Terms of Service

“Offramp,” “we,” “us,” and “our” mean Offramp Tech LLC, a Michigan limited liability company doing business as “The Exchange.”

“Platform” means the website at exchange.offramptech.com and any related services, PDFs, and email communications.

“User” means any party with a registered account. “Seller” means a User listing goods for sale. “Buyer” means a User purchasing goods.

“Hub” means Offramp’s authentication facility, operated by Offramp’s Approved Authenticator Network — a partner network of vetted ITAD facilities certified to sort, grade, and authenticate K-12 devices.

Accounts are issued by invitation only during the pilot period. You may access the Platform only if you are at least 18 years old and acting on behalf of a registered business or public school entity. By registering, you represent that the email and organizational information you provide are accurate and that you have authority to bind your organization to these Terms.

We may suspend or terminate any account at our sole discretion if we believe the account is being used for fraudulent, unlawful, or abusive purposes.

The Platform operates a bid/ask order book for graded refurbished K-12 hardware (the “Chromebooks marketplace”) and a per-grade settlement flow for raw, ungraded lots (“Sort & Settle”). Pricing, matching, and settlement follow the rules described in our public How It Works documentation, which is incorporated by reference.

Buy Now and Sell Now orders may partially fill against available inventory. The Platform will display estimated available stock before order placement; final fill quantity is determined by the live order book at the moment of execution.

The following fees currently apply:

• Seller commission: 4% of the gross settlement amount per trade, deducted from seller proceeds.
• Buyer marketplace commission: 5% of gross on institutional purchases (schools, VARs, and other education institutions). ITAD and lessor buyers pay 0%.
• Authentication fee: $25 per unit, charged to the buyer. Includes grading, photo verification, and inbound freight from seller to Hub.
• Outbound shipping: Flat $5 per unit during the pilot; charged to the buyer. We expect to transition to live carrier rates as integration completes.

Fee structure may change with notice. Changes apply to orders placed after the change’s effective date.

The Platform operates as an anonymous, managed marketplace: Buyers and Sellers do not see each other’s identities by default. Offramp sits between every transaction and may disclose identifying information solely as required for shipping, payment settlement, regulatory compliance, or dispute resolution.

For graded marketplace sales, Sellers represent that listed units accurately match the grade claimed. The Hub will independently verify a sample of units upon receipt; if verification fails, the trade may be flagged, repriced, or cancelled. For Sort & Settle raw lots, the Hub determines per-grade counts at sort time and settles against the buyer’s published price ladder.

The Hub provides photo verification of every grade pile as part of the Sort & Settle settlement. Sellers may audit these photos before disbursement.

The Hub performs data sanitization on all incoming units per NIST Special Publication 800-88 Rev. 1 (“Purge” level) before resale. Certificates of data destruction (“NIST Certificates”) and Veteran-Owned Small Business compliance stamps (“VOSB Stamps”) are issued automatically by the Platform’s software for every trade and made available to both parties through the trade record.

NIST Certificates and VOSB Stamps are issued by Offramp Tech LLC based on conformance records provided by the Hub and on platform configuration in effect at the time of issuance. By accepting a certificate, the receiving User acknowledges that:

• Each certificate attests to the platform-recorded outcome of a specific transaction and is not a guarantee, warranty, or representation as to the future state of any individual unit after delivery
• Sellers are responsible for representing the unit population accurately at intake; the Hub performs sample-based and pile- level verification but does not warrant per-unit completeness beyond what the published Grading Rubric requires
• Offramp’s issuance of a certificate does not create a warranty by Offramp as to any downstream use of the units, including but not limited to data security outcomes after the units leave the Hub

To the fullest extent permitted by law, Offramp’s liability arising from any NIST Certificate or VOSB Stamp is limited to the per-trade Authentication Fee for the trade in question.

Buyers may pay by credit/debit card, ACH bank transfer, or Net-30 invoice. Net-30 invoices are due within thirty (30) days of the invoice issue date. Late payments may incur a fee of 1.5% per month or the maximum allowed by law, whichever is lower. Offramp may withhold release of goods until payment clears in the case of delinquent accounts.

Sellers receive settlement net of commission. Seller payouts are released after the buyer confirms receipt of goods or the dispute window closes, whichever is later. Payout method (ACH, check) and timing are configured per account.

Buyers may report a problem on any order at any time prior to confirming receipt. Reported issues will be investigated by Offramp in good faith and resolved through partial refund, replacement, credit, or other remedy as appropriate to the circumstances. By using the Platform, Sellers and Buyers agree to good-faith cooperation in resolution.

Confirming receipt of goods closes the trade and waives further claims related to condition, quantity, or grade, except in cases of fraud or claim under any applicable consumer-protection law that cannot be waived by contract.

Inbound shipping from Seller to Hub is at the Seller’s arrangement, paid by buyer via the Authentication fee. Outbound shipping from Hub to Buyer is arranged by Offramp and charged to the buyer. Risk of loss for goods in transit passes to the buyer upon Hub release for outbound carriage.

Offramp does not currently provide cargo insurance; both parties are encouraged to obtain their own coverage.

The Platform, including its design, copy, and underlying software, is owned by Offramp Tech LLC. You may not copy, reverse-engineer, or redistribute the Platform without our written permission. You retain all rights to data you upload (photos, invoices, exemption certificates, etc.) and grant Offramp a limited, worldwide, royalty-free license to use, host, store, display, reproduce, and create derivative works of that data solely to operate the Platform and provide Platform services to other Users.

You represent and warrant that any content you upload to the Platform is content you own or are otherwise authorized to upload, and that the content does not infringe on the intellectual property, privacy, publicity, or other rights of any third party.

Notice of claimed infringement (DMCA)

Offramp respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act of 1998 (DMCA). If you believe that material on the Platform infringes a copyright you own or are authorized to enforce, you may submit a written notice of claimed infringement to our designated DMCA agent. To be effective, the notice must include all of the following:

• A physical or electronic signature of a person authorized to act on behalf of the copyright owner
• Identification of the copyrighted work claimed to have been infringed
• Identification of the material on the Platform that is claimed to be infringing, with information reasonably sufficient to allow Offramp to locate it (e.g., the trade public ID and a description of the affected content)
• The complainant’s contact information, including address, telephone, and email
• A statement that the complainant has a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law
• A statement, under penalty of perjury, that the information in the notice is accurate and that the complainant is authorized to act on behalf of the copyright owner

Send DMCA notices to billing@offramptech.com with subject line beginning “DMCA Notice” or by mail to the Offramp Tech LLC address listed in Section 16. Offramp will review compliant notices, remove or disable access to the identified content within a reasonable time, and notify the affected User. Repeat infringers’ accounts may be terminated in appropriate circumstances.

If you believe content of yours was removed in error, you may submit a counter-notice containing the elements required by 17 U.S.C. § 512(g)(3) to the same address.

THE PLATFORM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. OFFRAMP DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

OFFRAMP MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF ANY GRADE, SORT COUNT, NIST CERTIFICATE, VOSB STAMP, OR OTHER PLATFORM-GENERATED DOCUMENT BEYOND THE SCOPE DESCRIBED IN SECTION 7 AND THE PUBLISHED GRADING RUBRIC. OFFRAMP DISCLAIMS ANY DUTY TO SERVE AS GUARANTOR OF THE INDEPENDENT ACTS, ERRORS, OR OMISSIONS OF ANY HUB PARTNER OR OTHER MEMBER OF OFFRAMP’S APPROVED AUTHENTICATOR NETWORK, EXCEPT TO THE EXTENT EXPRESSLY ASSUMED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED OFFICER OF OFFRAMP.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OFFRAMP’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE PLATFORM IS LIMITED TO THE TOTAL FEES PAID BY THE CLAIMING USER TO OFFRAMP IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL OFFRAMP BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF OFFRAMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES.

You agree to indemnify and hold Offramp harmless from any claim arising out of (i) your breach of these Terms, (ii) your violation of any law, (iii) your infringement of any third party’s rights, or (iv) any goods you list or purchase through the Platform.

These Terms are governed by the laws of the State of Michigan, without regard to its conflict-of-law principles. The exclusive venue for any dispute arising out of these Terms shall be the state and federal courts located in Kent County, Michigan, and you irrevocably consent to the jurisdiction of those courts.

We may update these Terms from time to time. Material changes will be communicated by email and reflected by an updated “Last updated” date at the top of this page. Your continued use of the Platform after a change constitutes acceptance of the revised Terms.

Questions about these Terms? Reach out: