BroadenSurf Supplier Terms
Supplier Agreement – Registration
BroadenSurf.com reserves the right to amend this Agreement at any time by posting the amended terms on the Site.
This Agreement is made as of this day between BroadenSurf.com and Online Registrant Supplier (hereinafter referred to as the “Supplier”). The Supplier wishes to access the BroadenSurf portfolio of products and services (hereinafter referred to as the “Program”) for the sale of supplies, services, and/or equipment (collectively, “Products”).
BroadenSurf agrees to furnish the Supplier with Program information and assist the Supplier in the effective use of the Program. The Supplier agrees to abide by the following terms and conditions:
1. Supplier Eligibility. BroadenSurf services are available only to, and may only be used by, qualified and approved Vendors of whom meet all eligibility requirements register as a public supplier on BroadenSurf.com. If you do not qualify, please do not use the BroadenSurf Site.
2. Fees and Services. Joining, Posting and/or Buying items at BroadenSurf is provided at a 10% administrative fee per sale outside the scope of affiliate linked products. Suppliers are charged 10% upon completion of a transaction of their product or service. The Supplier is aware and understands that administrative monthly fees are non-applicable. All completed transactions will be collected by suppliers based on sales to Buyers and/or other Suppliers through scheduled payments. BroadenSurf may provide the Supplier with an annual report if requested by the supplier.
3. BroadenSurf is a Venue. The BroadenSurf website and services act as a venue to allow supplier entities to offer, sell, and buy products in a variety of pricing formats, including a fixed price format and an auction-style format commonly referred to as “online auctions” or “auctions.” BroadenSurf is not involved in the actual transaction between Buyers and Suppliers. As a result, BroadenSurf has no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of Suppliers to pay for items. BroadenSurf cannot ensure that a Supplier or Buyer will actually complete a transaction. Consequently, BroadenSurf does not transfer legal ownership of items from the Supplier to the Buyer, and nothing in this agreement shall modify the governing provisions of Ca. Com. Code § 2401(2) and Uniform Com. Code § 2-401(2), under which legal ownership of an item is transferred upon physical delivery of the item to the Supplier by the Supplier.
4. Release. Because BroadenSurf is a venue, in the event that you have a dispute with one or more users (buyers or suppliers), you release BroadenSurf (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
5. Information Control. BroadenSurf does not control the information provided by other Suppliers that is made available through our system. You may find other Supplier’s information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using the Site.
6. Bidding and Buying. As a Supplier, you are obligated to complete the transaction with the buyer:
· if you supply an item through one of our fixed price formats; or
· if you are the awarded bidder at the end of an auction (meeting the applicable minimum bid or reserve requirements and your Supplier defined criteria) and your bid is accepted by the Buyer, unless the transaction is prohibited by law or by this Agreement. By bidding on an item you agree to be bound by the conditions of sale included in the item’s description so long as those conditions of sale are not in violation of this Agreement or unlawful.
7. Disclaimers and Limitation on Liability. BroadenSurf, through the online applications at www.BroadenSurf.com, is merely providing Buyers and Suppliers a venue to conduct a social marketplace via the Internet. Therefore, BroadenSurf makes no representation as to the accuracy or completeness of the information provided by Suppliers or Suppliers using the BroadenSurf service. Suppliers should exercise due diligence in their use.
YOU, AS A REGSITERED SUPPLIER, EXPRESSLY AGREE THAT YOUR USE OF BroadenSurf.COM IS AT YOUR OWN RISK. BroadenSurf.COM AND ITS SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING AND COURSE OF PERFORMANCE.
BroadenSurf SHALL IN NO WAY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE BroadenSurf.COM AND ITS SERVICES, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH BroadenSurf.COM AND ITS SERVICES OR RESULTING FROM ANY ALTERATION, MIS-DELIVERY OR MISCOMMUNICATION OF DATA, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF BroadenSurf HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGARDLESS, IN NO EVENT SHALL BroadenSurf’S LIABILITY TO YOU EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO BroadenSurf DURING THE SIX (6) CONSECUTIVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
9. Term and Termination. The term of this Agreement will begin on the date the Supplier is granted membership in BroadenSurf and continue until terminated by either party. The Supplier may terminate this Agreement upon 10 days prior written notice to BroadenSurf. BroadenSurf, at it’s sole discretion, may terminate or suspend the Supplier’s Account: immediately if the Supplier violates any of the terms of this Agreement; or upon 10 days prior written notice to the Member.
10. Warranties. The Supplier understands and acknowledges that BroadenSurf, through the Program, is performing a service and is not affecting a sale between the buyer and any supplier. Accordingly, Supplier acknowledges and agrees that BroadenSurf makes no representation or warranty, express or implied, as to any matter whatsoever, including, without limitation, to the merchantability or fitness for a particular purpose with respect to any of the Products. Additionally, Supplier acknowledges and agrees that BroadenSurf shall have no liability whatsoever for personal injury, property damage, or lost profits caused by, or related to, the Products.
11. Indemnity. You agree to indemnify and hold BroadenSurf and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
12. Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.
13. Governing Law. This Supplier Agreement shall be construed in accordance with the laws of the State of California, without regard to the choice of law provisions, statutes, regulations or principles of this or any other jurisdiction.
14. Conflict Resolution. Any claim controversy that arises out of or related to this Supplier Agreement, or the breach of it, will be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court possessing jurisdiction.
15. Notices. This Agreement constitutes the entire understanding and agreement between the parties. In witness thereof, authorized agents of the parties have executed this Agreement as of the date first written above.