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Supplemental Terms of Use – Vendor Portal

 

Last updated November 3, 2021

The Vendor Portal (the “Portal”) is provided to you by Raley’s, together with its affiliates and subsidiaries (collectively, “Raley’s,” “we,” “us,” or “our”), as a service to our third-party vendors. We offer to you the services available on the Portal in exchange for your agreement with all of these Supplemental Terms of Use (these “Terms”).

By accessing or using the Portal in any manner, you agree to follow and be bound by these Terms concerning your use of the Portal. If you do not agree to these Terms, you must not create a Portal account and must not use the Portal.

ADDITIONAL TERMS
These Terms are supplemental to and in addition to the general Terms of Use found at raleys.com/terms-of-use and any other legal and privacy notices posted on the Portal, which are hereby incorporated into these Terms. Additional policies and terms may apply to specific portions of the Portal and are not included as part of these Terms. Please refer to and review all such additional terms, which include, but may not be limited to, the Privacy Policy (collectively, the “Additional Terms”). If there is a conflict between these Terms and the Additional Terms, the latter shall have precedence with respect to your use of that area of the Portal.

MODIFICATION OF TERMS AND ADDITIONAL TERMS
We may revise these Terms and/or the Additional Terms at any time without notice to you. If the Terms or Additional Terms are revised, we will post the new terms on the Portal and note the date they were last updated. Any changes or modifications will be effective upon posting of the Terms or Additional Terms as revised, and your use of the Portal following the posting will constitute your acceptance of these Terms and the Additional Terms as revised. Please review these Terms and the Additional Terms on a regular basis.

PORTAL ACCESS AND ACCOUNT SECURITY
You are responsible for both:

  • Making all arrangements necessary for you to have access to the Portal.
  • Ensuring that all persons who access the Portal through your internet connection are aware of these Terms and comply with them.

To access the Portal or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Portal that all the information you provide on the Portal is correct, current, and complete. You agree that all information you provide to register with this Portal or otherwise, including, but not limited to, through the use of any interactive features on the Portal, is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Portal or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name 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 password or other personal information.

We have the right to disable any user name, 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 Terms.

USE OF PORTAL
You agree to use the Portal only to post, send and receive material that is related to the particular services offered through the Portal. You agree you are responsible for any information uploaded to the Portal. You are responsible for use of the Portal by your representatives and agree to inform them of these Terms and such individual’s obligation to comply with them.

You are prohibited from engaging in any use of the Portal that is (i) unlawful, (ii) may result in damage to the Portal, (iii) may cause interruptions in availability of the Portal and (iv) interferes with normal business operations. You further agree that you will not do any of the following:

  • Attempt to bypass login or security controls.
  • Access the Portal except through the visual user interfaces authorized by Raley’s or through our authorized accessibility alternatives.
  • Use the Portal for any commercial uses other than management of your vendor account with us, unless you obtain Raley’s prior written approval.
  • Use or launch any automated system, including without limitation, “robots,” “spiders,” “crawlers,” or “offline readers” (other than screen readers and similar devices designed to assist visually impaired persons), that accesses the Portal.
  • Upload files that contain software or other material protected by intellectual property laws unless you own or control the rights thereto or have received all necessary consents.
  • Misrepresent your identity, provide false information, impersonate another person or entity, or misrepresent your relationship with a person or entity or attempt to use another’s Portal account.

RALEY’S SERVICES
Raley’s may make improvements and/or changes in the scope of services and/or the programs described through the Portal at any time without notice. Furthermore, certain services and/or programs may not be available in your location. References to those services and/or programs do not imply that Raley’s intends to offer them in your location. Raley’s controls and operates the Portal from the United States and makes no representation that the Portal is appropriate or available for use in all locations.

THIRD PARTY CONTENT
Certain content from third parties (“Third Party Content”) may be made available as part of the Portal or through links from the Portal. Raley’s makes no representation with respect to, nor does it guarantee or endorse the accuracy, completeness, timeliness, reliability, suitability, or correct sequencing of any Third Party Content. Likewise, Raley’s does not endorse, oppose or edit any information or analysis provided by such third parties. You should refer to the policies posted on third party web sites regarding privacy and terms of use prior to using such sites. You agree that Raley’s is not responsible for Third Party Content accessible through the Portal and understand that you bear all risks associated with the use of such content.

OWNERSHIP
Any and all content posted on the Portal is owned by Raley’s and others and is protected by United States and international copyright, trademark and other laws. Except as stated in any order form or other agreement between Raley’s and the vendor (together with any applicable terms and conditions, an “Order Form”), no content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including without limitation, electronic, mechanical, photocopying, recording or otherwise without the prior written consent of Raley’s and/or the respective owner. You may not use Raley’s name, logo or other trademarks for any purpose without the express written consent of Raley’s. Any rights not expressly granted herein are reserved by Raley’s.

PORTAL AVAILABILITY
The Portal may be unavailable temporarily or the Portal’s performance may be degraded from time to time in order to maintain or upgrade the Portal. You acknowledge and agree that Raley’s may make your Portal account temporarily unavailable, or otherwise degrade its performance, under the following circumstances:

  • To perform regularly scheduled or unscheduled maintenance and/or upgrades;
  • For backup procedures or other system outages;
  • To investigate or correct data corruption issues;
  • In response to a security event or risk; and/or
  • In response to an uncontrollable event, such as a natural or human-made disaster, public health emergency, public safety incident, war, terrorist attack, civil insurrection, strike or other labor unrest, telecommunication or internet service interruption, or act of military, civil or regulatory authority. If there is an uncontrolled event, we will take reasonable steps to notify you that the Portal is unavailable, such as by posting a notice on our website or communicating with you through any of the contact information you have provided to us.

LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, RALEY’S IS NOT RESPONSIBLE FOR THE CONSEQUENCES OF OR RELIANCE ON ANY CONTENT OR THIRD PARTY CONTENT CONTAINED IN OR INFORMATION SUBMITTED TO THE PORTAL, OR SERVICES OBTAINED THROUGH THE PORTAL, AND THE RISK OF DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. USE OF THE PORTAL IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS PROVIDED IN ANY ORDER FORM, THE PORTAL, ALL CONTENT, AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. YOU AGREE THAT RALEY’S SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS, OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF THE SERVICES PROVIDED AT OR THROUGH THE PORTAL) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE PORTAL, SERVICES OR ANY CONTENT, ARRANGEMENTS MADE BASED ON INFORMATION OBTAINED AT THE PORTAL, OR SERVICES OBTAINED THROUGH THE PORTAL, EVEN IF RALEY’S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF RALEY’S (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ASSOCIATED WITH ANY CLAIM ARISING FROM THE PORTAL FOR ANY REASON WHATSOEVER SHALL BE LIMITED TO THE COST OF ACCESSING THE PORTAL, IF ANY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS, THEY MAY NOT APPLY TO YOU, AND YOU MAY HAVE CERTAIN ADDITIONAL RIGHTS.

INDEMNITY
You agree to defend, indemnify and hold Raley’s, its affiliates, and their respective employees, officers, directors, shareholders and agents harmless from any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from your use of the Portal, Services or Content.

POLICIES AND ENFORCEMENT
Raley’s has the right, but not the obligation, to monitor any activity and content associated with interactive areas on the Portal. Raley’s may access at any time and use internally for any lawful purpose information stored in its systems. Except as provided in an Order Form, Raley’s may disclose such information to any third party including law enforcement agencies to protect its rights and property in response to legal process, or in a good faith belief that such disclosure is justified or required in an emergency situation. We may investigate any reported violation of our policies or complaints and take any appropriate action we deem appropriate, including without limitation, issue a warning, suspend or terminate your access and use of the Portal, Services and/or Content at any time.
You acknowledge that any violation of these Terms could result in irreparable harm to Raley’s, the damages of which are incalculable. In case of such breach of these Terms, Raley’s shall have every remedy available at law, including immediate injunctive relief, in addition to remedies provided under any agreement with Raley’s.

CONSENT TO EMAIL COMMUNICATION
When you visit the Portal or send an email to us, you are communicating with us electronically. You consent to receive communications from us (including our vendors) electronically and agree that we (including our vendors) may communicate with you by email or by posting notices on the Portal.

APPLICABLE LAW
These Terms shall be governed exclusively by and construed in accordance with the laws of the State of California, United States of America without regard to conflict of laws. Both parties acknowledge that the Superior Court of the State of California in and for the County of Yolo and the associated federal and appellate courts shall have exclusive jurisdiction to hear and decide any dispute, controversy or litigation regarding arising out of or related to these Terms or any portion thereof.

GENERAL
These Terms and any other electronic documents, policies and guidelines incorporated herein will be: (a) deemed an “original” or “in writing” and to comply with all statutory, contractual, and other legal requirements for writing; (b) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (c) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained. If any portion of these Terms is found to be unlawful, invalid or unenforceable by a court of competent jurisdiction, that portion shall be deemed to be severed from the rest of these Terms and the remaining portions will be in effect, valid, and enforceable. No waiver, express or implied, by either party of any breach or default under these Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

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