Red Lobster Management LLC

Vendor Portal Terms & Conditions of Use

These Terms are effective as of October 1, 2017.

By accessing or using any features of this vendor portal service (the “Vendor Portal”), owned and operated by Red Lobster Management LLC, on behalf of itself and for its affiliates (“Red Lobster,” “We” or “Us”), you agree to be bound by these terms of use (the “Terms”).

Red Lobster reserves the right to prospectively modify the Terms at any time by posting revised Terms on the Vendor Portal without other prior notice to you, and therefore, Red Lobster recommends that you read these Terms carefully each time you use the Vendor Portal. If you, or your organization, are unwilling to be bound by these Terms, you should not access or use the Vendor Portal.

Eligibility

All visitors to and users of any aspects of the Vendor Portal (collectively, “Users”) are bound by these Terms of Use. Only registered Users acting on behalf of a current Red Lobster vendor that provides us products or services (“Vendor”), for purposes of doing business with Red Lobster, may access or use the Vendor Portal.  Each Vendor enters into these Terms through its Users, who accept these terms as an individual user and on behalf of the Vendor and represents and warrants they have the authority to do so.  This Vendor Portal may only be accessed or used by Users that are then authorized personnel of Vendors for the sole purpose of tracking the status of their invoices or using other Vendor services we may make available to our Vendors from time-to-time for the Vendor’s use in providing products or services to us, and tracking payments related thereto (“Authorized Purpose”). 

Additional Terms

These Terms are Additional Terms to our general online service Terms of Use available at https://www.redlobster.com/terms-conditions#red-lobster-terms-of-use (“General Terms of Use”) provided, however, that although the Vendor Portal is a Service thereunder, terms and conditions applicable only to consumers (e.g., Rewards Program) and our consumer Services (e.g., gift cards, reservations, etc.) do not apply to this Vendor Portal.  In the event of a conflict between those General Terms of Use and these Terms, as relates to this Vendor Portal, these Terms shall govern.  Defined terms from the General Terms of Use used herein shall have the meaning subscribed in the General Terms of Use.  Some portions and features of this Vendor Portal may also be subject to separate additional terms that may be posted in connection with them, which shall also be Additional Terms.  These Terms apply in addition to any other policies or agreements that govern your relationship with us, including but not limited to any vendor service agreements, purchase agreements, purchase orders, vendor guides, etc.  For purposes of certainty, in the event of the conflict between any such agreement or policy and these Terms, these Terms shall govern in so far as use of the Vendor Portal is concerned.

Privacy

Our data collection, use, sharing and security practices regarding the Vendor Portal are set forth in our Privacy Notice, which is available at https://www.redlobster.com/privacy-policy, to which you consent.  However, as the Vendor Portal is not for consumers, certain provisions applicable to consumers such as consumer data rights under the California Shine the Light Act do not apply to Vendor Portal access and use.

Registration and Accounts

In order to access the Vendor Portal, a User will be required to register at least one User account. Users will be issued, or given the ability to select, a “User ID” and password. You must agree to provide us with accurate and complete registration information, and to inform us immediately of any updates or other changes to such information. For example, you may not: (i) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person, or (ii) use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization. In addition, we reserve the right to refuse registration of, or cancel a User ID in our discretion. Users must associate their Vendor business email with their User account.  Vendor is ultimately responsible for all Users associated with its organization, and for keeping the User IDs and passwords thereof limited to use by current authorized personnel and will indemnify and hold Red Lobster harmless in all regards in connection with Users registering accounts under Vender and their activities in connection with the Vendor Portal.

Users are responsible for maintaining the confidentiality of their User ID and password; and Vendor and User are fully responsible for all activities that occur under User account and account User IDs, whether or not you authorize such activities.  Vendor agrees to immediately notify us, as set forth in the “Contact and Violations” section below, of any suspected unauthorized use of a User ID or password associated with Vendor, and of any change in personnel status that would result in loss of authorization to use the Vendor Portal on behalf of the Vendor.  Users shall ensure that they exit from their account at the end of each session.  Vendor represents and warrants that all people accessing and using the Vendor Portal using a User ID are authorized to access and use the Vendor Portal on the organization’s behalf, and will do so only for the Authorized Purposes and in compliance with these Terms. Vendor agrees to conduct at least an annual review of all of its organization’s User IDs to ensure that such Users are still authorized to access the Vendor Portal.

Vendor and Users shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to (a) safely administer the distribution and use of all User IDs and passwords and protect against unauthorized access to or use of the Vendor Portal; and (b) control the content and use of User Content, including the uploading or other provision of User Content to the Vendor Portal.

Use of the Service License

Red Lobster grants you a limited license to make use of the Vendor Portal on behalf of Vendor for the Authorized Purpose only. Without limiting the generality of the Service Use and Content Use restrictions of our General Terms of Use, available at https://www.redlobster.com/terms-conditions#red-lobster-terms-of-use, this license grant does not include, and you are prohibited from: (a) any resale or commercial use of the Vendor Portal or Content therein; (b) the collection and use of any Content, or derivatives thereof, other than for the Authorized Purpose; (c) use of any data mining, robots, or similar data gathering and extraction methods on the Vendor Portal; or (d) or any other use of the Vendor Portal that is competitive to us or in any way harmful to us, the Vendor Portal or other Vendors or Users.  Except as noted in the limited usage license above, Users of the Vendor Portal are not conveyed any right or license, by implication, estoppel, or otherwise, in or under any patent, trademark, copyright, or proprietary right of Red Lobster or any third party.

Submissions, Contacting Us and Feedback

Any Content you submit to us via the Vendor Portal is User-Generated Content you irrevocably license to us to use for any purpose without compensation or attribution to you as more fully set for in the “Content You Submit” section of our General Terms of Use available at https://www.redlobster.com/terms-conditions#Content-You-Submit.

Changes & Monitoring

You agree and understand that the Vendor Portal, including any and all Content and features available via the Vendor Portal, may be discontinued or modified by us, in whole or in part,  in our sole discretion, at any time without prior notice. Unless expressly stated otherwise, any new features, new services, enhancements or modifications to the Vendor Portal implemented after your initial access to the Vendor Portal shall be subject to these Terms. We reserve the right to, but make no commitment to, monitor User-Generated Content or User Vendor Portal Use.  We reserve the right to investigate and take appropriate action, including legal action, in our sole discretion, against anyone who violates these Terms, including without limitation, by removing any User-Generated Content posted or otherwise submitted in violation of these Terms or our General Terms of Use, and/or suspending or terminating the registration of Users and/or Vendors and/or their right to access or use the Vendor Portal.

Limitation of Rights and Remedies and Mandatory Arbitration

Our General Terms of Use [Link to https://www.redlobster.com/terms-conditions#red-lobster-terms-of-use], applicable hereto, greatly limit your rights and remedies, and our liability in connection with the Vendor Portal, and require that most disputes related thereto be resolved by arbitration.

Miscellaneous

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and you do not have any authority of any kind to bind Red Lobster in any respect whatsoever. We may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Vendor Portal. These Terms, as they supplement and amend our General Terms of Use [Link to https://www.redlobster.com/terms-conditions#red-lobster-terms-of-use] in connection with the Vendor Portal, constitute the entire agreement among you and Red Lobster regarding use of the Vendor Portal. These Terms are not assignable, transferable or sub-licensable by you, except with our prior written consent. The headings in these Terms are for convenience only and have no legal or contractual effect.

Contact and Violations

Please contact us with any questions regarding these Terms. Please report any violations of the Terms, or account changes or issues to nweaver@redlobster.com.