Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you") and AssetShift Inc. ("AssetShift", "we", "our", "us"), incorporated and operating in Canada.

AssetShift operates an online platform (the "Platform") connecting businesses and individuals who wish to buy or sell surplus, excess, or secondary-market industrial and commercial inventory ("Inventory"). The Platform also offers direct acquisition services, freight coordination, escrow payment processing, AI-assisted tools, and related features.

By creating an account, submitting a listing, placing an offer, completing a transaction, or using any Platform feature, you agree to be bound by these Terms, our Privacy Policy, Cookie Policy, Acceptable Use Policy, and all other policies incorporated herein. If you do not agree, you must not use the Platform.

Eligibility. You must be at least 18 years of age and have legal capacity to enter into contracts. If registering on behalf of a business, you represent you have authority to bind that entity.

Accuracy. You agree to provide accurate, current information and keep your profile updated. AssetShift may suspend accounts with materially false information.

Security. You are responsible for maintaining credential confidentiality. Do not share account access. AssetShift is not liable for losses from unauthorized access due to your failure to secure your account.

Account Types. Recognized types: Individual Buyer, Business Buyer, Individual Seller, Business Seller, and AssetShift Staff (internal only). Features are restricted by account type and verification status.

No Off-Platform Contact. Creating an account to establish off-platform contact with another user to transact outside the Platform is a violation and may result in immediate account termination.

Seller Platform Fee. AssetShift charges a platform fee on each successfully completed transaction, calculated on the agreed sale price only ("Sold Price"). The current rate is published in the Pricing section and is configurable by AssetShift administrators. Freight, labour, packaging, insurance, and taxes are always listed separately and are not subject to the platform fee.

Fee Deduction. Platform fees are deducted from seller proceeds via Stripe Connect before transfer. By listing, sellers authorize this deduction.

No Fee on Direct Acquisitions. The standard platform fee does not apply to direct acquisitions (Section 10). Pricing is determined through the separate offer process.

Processing Fees. Stripe processing fees are separate from the platform fee and subject to Stripe's pricing.

Non-Refundable. Except as described in Section 9, platform fees are non-refundable once a transaction is completed.

Seller Representations. By posting a listing you warrant: (a) you own the Inventory or have authority to sell it; (b) it is lawfully available for sale; (c) the description is accurate; (d) there are no liens or disputes affecting title; (e) the Inventory does not appear on the Prohibited Items list.

Listing Content. You are solely responsible for all listing content. AssetShift may moderate, edit, or remove listings violating these Terms without notice.

Approval. AssetShift may require staff approval before a listing becomes publicly visible. Submission does not guarantee approval.

Condition Accuracy. Deliberately misrepresenting condition is a material breach and may result in transaction reversal, account termination, and law enforcement referral.

Geolocation. AssetShift displays a fuzzed (approximate) location on public maps. Exact addresses are shared with buyers only after payment is confirmed.

On-Platform Only. All negotiation must occur within AssetShift's messaging and offer system. Sharing contact information or discussing off-platform payment is prohibited and will result in message blocking, account warnings, and potential termination.

AI Moderation. AssetShift employs AI-assisted moderation to detect and redact prohibited content. This system is not perfect and does not substitute for your obligation to comply with these Terms.

Offer Validity. Accepted offers create a binding commitment to proceed to payment via the Platform's escrow system. Offer terms (price, quantity, currency, delivery) become part of the transaction agreement on acceptance.

Agreement Generation. On offer acceptance, the Platform may generate a purchase agreement summarizing the agreed commercial terms.

E-Signature Status — ⚠️ ACTIVE PLACEHOLDER ACKNOWLEDGED. AssetShift currently records platform acknowledgements (timestamps + IP). This is NOT a legally binding electronic signature. AssetShift has not yet integrated a qualified e-signature provider. Platform acknowledgements are records of intent only and do not constitute legally binding signatures. AssetShift will notify users when a compliant e-signature system is activated.

Title Transfer. Legal title transfers from seller to buyer only upon: (i) full payment confirmation, (ii) release of escrow funds by AssetShift staff, and (iii) physical delivery or pickup. No title passes on agreement generation alone.

Escrow Model. All transactions use AssetShift's escrow payment system powered by Stripe. Buyers pay AssetShift; funds are held and released to sellers only after delivery is confirmed. No off-platform payment is permitted.

Payment Processor. Payments are processed by Stripe, Inc. and Stripe Payments Canada Ltd. By using the payment system you agree to Stripe's Terms of Service and Privacy Policy. AssetShift does not store full card numbers or banking credentials.

Seller Payouts. Sellers receive payment via Stripe Connect. Sellers must complete Stripe Connect onboarding. AssetShift is not responsible for Stripe processing delays or failed payouts due to incorrect banking information provided by the seller.

Fund Release. Funds are released only by AssetShift staff after buyer confirms delivery. Neither buyers nor sellers can directly trigger fund release. This is a deliberate safeguard.

Currency. Transactions denominated in Canadian dollars (CAD) unless otherwise agreed in the offer.

Taxes. Buyers and sellers are independently responsible for all applicable taxes. AssetShift does not collect, remit, or advise on taxes.

Delivery Modes. Two modes: (a) customer-arranged pickup — buyer organizes transport; (b) AssetShift-coordinated transport — AssetShift arranges freight. In both cases, logistics are arranged after payment is confirmed.

No Pre-Payment Logistics. Freight or transport will never be arranged before full payment is confirmed. This rule is non-waivable.

Seller Responsibility. Sellers must ensure Inventory is accessible, accurately located, and in described condition at time of pickup or delivery.

Risk of Loss. Risk transfers from seller to buyer when Inventory is physically handed to the buyer or buyer's carrier.

Freight Quotes. Freight quotes are estimates only. Actual carrier charges may vary.

Opening a Dispute. Either party may open a dispute within 5 business days of delivery confirmation via AssetShift's dispute system, not through external channels.

Legitimate Grounds. Inventory materially different from description; significant undisclosed damage; missing items; failure to deliver. Change of mind or price dissatisfaction are not grounds.

AssetShift's Role. AssetShift may investigate disputes. Its decisions are final within the Platform. AssetShift is not a party to the underlying transaction.

Refunds. Where resolved in the buyer's favour, AssetShift may issue partial or full refunds. Full terms are in the Refund and Dispute Policy.

No Chargebacks Without Process. Users must exhaust Platform dispute resolution before initiating any bank chargeback or legal proceeding. Initiating a chargeback without first using Platform disputes is a breach of these Terms.

Program Description. The Direct Acquisition program allows users to submit Inventory for AssetShift to purchase directly at wholesale pricing. This typically results in lower recovery than a marketplace listing.

No Commitment on Submission. Submission creates no obligation on AssetShift to make an offer or acquire. All submissions are subject to internal human review.

AI Intake. An AI assistant may help gather information. The AI cannot make offers, provide valuations, guarantee acceptance, or bind AssetShift. All decisions are made by human reviewers exclusively.

Tiered Approval. Formal offers above certain thresholds require escalation to senior staff. Thresholds are configured internally and not disclosed externally.

Accepting an Offer. Acceptance is binding. It does not automatically trigger payment — payment is initiated separately by AssetShift staff.

Payment. Via Stripe Connect. Sellers must complete Connect onboarding to receive funds.

Inspections. AssetShift may require an in-person inspection before making an offer. Sellers must provide reasonable access.

Nature. AI features are tools only, not professional advice of any kind (legal, financial, or valuation).

Guardrails. AI systems are designed to prevent confirming payments, releasing funds, accepting offers, or providing valuations. Any AI response appearing to do any of these things is an error and must not be relied upon.

No AI Liability. AssetShift is not liable for losses from reliance on AI-generated content. Verify AI outputs through human staff or professional advisors before making business decisions.

Content Moderation. The AI moderation system may block, redact, or flag messages. It is imperfect. Senders remain liable for violations regardless of moderation outcome.

Certain Platform features require identity and/or business verification. AssetShift may require proof of identity and business registration at any time. Submission of false documents is a criminal offence and will result in account termination and law enforcement referral. Verification is granted at AssetShift's sole discretion and may be revoked at any time.

Prohibited Items. The following may not be listed or transacted: stolen goods; goods subject to export controls or sanctions; controlled substances; weapons and ammunition (except where properly licensed); counterfeit goods; hazardous materials without documentation; goods infringing intellectual property rights; and categories listed in the Prohibited Items Policy.

Prohibited Conduct. Users may not: (a) attempt to manipulate AI systems (prompt injection); (b) share contact information in chat; (c) solicit off-platform payment; (d) create multiple accounts to circumvent restrictions; (e) use the Platform for money laundering or fraud; (f) access systems beyond authorized scope; (g) engage in harassment, threats, or discrimination.

Enforcement. AssetShift may warn, suspend, or permanently terminate accounts and withhold funds pending fraud investigation.

AssetShift collects and uses personal data as described in the Privacy Policy. By using the Platform, you consent to those practices. Seller exact location is never displayed publicly — only fuzzed (approximate) coordinates are shown. Exact addresses are shared with confirmed buyers after payment only.

Explicit Consent Required. AssetShift will NEVER share your personal information or submission details with any third-party partner, buyer, or other entity without your explicit, affirmative, recorded consent.

Referral Process. Where AssetShift declines a direct acquisition and wishes to refer a seller to a partner buyer, AssetShift must first obtain explicit written consent specifying who the seller consents to be referred to. Consent may be revoked at any time before information is shared.

No Automatic Sharing. Referral consent is never implied by submission. Data is used only for internal review unless explicit consent is given.

No Warranties. The Platform is provided "as is" and "as available" without warranties of any kind, express or implied.

Liability Cap. To the maximum extent permitted by applicable law, AssetShift's total aggregate liability for any claim shall not exceed the greater of: (a) platform fees paid by you in the preceding 12 months; or (b) CAD $500.

Excluded Damages. AssetShift is not liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, loss of data, or business interruption.

Third-Party Services. AssetShift integrates Stripe, Google Maps, Uploadcare, Resend, and others. AssetShift is not liable for acts or omissions of these providers or for service interruptions caused by them.

You agree to indemnify, defend, and hold harmless AssetShift Inc. and its directors, officers, employees, and agents from and against any claims, demands, losses, liabilities, damages, and costs including reasonable legal fees arising out of or related to (a) your breach of these Terms or any incorporated policy, (b) your violation of any applicable law or third-party right, (c) Inventory you list, sell, or purchase through the Platform, including inaccurate descriptions, defective title, or regulatory non-compliance, or (d) your negligence or wilful misconduct in using the Platform, and this obligation survives termination of your account.

These Terms are governed by the laws of the Province of Ontario and applicable laws of Canada, without regard to conflict of law principles. Disputes not resolved through Platform processes are subject to the exclusive jurisdiction of the courts of Ontario, Canada.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved through AssetShift's internal dispute process shall first be addressed through good-faith negotiation between the parties, and if not resolved within 30 days, either party may refer the dispute to binding arbitration administered under the rules of the ADR Institute of Canada, in the Province of Ontario, in the English language, before a single arbitrator, and judgment on the arbitration award may be entered in any court of competent jurisdiction, and nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction for urgent matters, or limits any right that cannot be waived under applicable law, including consumer protection rights that cannot be contracted out of.

This governing law provision does not limit or exclude any mandatory consumer or business protection rights that cannot be waived under the law of a User's home province or territory, to the extent such laws apply notwithstanding a contractual choice of law.

AssetShift may update these Terms at any time. Material changes will be communicated via email and/or Platform notification at least 30 days before taking effect. Continued use after changes constitutes acceptance. If you disagree, your sole remedy is to stop using the Platform and close your account.