform.
1. Platform Overview and Role
The Surplus Exchange is a B2B wholesale marketplace that connects military surplus dealers, distributors, wholesalers, retailers, and other businesses ("Users") for the purpose of buying and selling military surplus inventory, tactical equipment, field gear, and related goods ("Products").
The Surplus Exchange is a platform, not a party to any transaction. We do not own, possess, warehouse, inspect, or ship any Products listed on the Platform. We do not guarantee the quality, safety, legality, or accuracy of any listing. All transactions are exclusively between the buyer and seller. The Surplus Exchange's role is limited to providing the technology and infrastructure to facilitate these transactions.
2. Eligibility and Account Registration
2.1 Eligibility
You must be at least 18 years of age and represent a legitimate business entity to use the Platform. By creating an account, you represent and warrant that: (a) you have the legal authority to enter into these Terms on behalf of yourself or your business; (b) you are not prohibited by law from using the Platform or purchasing/selling the types of Products listed herein; and (c) all information you provide during registration is accurate, current, and complete.
2.2 Account Security
You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security. The Surplus Exchange shall not be liable for any loss or damage arising from your failure to maintain the security of your account.
2.3 Verification
We reserve the right, but are not obligated, to verify the identity and legitimacy of any User. We may request additional documentation, including but not limited to business licenses, tax identification numbers, or government-issued identification, at any time. Failure to provide requested documentation may result in account suspension or termination.
3. Subscription Plans and Fees
3.1 Plan Tiers
Access to certain Platform features requires a paid subscription. We offer multiple subscription tiers (currently Buyer, Dealer, Pro, and Depot), each with different feature sets and pricing as described on our Pricing page. We reserve the right to modify plan features and pricing at any time with reasonable notice to existing subscribers.
3.2 Billing
Subscriptions are billed monthly or annually through our payment processor, Stripe. By subscribing, you authorize us to charge your designated payment method on a recurring basis. You are responsible for keeping your payment information current. Failure to maintain a valid payment method may result in service interruption.
3.3 Platform Transaction Fee
The Surplus Exchange charges a platform fee of two percent (2%) to the seller and two percent (2%) as a buyer protection fee on all completed transactions processed through the Platform's payment system. The seller fee is deducted from the seller's payout. The buyer protection fee is added to the buyer's total at checkout. Additional payment processing fees (credit card fees, ACH fees, etc.) are borne by the parties as described at checkout and are charged by third-party payment processors, not by The Surplus Exchange.
3.4 Refund Policy
Subscription fees are non-refundable except as required by applicable law. If you cancel your subscription, you will retain access to paid features through the end of your current billing period.
4. Listings and Transactions
4.1 Seller Responsibilities
Sellers are solely responsible for: (a) the accuracy, completeness, and legality of all listing information, including descriptions, photographs, pricing, and inventory quantities; (b) ensuring that all Products comply with applicable federal, state, and local laws and regulations, including but not limited to export controls, ITAR (International Traffic in Arms Regulations), and any restrictions on the sale of military or tactical equipment; (c) fulfilling orders in a timely manner; (d) providing accurate shipping information and tracking; and (e) handling returns, refunds, and disputes directly with buyers.
4.2 Buyer Responsibilities
Buyers are solely responsible for: (a) conducting their own due diligence on Products and sellers before completing a transaction; (b) ensuring that they are legally permitted to purchase and possess the Products in their jurisdiction; (c) providing accurate shipping and payment information; and (d) paying for Products in a timely manner according to the agreed-upon payment terms.
4.3 Prohibited Products
The following items may not be listed or sold on the Platform: (a) firearms, ammunition, or explosive ordnance; (b) controlled substances; (c) items classified as secret, top secret, or otherwise restricted by the U.S. government; (d) stolen property or government property not lawfully obtained through surplus disposal channels; (e) counterfeit goods; (f) any item whose sale would violate federal, state, or local law. We reserve the right to remove any listing at our sole discretion.
4.4 Payment Methods
The Platform supports payment methods including credit/debit cards and ACH bank transfers, processed through Stripe. Apple Pay, Google Pay, Klarna, and Afterpay/Clearpay are available where supported. The platform transaction fee applies to all transactions processed through the Platform.
4.5 Escrow Protection
For transactions processed through the Platform, funds are held by Stripe in the seller's connected account with delayed payouts. Funds are automatically released to the seller after fourteen (14) days unless a dispute is filed by the buyer. The Surplus Exchange does not hold or custody any transaction funds — Stripe acts as the payment intermediary. Escrow protection is available for Pro and Depot tier subscribers.
4.6 No Guarantee of Transactions
The Surplus Exchange does not guarantee that any listing will result in a sale, that any buyer will complete a purchase, or that any transaction will be completed satisfactorily. We are not responsible for any loss resulting from a transaction that fails to close or from Products that do not meet buyer expectations.
5. User Conduct
You agree not to: (a) use the Platform for any unlawful purpose; (b) post false, misleading, or fraudulent information; (c) manipulate prices, listings, or reviews; (d) harass, threaten, or abuse other Users; (e) attempt to circumvent Platform fees by completing transactions outside the Platform after initial contact was made through the Platform; (f) use automated tools, bots, or scrapers to access the Platform without our written consent; (g) interfere with or disrupt the Platform's infrastructure; or (h) violate any applicable law or regulation.
6. Intellectual Property
6.1 Platform IP
The Platform, including its design, code, branding, logos, and all content created by The Surplus Exchange, is the exclusive property of AA Innovation Group LLC and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any Platform content without our express written permission.
6.2 User Content
By posting content on the Platform (including listing photos, descriptions, and profile information), you grant The Surplus Exchange a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and distribute such content solely for the purpose of operating and promoting the Platform. You retain all ownership rights in your content and may remove it at any time by deleting your listings or account.
7. Disclaimers and Limitation of Liability
7.1 Disclaimer of Warranties
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT ON THE PLATFORM, INCLUDING PRODUCT LISTINGS.
7.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AA INNOVATION GROUP LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, ANY TRANSACTION CONDUCTED THROUGH THE PLATFORM, ANY PRODUCT PURCHASED OR SOLD THROUGH THE PLATFORM, OR ANY CONDUCT OF ANY USER, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO THE SURPLUS EXCHANGE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).
7.3 Product Liability
THE SURPLUS EXCHANGE IS NOT THE MANUFACTURER, DISTRIBUTOR, OR SELLER OF ANY PRODUCTS LISTED ON THE PLATFORM. ALL PRODUCTS ARE SOLD BY INDEPENDENT THIRD-PARTY SELLERS. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES ARISING FROM THE USE, MISUSE, OR INABILITY TO USE ANY PRODUCT PURCHASED THROUGH THE PLATFORM. BUYERS ASSUME ALL RISK ASSOCIATED WITH PURCHASING AND USING MILITARY SURPLUS PRODUCTS.
8. Indemnification
You agree to indemnify, defend, and hold harmless AA Innovation Group LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your breach of these Terms; (c) any transaction you conduct through the Platform; (d) any Product you list, sell, buy, or use; (e) your violation of any law or the rights of any third party; or (f) any content you post on the Platform.
9. Dispute Resolution
9.1 Between Users
Disputes between buyers and sellers shall be resolved directly between the parties. The Surplus Exchange may, at its sole discretion, offer mediation assistance but is not obligated to do so and shall not be liable for the outcome of any dispute between Users.
9.2 Between You and The Surplus Exchange
Any dispute arising out of or relating to these Terms or the Platform shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Suffolk County, New York. You agree to waive your right to a jury trial and to participate in a class action lawsuit. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.
10. Termination
We may suspend or terminate your account at any time, with or without cause, and with or without notice. You may terminate your account at any time by contacting us. Upon termination, your right to use the Platform ceases immediately. Sections 6, 7, 8, 9, and 11 shall survive termination.
11. General Provisions
11.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.
11.2 Entire Agreement
These Terms, together with our Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and The Surplus Exchange regarding the Platform and supersede all prior agreements, understandings, and communications.
11.3 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
11.4 Amendments
We reserve the right to modify these Terms at any time. Material changes will be communicated through the Platform or via email. Your continued use of the Platform after any modification constitutes acceptance of the modified Terms.
11.5 Contact
For questions regarding these Terms, contact us at: info@thesurplusexchange.com or AA Innovation Group LLC, Ronkonkoma, NY 11779.