Supplier Portal Terms & Conditions

Last updated: February 20, 2025

These Supplier Portal Terms and Conditions (the “Agreement”) are between ArrowStream Software, LLC, a Delaware limited liability company, with an address at 2275 Half Day Road Suite 337, Bannockburn, IL 60654 (“ArrowStream”), and the person or entity using the ArrowStream Service (defined below) (“User”).

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX OR OTHERWISE INDICATING ACCEPTANCE, OR (2) USING THE ARROWSTREAM SERVICES, USER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “USER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE ARROWSTREAM SERVICES.

ArrowStream and User agree as follows:

1. BACKGROUND. ArrowStream provides a cloud-based software and service solution designed specifically for the foodservice industry (“ArrowStream Central Platform”). Subject to the terms and conditions of this Agreement, User is provided access to its supplier account on the ArrowStream Central Platform (“Supplier Portal”) to enable User to collaborate with and market to ArrowStream clients including, without limitation, by responding to RFPs issued by the ArrowStream clients, updating product pricing for items User sells to ArrowStream clients, responding to food quality issues logged by ArrowStream clients and to customize User’s supplier directory profile that is viewed by ArrowStream clients. Access to the Supplier Portal, in addition to the collaboration and marketing tools available to User from time to time, and are developed, operated, and maintained by ArrowStream, and any ancillary products and services, are herein referred to as the “ArrowStream Service”.
2. ARROWSTREAM SERVICE.
   
   1. Right to Access. Subject to the terms and conditions of this Agreement, ArrowStream grants User and its Authorized Users a non-exclusive, non-transferable, non-sublicensable right and license to access and use the ArrowStream Service solely as set forth in this Agreement. For purposes of this Agreement, an “Authorized User” means User’s employees, representatives, consultants, contractors or agents who are authorized to use the ArrowStream Service for User’s benefit and have unique user identifications and passwords for the ArrowStream Service. User will use reasonable security means to preserve user identification and passwords as confidential and have a standard processes for deactivating terminated users.
   2. Account Set Up and Access. Any Authorized User seeking access to the ArrowStream Service will be required to provide certain background and contact information such as the individual’s email address, company name, name, title and phone number and will create a password to access the ArrowStream Service. User shall be responsible for all use of the ArrowStream Service and Content, including without limitation, the acts and omissions of its Authorized Users. A login ID or password may be suspended or terminated by ArrowStream upon reasonable evidence of unauthorized or improper use.
   3. User Content. As used herein, the term “Content” includes, without limitation, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the ArrowStream Service, including without limitation all User Content (as defined below). All Content created through or submitted to the ArrowStream Service by or through User (collectively “User Content”) is the sole responsibility of User. User acknowledges and agrees that ArrowStream will not assume any, and hereby disclaims all, responsibility and liability for User Content and any modifications thereto. User hereby grants ArrowStream a worldwide, non-exclusive, royalty-free, fully paid-up license to use, reproduce, perform, display, modify, and distribute the User Content in connection with providing (1) the ArrowStream Service or (2) for purposes of creating and publishing anonymized market analyses, indexes, benchmarks or reports, or (3) for any other commercial purposes where the User Content is aggregated and anonymized. ArrowStream, without notice, review, edit and delete any User Content that ArrowStream determines in good faith violate the terms of this Agreement, provided that, ArrowStream has no duty to prescreen, control, monitor or edit User Content.
   4. Reserved Rights. ArrowStream reserves the right to modify or discontinue any part of the ArrowStream Service at any time.
   5. Service Support. ArrowStream will provide User with online training and support materials for User’s use of the ArrowStream Service.
   6. Third Party Sites. The ArrowStream Service or ArrowStream Content may include links to other internet sites. User acknowledges and agrees that such links are provided for its convenience and do not reflect any endorsement by ArrowStream with respect to the provider of such linked site or the linked site. USER’S USE OF ANY LINKED SITE IS SOLELY AT USER’S OWN RISK. ARROWSTREAM MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY LINKED SITE.
   7. No Sensitive Information. User agrees not to use the ArrowStream Service to collect, manage or process sensitive information. ArrowStream will not have any liability that may result from User’s use of the ArrowStream Service to collect, manage or process sensitive information. For purposes hereof, “Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information.
3. USE RESTRICTIONS. User is responsible for respecting ArrowStream’s and third parties’ rights with respect to content that appears on the ArrowStream Service and may not download, email or otherwise transmit such content in violation of ArrowStream’s and third parties’ rights. Except as expressly permitted in this Agreement, User shall not directly or indirectly (a) use any of ArrowStream’s Confidential Information (defined below) to create any service, software, documentation or data that is similar or competitive to any aspect of the ArrowStream Service, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the ArrowStream Service or ArrowStream Platform, or the underlying ideas, algorithms or trade secrets therein, (c) encumber, sublicense, transfer, rent, lease, time-share or use the ArrowStream Service in any service bureau arrangement or otherwise for the benefit of any third party, (d) copy, harvest, scrape, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the ArrowStream Service or ArrowStream Platform, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction, (f) interfere or attempt to interfere with the proper working of the ArrowStream Service or ArrowStream Platform or any activities conducted thereon, (g) remove any copyright patent, trademark, or other intellectual property notices, information, and restrictions contained in any Content accessed through the ArrowStream Service or ArrowStream Platform, (h) use or exploit any portion of the ArrowStream Service or ArrowStream Platform to provide any commercial services to third parties, or (i) permit any Authorized User or third party to engage in any of the foregoing prohibited acts. User is responsible for its Authorized Users’ compliance with the terms of this Agreement.
4. TERM; SUSPENSION; TERMINATION
   
   1. Term. Unless otherwise specified or terminated as provided herein, this Agreement shall commence on the date User is provided access to the ArrowStream Service and shall continue until terminated by User or ArrowStream.
   2. Suspension of ArrowStream Service. ArrowStream may suspend User’s and any Authorized User’s access to any or all ArrowStream Service without notice for: (i) use of the ArrowStream Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) repeated instances of posting or uploading inaccurate or misleading material, or material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity or that breach the Use Restrictions in Section 3. Nothing in this clause limits ArrowStream’s rights to terminate This Agreement as outlined below.
   3. Termination. If ArrowStream determines that User or its Authorized Users are acting, or have acted, in a way that has or may negatively reflect on or affect ArrowStream or its Users or otherwise materially breach the terms of this Agreement, ArrowStream may terminate this Agreement upon providing notice to User. In addition, ArrowStream may suspend, limit, or terminate, for any reason at any time without notice, any ArrowStream Service that are provided to User for free or due to inactivity.
   4. Effects of Termination. Upon any expiration or termination of this Agreement, all corresponding rights, obligations and licenses of the parties shall cease. The provisions of Section 2(c) (Content), Section 5 (Confidentiality), Section 6 (Intellectual Property), Section 7 (Limited Warranty and Disclaimers. Indemnification), Section 8 (Limitation of Liability), Section 12 (Miscellaneous Provisions) and this Section 4(d) shall survive.
5. CONFIDENTIALITY
   
   1. Definition. Each party agrees that the business, technical and financial information, including without limitation, the ArrowStream Platform and all software, source code, inventions, algorithms, know-how and ideas and the terms and conditions of this Agreement, designated in writing as confidential or disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of the disclosing party and its licensors (“Confidential Information”). For the avoidance of doubt, any and all data provided to User through the ArrowStream Service (other than User Content) shall be considered ArrowStream’s Confidential Information. Confidential Information does not include information that (a) is previously rightfully known to the receiving party without restriction on disclosure, (b) is or becomes known to the general public, through no act or omission on the part of the receiving party, (c) is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation, or (d) is independently developed by the receiving party.
   2. Confidentiality. Except for the specific rights granted by this Agreement, the receiving party shall not access, use or disclose any of the disclosing party’s Confidential Information without its written consent, and shall use at least the standard of care used to protect its own Confidential Information, but not less than reasonable care to protect the disclosing party’s Confidential Information, including ensuring that its employees and contractors with access to such Confidential Information (a) have a need to know for the purposes of this Agreement and (b) have been apprised of and agree to restrictions at least as protective of the disclosing party’s Confidential Information as this Agreement. Each party shall be responsible for any breach of confidentiality by its employees and contractors.
   3. Required Disclosure. Nothing herein shall prevent a receiving party from disclosing any Confidential Information as necessary pursuant to any applicable court order, law, rule or regulation; provided that prior to any such disclosure, the receiving party shall use reasonable efforts to (a) promptly notify the disclosing party (to the extent legally permitted) in writing of such requirement to disclose and (b) cooperate with the disclosing party in protecting against or minimizing any such disclosure or obtaining a protective order.
   4. Remedies. Each party agrees that, in the event of any breach or threatened breach of this Section 5, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.
6. INTELLECTUAL PROPERTY
   
   1. Proprietary Rights. The ArrowStream Service, ArrowStream Platform and all Content therein (excluding User Content), such Content is referred to herein as “ArrowStream Content”) are owned by ArrowStream and third parties and are protected by the United States Copyright Act of 1976, as amended, and the copyright laws of other countries. Certain materials are used by permission of their respective owners. Subject to the limited rights and licenses expressly granted hereunder, ArrowStream (and its licensors) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the, all ArrowStream Content, all ArrowStream trademarks, names, logos, all copies, modifications and derivative works thereof, and all rights to patent, copyright, trade secret and other proprietary or intellectual property rights therein. “ArrowStream” is a trademark owned by ArrowStream. Other trademarks are used with the permission of their respective owners. User agrees not to use or display trademarks without the prior written consent of ArrowStream or the owner of such mark. ArrowStream Content may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without the prior written permission of ArrowStream. Modification or use of the ArrowStream Content for any other purpose is a violation of the rights of ArrowStream, or third parties.
   2. User Content. Subject to the rights and licenses expressly granted hereunder, User shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the User Content.
   3. Feedback. All User suggestions for correction, change or modification to the ArrowStream Service and other feedback, information and reports provided to ArrowStream hereunder, will be the property of ArrowStream, and User shall and hereby does assign any rights in such communications to ArrowStream.
7. LIMITED WARRANTY AND DISCLAIMERS; INDEMNIFICATION
   
   1. General. Each party represents and warrants that: (i) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement is legally binding upon it and enforceable in accordance with its terms; (iii) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding to which it is a party or by which it may be bound; and (iv) it will perform its obligations hereunder in accordance with all applicable laws.
   2. User. User represents and warrants that (i) User has all rights to grant the licenses to ArrowStream set forth herein, including without limitation to User Content, without infringement or violation of any applicable laws or third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights, and (ii) User shall not make available through the ArrowStream Service any Content that is inaccurate, misleading, disparaging, obscene, offensive, or otherwise inappropriate or that contains any viruses or any other harmful code.
   3. Specific Limitations. ArrowStream will not be responsible or liable for any failures in the ArrowStream Service or any other problems which are related to (a) the User Content (b) scheduled maintenance of the Supplier Portal or ArrowStream Platform, (c) any unavailability caused by circumstances outside of ArrowStream’s control such as force majeure, Internet service provider failure or delay, or denial of service attacks, (d) User’s equipment malfunctions, or (e) User’s or any third party’s products, services, negligence, acts or omissions.
   4. Disclaimer. ACCESS TO THE ARROWSTREAM SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS SPECIFIED IN THIS SECTION 7, ARROWSTREAM EXPRESSLY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE ARROWSTREAM SERVICE OR ONDEMAND SYSTEM WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ARROWSTREAM MAKES NO WARRANTY THAT THE ARROWSTREAM SERVICE WILL MEET USER’S REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED BY USE OF THE ARROWSTREAM SERVICE WILL BE ACCURATE OR RELIABLE.
   5. User agrees to defend against and hold ArrowStream harmless from any claim by a third party that arises from or is related to (a) any User Content, (b) User’s use of the ArrowStream Service in violation of this Agreement, and to indemnify ArrowStream for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of such claims. Any claim for indemnification hereunder requires that User provide prompt written notice of the claim to ArrowStream and reasonable cooperation, information, and assistance in connection therewith, and User shall have sole control and authority to defend, settle or compromise such claim. User shall not make any settlement that requires a materially adverse act or admission by ArrowStream without ArrowStream’s written consent (such consent not to be unreasonably delayed, conditioned or withheld). ArrowStream shall not be liable for any settlement made without its prior written consent.
8. LIMITATIONS OF LIABILITY. ARROWSTREAM AND ITS LICENSORS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHALL BE NOT BE LIABLE TO USER, NOR TO ANY OTHER INDIVIDUAL OR ENTITY, FOR ANY SPECIAL INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, SAVINGS OR REVENUE OR THE USE OR INABILITY TO USE THE ARROWSTREAM SERVICE, THE SUPPLIER PORTAL, ARROWSTREAM CENTRAL PLATFORM, OR OTHER SERVICE AND/OR ANY OUTPUT THEREOF, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, IN ANY WAY ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. ArrowStream’s total liability under this Agreement or breach hereof shall be limited to fees actually received by ArrowStream from User during the three (3) months immediately prior to the date on which such claim arose.
9. GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of Illinois and the United States without regard to conflicts of laws provisions thereof. Exclusive jurisdiction and venue for actions related to this Agreement will be the state and federal courts located in Cook County, Illinois, and both parties consent to the jurisdiction of such courts with respect to any such actions.
10. PUBLICITY. User hereby consents to inclusion of its name and logo in client lists and marketing materials that may be published as part of ArrowStream’s marketing and promotional efforts.
11. NOTICES. All notices under this Agreement will be in writing and delivered to the parties, for ArrowStream, at the street or email address stated herein, and for User, at such address provided at the time of account registration or renewal, or, in each case, at such other address designated by written notice. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email or facsimile; the day after being sent, if sent for next day delivery by overnight delivery service.
12. MISCELLANEOUS PROVISIONS. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof. There is no agency, partnership or joint venture relationship between any user of the ArrowStream Service and ArrowStream arising solely through the use of the ArrowStream Service. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by User without ArrowStream’s written consent. This Agreement is binding on User’s successors, assigns, heirs and executors. If any provision of the Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Agreement, which shall remain in full force and effect. The failure of ArrowStream to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or condition. Any claim or cause of action arising out of or related to the ArrowStream Service, ArrowStream Central Platform or the Agreement must be filed within one year after such claim or cause of action arose. The section titles of the Agreement are merely for convenience and will not have any effect on the substantive meaning of this Agreement.
13. AMENDMENT. ArrowStream may update and change any part or all of the Supplier Portal Terms and Conditions, from time to time.