Terms of Use - Seller

                      Seller Terms and Conditions for Broadband Surplus Auction Website

Last Updated: January 22, 2024

1. Introduction

Welcome to Broadband Surplus (“the Website”). Broadband Surplus is an online marketplace operated by Kyle Enterprises, LLC DBA Millennium, located at 2121 Hobbs Dr, Delavan, WI 53115 (the “Company,” “Millennium,” “us,” we, or “our”). The Website is designed to facilitate the buying and selling of a wide range of items, primarily through an auction format. The objective of our Website is to provide a secure and efficient platform for Bidders and Sellers to participate in auctions and transact with confidence. This agreement (the “Seller Terms and Conditions”) provides the applicable terms and conditions for a Website user that sells or lists, or intends to sell or list, items in auctions or other sales on the Website (a “Seller,” “user,” “you,” or “your”).

2. Acceptance of Terms

These terms and conditions of use are entered into by and between you and the Company. By registering as a Seller on the Website and listing items for auction, you agree to abide by these terms and conditions, together with any documents these terms and conditions expressly incorporate by reference (collectively, the “Seller Terms and Conditions”). Specifically, the Website’s Privacy Policy, Accessibility Statement, and Digital Millennium Copyright Act (DMCA) Policy are incorporated by the Seller Terms and Conditions. If you do not agree with the Seller Terms and Conditions, please refrain from using our services. The Seller Terms and Conditions govern your access to and use of http://broadbandsurplus.com/, the Website, including any content, functionality, items, and services offered on or through Website as a Seller. Please read the Seller Terms and Conditions carefully before using the Website.

3. Updating the Seller Terms and Conditions

The Company reserves the right to modify, amend, or otherwise update any part of these Seller Terms and Conditions at any time. All changes are effective immediately when we post them, and any changes apply to all your access to and use of the Website thereafter. However, any changes relating to Dispute Resolution Section, or the Limitation on Liability Section below will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website. Sellers are responsible for regularly reviewing these terms to stay informed of any updates. Continued use of the Website after modifications, amendments or updates have been made shall constitute acceptance of the modified terms.

4. Eligibility

Our services are available only to individuals who can enter into legally binding contracts under applicable law. Your account and user ID may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind such entity to this Agreement. By using our Website, you represent that you are at least 18 years of age and any information provided by you in the Seller registration process is accurate and complete.

5. Accessing the Website

We reserve the right to withdraw or amend the Website at any time, and any service or material we provide on the Website, in our sole discretion without notice. This includes, but is not limited to scheduled or unscheduled Website maintenance. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict Seller’s access to some parts of the Website, or the entire Website.

6. Seller Registration and Security

6.1. Seller Registration. If you choose, or are provided with, a Website account, including a username, password, or any other piece of information as part of our registration or security procedures, you must treat such information as confidential, and you must not disclose it to any third parties. You also acknowledge that your account is personal to you and agree not to provide any other party with access to this Website or portions of it using your username, password, or other security information. 

6.2. Seller Website Account Access. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your username, password or other personal information. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Seller Terms and Conditions.

6.3. Seller Website Account Responsibility. Sellers are responsible for maintaining the confidentiality of their account information, including, but not limited to, usernames and passwords; and Sellers are responsible for all Website activities that occur under their account credentials, whether authorized or unauthorized. Sellers acknowledge that by registering an account and using the Website, they have an ongoing responsibility to promptly update their account information when necessary, including but not limited to, any required contact information.

7. Listing Items

7.1. Item Description.

1. Sellers must provide accurate and detailed descriptions of items listed for auction, including, but not limited to the item title, description, available quantity, condition, photograph, pricing, and shipping information, including all reasonably approximate potential shipping fees.

2. The Company reserves the right to remove, obfuscate or modify listings that are inaccurate or misleading. In addition, the Company reserves the right to remove, obfuscate or modify listings that that violate the Seller’s Terms and Conditions.

3. Website items are sold, AS-IS, WHERE IS: neither the Company, the Seller, nor any person or entity on behalf of the Company or Seller, has made or makes any express, implied, or statutory representation or warranty whatsoever, including any warranties of merchantability, fitness for a particular purpose, or non-infringement, whether arising by law, course of dealing, course of performance, usage of trade or otherwise, all of which are expressly disclaimed by the Company and the Seller, and the Bidder acknowledges that it has not relied on any representation or warranty made by the Company, the Seller, nor any other person or entity on Company’s or Seller’s behalf.

7.2. Prohibited Items.

1. Sellers may not list items that are illegal, counterfeit, stolen, or violate any applicable laws or regulations. By listing items on the Website a Seller represents and warrants that it has the right to sell the items that it lists.

2. The Company reserves the right to remove any listings deemed inappropriate or in violation of these terms, or for any other reason in Company’s sole discretion.

7.3. Company Representations. The Company strives to create a marketplace where Bidders find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:

1. Bidder’s location, search query, browsing site, and history;

2. Item’s location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;

3. Seller’s history, including but not limited to Seller’s listing practices, Bidder feedback, and compliance with Seller’s Terms and Conditions.

8. Auction and Sale Process

8.1. Offers.

1. Bidders can submit bids to Sellers on the Website. Once a bid has been submitted to the Seller and the Bidder has received final confirmation, the bid shall constitute an “Offer.”

2. A Bidder whose Offer is accepted by the Seller at or after the conclusion of an auction, or a Bidder who purchases any Seller item in any other sale, represents a “Buyer.”

8.2. Bidding.

1. Bidders on the Website must adhere to the Bidder’s Terms and Conditions.

2. The highest Bidder at the end of the auction wins the item, subject to payment terms as set forth herein and in the Bidder’s Terms and Conditions.

8.3. How to Sell. 

1. Sellers must register for an account and familiarize themselves with our bidding process, and the following auction types:

   1. Live Webcast – Live auctions broadcast via the web so Bidders can hear and follow the auction remotely via audio and/or video stream.

   2. Online Only – Live auctions hosted online for Bidders to access digitally anytime without a live webcast component.

   3. Listing Only – Items that are available for sale directly without the bidding component of an auction.

2. Sellers may list their items, which must include all required information, under the appropriate auction type. 

3. After the auction has concluded and the Company has received complete payment of the Total Price, the Seller is responsible for shipping items to the Buyer, provided that the Buyer shall be responsible for all costs or expenses associated with such shipping, including but not limited to, all taxes, duties, loading, and freight charges, unless otherwise provided by Seller in its listing. 

8.4. Reserve Prices.

1. Sellers have the option to set a reserve price, below which the item will not be sold.

2. If the reserve price is not met, the item will not be sold.

8.5. Auction Duration.

1. Sellers can specify the duration of their auctions, within the limits set by the Website, For purposes of these Bidder Terms and Conditions, a “Next-Highest Bidder” means the Bidder whose bid amount under their Offer is greater than the bid amount under all other Offers, excluding rejected Offers. A Next-Highest Bidder is only determined in the event that a Bidder’s Offer has been rejected or deemed rejected, and such Offer included a bid amount in excess of the Next-Highest Bidder’s bid amount.

2. Auctions will automatically close at the end of the specified duration, and the Bidder with the highest bid amount under their Offer will initially be offered the item at such bid amount for purchase via the Website, whereinafter complete payment of the Total Price (defined below in Section 9.3) is due no later than 72-hours after the close of such auction. In the event that the Offer including the highest bid amount at the close of the auction is rejected, or is deemed rejected, Sellers must consider the Offers of two (2) Next-Highest Bidders, the maximum amount, in turn. Further, if the Bidder with the then-current highest bid amount under their Offer at the close of auction fails to complete payment of the Total Price to the Company within 72-hours, such Offer shall be deemed rejected. Whenever a bid amount under the Offer of the then-highest Bidder at the close of is rejected for any reason, the item shall be offered to the Next-Highest Bidder for consideration, whereinafter payment (of the Total Price) under such Offer is due to the Company via the Website no later than 72-hours thereafter. In sum, this process shall continue until the earlier of the following events: (i) a Bidder completing payment of the item’s or items’ applicable Total Price(s) to the Company; (ii) the auction exceeds the maximum number (2) of allowable Next-Highest Bidders; (iii) no further Bidders for the item being available; (vi) the bid amount under a Next-Highest Bidder’s Offer being below the reserve price, if any, as set by the Seller; or (vii) 10 days have elapsed from the close of the auction.

8.6. Rejection Rights.

1. Company.  The Company has and shall maintain the right to cancel, reject and void any and all Offers, regardless of whether such Offer was accepted, whether such Offer constitutes the highest bid, or whether the applicable Seller or Bidder consent to such cancelation.  

2. Sellers.  Seller may, at any time before a Bidder completes payment for the Total Price for the applicable item(s), petition Company to cancel, reject and void any Offer, regardless of whether such Offer was accepted, whether such Offer constitutes the highest bid, or whether the applicable Bidder consents to such cancelation; provided that the Company shall have sole discretion as to whether to reject such Offer.

9. Fees and Payments

9.1. Membership Fees.

1. The Company may charge Sellers a membership fee to be able to list items.

2. The membership fee is non-refundable.

3. The Company shall provide at least 30 days’ advance notice of any additional membership fees, or any changes to current membership fees affecting Sellers.

9.2. Final Value Fees.

1. A Buyer is responsible for all applicable taxes, and all applicable shipping fees (as described in Section 11 below).

2. The Company shall additionally charge Buyers a commission based on the bid amount of an accepted Offer in any auction, or the listing price of a Seller item for purchase in any other Website sale. 

3. The total fees described in subsection (a) and subsection (b) of this Section (9.2) together represent “Final Value Fees.” More information on the Company’s Final Value Fees may be found on the Website.

9.3. Total Price.

a. The “Total Price” due upon Seller’s acceptance of a Bidder’s Offer in an auction, or at the purchase of any Seller item in any other Website sale, is either the accepted Offer’s bid amount or the Seller’s listing price for the item respectively, in addition to the Final Value Fees described in Section 9.2.

b. When listing items, Sellers should consider that an item’s listing price shall not equal its Total Price, and should factor estimated applicable Final Value Fees into the determination of the listing price, or the reserve price.

9.4. Payment Processing.

1. The Company will be responsible for setting up and maintaining payment processing methods on the Website. 

2. The Company will provide semi-monthly payments to Sellers for any items sold on the Website and distributed via a Seller’s payment method for its Website account.

10. Communication

10.1. Contact Information.

1. Sellers agree to provide accurate and up-to-date contact information, including a valid email address and phone number.

2. The Company may use this information to communicate with Sellers regarding their listings and sales or for other purposes as deemed reasonably necessary or beneficial by the Company.

11. Shipping

11.1. Seller Responsibilities.

1. Sellers are responsible for identifying all shipping and handling fees, including accurately specifying the shipping methods and all potential costs or expenses associated with the shipping of their listed items to Buyers.

2. Sellers must ship items promptly upon the successful completion of an auction or sale, and after Buyer’s complete full payment of the Total Price. 

3. If picking up an item directly from the Seller, arrangements should be explicit in writing between the Buyer and Seller. 

11.2. Shipping Fees.

1. Sellers may specify all reasonably approximate shipping fees, based on all relevant factors at the time of a listing, for each item listed on the Website in the listing description, or include it within their item listing cost.

2. Shipping fees should be reasonable and reflective of the actual shipping costs or expenses. The Company reserves the right to request supplemental documentation related to a listing’s shipping fees at its discretion. A Seller’s failure to provide said documentation timely to the Company at the Company’s request may represent a violation of the Seller’s Terms and Conditions, and also may result in a rejection of an Offer at the Company’s discretion.

11.3. Shipping Carriers.

1. Sellers may specify the expected shipping carrier (e.g., USPS, FedEx, UPS) and the corresponding service level (e.g., standard, expedited) in their listings, when listing items.

2. Sellers must promptly provide tracking information to Buyers when available. Where tracking information is unavailable, Seller is additionally responsible for notifying Buyers of any delays or relevant shipping information it is aware of that may reasonably affect the timeliness of deliveries. 

11.4. Release Orders.

1. Upon receipt of cleared funds, Seller will provide the Buyer a Release Order for item pick up. 

2. Title transfers from Seller to Buyer upon issuance of the Release Order if required. 

12. Delivery

12.1. Estimated Delivery Times.

1. Sellers should provide Buyers estimated delivery times in their listings.

2. Sellers are responsible for ensuring that the estimated delivery times are reasonably accurate and are also responsible for providing prompt updates on any changes or modifications of Delivery Times.

12.2. Delays.

1. The Company is not responsible for shipping delays, including, but not limited to shipping delays caused by carriers, weather conditions, or other unforeseen circumstances.

2. Sellers must promptly communicate with Buyers regarding any delays and both Buyer and Seller shall work together to resolve shipping issues.

13. Lost or Damaged Items

13.1. Lost Items.

1. If an item is lost in transit, Sellers are responsible for filing, and must file, a claim with the shipping carrier.

2. Sellers must work with Buyers to provide refunds or replacements for lost items, as specified in their listing or agreed upon with the Buyer.

13.2. Damaged Items.

1. Sellers must take care in packaging items to prevent damage during transit to the extent reasonably practicable.

2. If an item arrives damaged, Sellers must work with Buyers to resolve the issue, which may include providing refunds or replacements as specified in the Seller’s listing or agreed upon with the Buyer.

14. Returns and Refunds

14.1. Return Policy.

1. Sellers must specify their return policy, if any, in their listings.

2. Sellers are responsible for and must adhere to and honor their stated return policy.

3. Seller does not proffer any warranties or manufacturer warranties. 

14.2. Refunds.

1. In the event of a return, Sellers shall process refunds promptly and in accordance with their return policy.

2. It is Buyer’s responsibility to verify quantities and condition at the time of pick up. Once the item has been removed from Seller’s location for delivery to Buyer, whether by shipment, pick-up or otherwise, there will be no adjustments based on quantity or condition.

15. Disclaimer of Warranties

15.1. WEBSITE ACKNOWLEDGEMENT. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means, external to our site, for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

15.2. SELLER ACKNOWLEDGEMENT. YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED BY THIRD-PARTIES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PARTY ASSOCIATED WITH THE COMPANY (EXCLUDING BIDDERS AND SELLERS) MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY PARTY ASSOCIATED WITH THE COMPANY (EXCLUDING BIDDERS AND SELLERS) REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

16.2. COMPANY DISCLAIMER. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Limitation on Liability

16.1. SCOPE OF LIMITATION. THE LIMITATION OF LIABILITY CONTAINED IN THIS SECTION APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. UNDER NO CIRCUMSTANCES WILL THE COMPANY, INCLUDING, BUT NOT LIMITED TO, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OR ANY LOSS OR DAMAGE CAUSED BY YOU BEING EXPOSED TO INFORMATION CONTAINED ON THE WEBSITE OR FROM A WEBSITE SELLER. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITE OR PROVIDED BY A WEBSITE SELLER. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION OPINION, ADVICE OR OTHER CONTENT, INCLUDING OPINIONS OR ADVICE REGARDING THE IDENTIFICATION, VALUATION OR CARE OF ANY ITEMS LISTED FOR AUCTION OR OTHER SALE ON THE WEBSITE.

16.2. SCOPE OF LIMITATION CONTINUED. NEITHER THE COMPANY, ANY THIRD-PARTY CONTENT PROVIDER NOR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO ACCESS OR USE THE SITES OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY, AND THE LIABILITY OF SELLERS, BIDDERS, OR ANY OTHER WEBSITE USER TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF THE COMPANY, THIRD PARTY CONTENT PROVIDERS, AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. TO THE FULLEST EXTENT PERMITTED BY LAW, NO LEGAL ACTION SHALL BE BROUGHT, NO CAUSE OF ACTION SHALL BE ASSERTED, NOR SHALL ANY OTHER JUDICIAL OR NONJUDICIAL PROCEEDING BE COMMENCED, BY OR ON BEHALF OF ANY SELLER AGAINST THE COMPANY AFTER THE EXPIRATION OF TWELVE (12) MONTHS FROM THE DATE OF ACCRUAL OF SUCH CAUSE OF ACTION, AND ANY CLAIM OR CAUSE OF ACTION OF SELLER SHALL BE EXTINGUISHED AND DEEMED RELEASED UNLESS ASSERTED BY THE TIMELY FILING OF A LEGAL ACTION OR ANY COMMENCEMENT OF ANY OTHER JUDICIAL OR NONJUDICIAL PROCEEDING WITHIN SUCH TWELVE (12) MONTHS; PROVIDED, HOWEVER, IF ANY SHORTER PERIOD OF LIMITATIONS IS OTHERWISE APPLICABLE, SUCH SHORTER PERIOD SHALL GOVERN.

17. Disputes

17.1. Disagreements.

1. In the event of a dispute between Bidders, or between Bidders, Buyers and Sellers regarding an item listed on the Website, such parties agree to attempt to resolve the matter by and amongst themselves in a fair and reasonable manner without involvement of the Company.

2. It is the Buyer’s responsibility to verify quantities and condition at the time of pick up. Once the item has been removed from Seller’s location for delivery to Buyer, whether by shipment, pick-up or otherwise, there will be no adjustments based on quantity or condition. 

17.2. General Dispute Resolution and Arbitration.

1. The Company may, in its sole discretion, provide reasonable assistance in resolving disputes related to the Website, if all parties mutually consent in writing prior to the Company’s assistance. But the Company is not obligated to provide such assistance, even at parties’ mutual request, and in no event shall the Company be liable for any outcome in any dispute regardless of whether or not the Company provides reasonable assistance in resolving such dispute. This entire Section does not apply to disputes between Bidders and Sellers related to the DMCA or the Company’s DMCA policy, nor does it alter, modify, nor effect the Company’s DMCA Policy. The Company shall have no responsibility to compensate any party for any costs or expenses incurred as a result of the Company’s reasonable assistance.

2. In the event that the Company decides to provide reasonable assistance in resolving a dispute between Bidders, Sellers and/or Buyers, or in the event that such assistance does not occur or is unsuccessful, the Bidder(s), Seller(s) and/or Buyers of the dispute agree that if the dispute cannot be settled through direct discussions, the parties will then endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Company shall have no responsibility to compensate any party for its costs or expenses incurred as a result of mediation or arbitration.

3. If a dispute arises from Seller’s use of the Website, or relates to the Sellers Terms and Conditions resulting in or representing a Seller asserting, against the Company, claims, allegations, or any other contentions cognizable under applicable law, and if the dispute cannot be settled through direct discussions between the parties, the Seller agrees to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The Seller further agrees that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Company shall have no responsibility to compensate an opposing party for its costs or expenses incurred as a result of mediation or arbitration.

4. The decision of an arbitrator pursuant to this Section shall be final and binding on the parties to such arbitration and may be used (without limitation) as a basis for judgment in any country which has ratified the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

18. Indemnification

You agree to defend, indemnify, and hold harmless the Company, including, but not limited to, its affiliates, licensors, service providers, officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your use of the Website or the use by any party accessing the Website via your account. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with the Company’s defense of such claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees.

19. Right to Monitor and Editorial Control

The Company reserves the right, but does not have an obligation, to monitor and/ or review all information and materials posted to the Website or through the Website’s services or features by users, and the Company is not responsible for any such information and materials posted by users. However, the Company reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials in whole or in part, that in the Company’s sole discretion are objectionable or in violation of these Seller Terms and Conditions, the Companies policies or applicable law. The Company may also impose limits on certain features of the Website or restrict your access to part or all of the Website without notice or penalty if we believe you are in breach of the guidelines set forth in this Section, our Bidder Terms and Conditions, our Seller Terms and Conditions, applicable law, or for any other reason without notice or liability.

20. Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

20.1 Scope of Company’s Rights. These Seller Terms and Conditions permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

1. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

2. You may store files that are automatically cached by your Web browser for display enhancement purposes.

3. You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

4. If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

5. Users acknowledge that they must not:

   • Modify copies of any materials from this site.

   • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

   • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

   • Not access or use for any commercial purposes any part of the Website or any services or materials available through the Website. 

20.2. User Acknowledgement. If you print, copy, modify, download, or otherwise use or provide any other party with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

20.3 Trademarks. The Company name, Millennium logo and all other related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

20.4 Copyrights. The Company takes claims of copyright infringement seriously. For more information, please review our Digital Millennium Copyright Act (DMCA) Policy before accessing the Website.

21. Privacy

You consent to the collection and use of your personal information by the Company for the purpose of creating your registration, participating in one or more auctions or other sales, and using the Website. For further information on how your personal information is collected, used and disclosed by the Company, please consult our Privacy Policy.

22.Termination

The Company reserves the right to terminate or suspend the Website account of any Seller who violates these Seller Terms and Conditions or engages in fraudulent, illegal, or unethical behavior on the Website.

23. Trade Compliance

To the extent Buyer uses the Website or the Company’s services to facilitate the purchase or sale of any item, Buyer shall at all times comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations.  Buyer, each party or group of parties that owns or controls Seller, and each of such parties’ financiers are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the Canadian Government, the European Union or its Member States, or other applicable government authority.

24. Governing Law 

The Seller Terms and Conditions and the relationship between Sellers and the Company shall be governed by the laws of the State of Wisconsin, without regard to its conflict of law provisions. You agree that any cause of action that may arise under the Seller Terms and Conditions shall be commenced and be heard in the appropriate court in the State of Wisconsin. You agree to submit to the personal and exclusive jurisdiction of the applicable courts located in the State of Wisconsin. The Company’s failure to exercise or enforce any right or provision of the Seller Terms and Conditions by the Company must be made in writing and signed by an authorized representative of the Company specifically referencing these Seller Terms and Conditions and the provision to be waived. If any provision of the Seller Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Seller Terms and Conditions remain in full force and effect. These Seller Terms and Conditions will inure to the benefit of, and are intended to be enforceable by, the Company’s successors, assigns and licensee. 

25. Waiver and Severability

No waiver by the Company of any term or condition set out in these Seller Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Seller Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Seller Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Seller Terms of Use will continue in full force and effect.

26. Headings

Headings used in these Seller Terms and Conditions are for convenience only and are not to be relied upon.

27. Interpretation.  Capitalized terms used in these Seller Terms and Conditions shall have the meanings ascribed to such terms herein. If a capitalized term used herein is not defined herein, then such term shall have the meaning ascribed to such term in the counterpart agreement, i.e., the Bidder Terms and Conditions; provided that, for the avoidance of doubt, to the extent a capitalized term used herein is defined in both the Bidder and Seller Terms and Conditions, the meaning ascribed to such term in these Seller Terms and Conditions shall prevail.

28. Contact Information

For any questions or concerns regarding these Seller Terms and Conditions or the Website’s services, please contact us at:

Broadband Surplus

Millennium

2121 Hobbs Dr

Delavan, WI 53115

Email: info@broadbandsurplus.com

BY USING THE BROADBAND SURPLUS AUCTION SITE, SELLERS ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTOOD, AND AGREED TO THESE SELLER TERMS AND CONDITIONS.Jan