These Supplier Portal Terms of Use (“Terms“) apply to the Fresh Thyme Market Supplier Portal (the “Supplier Portal”). These Terms are between Lakes Venture, LLC d/b/a/ Fresh Thyme Market (together with its affiliates, “Fresh Thyme,” “we,” “us,” or “our“) and the entity/person accessing or using the Supplier Portal (“you”, “your”,or “Supplier”).
Please read these Terms and our Privacy Policy carefully and if you do not agree with these Terms or Privacy Policy, do not access or use the Supplier Portal
You represent that you are a natural person over eighteen (18) years of age. You further represent that you may legally enter into these Terms and that you agree with these Terms. You agree to review these Terms and Fresh Thyme’s Privacy Policy frequently in order to notify yourself of any changes as Fresh Thyme may make changes at any time. Fresh Thyme will post all such changes on the Supplier Portaland all changes will be effective immediately upon posting. Material changes will be conspicuously posted on the Supplier Portal. By accessing or using the Supplier Portal after changes are posted, you agree to those changes.
1. Definitions
“Authorized User” means Supplier and Supplier's employees, consultants, contractors, and agents (i) who are authorized by Supplier to access and use the Services under the rights granted to Supplier under these Terms and (ii) for whom access to the Services has been authorized hereunder.
“Supplier Data” means information, data, and other content, in any form or medium, that is submitted, entered, posted, or otherwise transmitted by or on behalf of Supplier or any other Authorized User of Supplier through the Services, and any outputs based thereon or derived therefrom. Supplier Data does not include Aggregated Statistics.
“Personal Information” means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual. Supplier's business contact information is not, by itself, deemed to be Personal Information.
“System IP” means the Services, the documentation, and all intellectual property provided to you or Supplier in connection with the foregoing. For the avoidance of doubt, System IP includes Aggregated Statistics and any information, data, or other content derived from Fresh Thyme’s monitoring of Supplier's access to or use of the Services, but does not include Supplier Data. System IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Services.
“Services” means the services provided by Fresh Thyme within the Supplier Portal under these Terms.
2. Privacy Policy
Fresh Thyme’s Privacy Policy describes how your personal information and other information is collected, used, and shared and is hereby incorporated by reference into these Terms.
3. Access and Use
Subject to your compliance with all Terms, Fresh Thyme hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for Supplier’s or Fresh Thyme internal business operations. Fresh Thyme may provide you with the necessary passwords and access credentials to allow you access to the Services. Fresh Thyme further grants you a non-exclusive, non-sublicensable, non-transferable license to use the documentation during the Term solely for your internal business purposes in connection with the use of the Services. You shall not use the Services for any purposes beyond the scope of the access granted in these Terms.
4. Supplier Responsibilities
You are responsible and liable for all uses of the Services and documentation resulting from access provided to you, directly or indirectly, whether that access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions taken through your account, and any act or omission occurring through your account that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you.
You are solely responsible for evaluating (including by human review) output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the output and your decisions, actions, and omissions in reliance or based on the output. If you receive data or information not intended to you, you will promptly notify Fresh Thyme.
ALL OUTPUT IS THE CONFIDENTIAL INFORMATION OF FRESH THYME AND MAY NOT BE DISCLOSED IN ANY FORM WITHOUT FRESH THYME MARKET’S PRIOR WRITTEN CONSENT.
You are responsible for implementing reasonable data security processes and protocols to maintain the confidentiality of your use of the Services and any output obtained by the Services. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.
If your account has been designated by Supplier as an administrative user, you may be provided the ability to authorize other Authorized Users on behalf of Supplier. You shall be wholly responsible for verifying that any user that you authorize as an Authorized User is permitted access on Supplier’s behalf. You shall not designate as an Authorized User any person whom you have not verified as being permitted access on Supplier’s behalf.
Fresh Thyme Market may temporarily suspend your access to any portion or all of the Services at any time and for any reason or no reason, without notice or liability, including if you breach these Terms.
5. Intellectual Property Rights
You acknowledge that Fresh Thyme and/or Radian owns all right, title, and interest, including all intellectual property rights, in and to the System IP, and that neither you nor Supplier retain any right, title, or interest to the System IP. You and/or Supplier may access, use, or otherwise exploit the System IP solely as expressly licensed under these Terms.
Fresh Thyme acknowledges that, as between Fresh Thyme and Supplier, Supplier owns all right, title, and interest, including all intellectual property rights, in and to the Supplier Data, subject to the license granted herein. Supplier hereby grants Fresh Thyme a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Supplier Data and process the Supplier Data as may be necessary for Fresh Thyme to provide the Services to Supplier. Notwithstanding anything in these Terms to the contrary, unless prohibited by applicable law, we may delete Supplier Data at any time if we determine that Supplier Data violates these Terms or that deletion is necessary to comply with applicable law.
You acknowledge and agree that Fresh Thyme may aggregate and anonymize Supplier Data or your data in connection with the use of the System IP for the purpose of improving the System IP or the Services. Such aggregated and anonymized data (“Aggregated Statistics”) shall not at any time include any personal or personally identifiable information or information that is traceable to Supplier Data. All such aggregated data shall be owned by Fresh Thyme Market.
6. Confidentiality
The Services may provide you with access to confidential information belonging to Fresh Thyme, including but not limited to business operations, proprietary intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary materials—regardless of whether such information is marked or identified as “confidential” at the time of disclosure (collectively, “Confidential Information”).
For clarity, all System IP is deemed the Confidential Information of Fresh Thyme and/or Radian. You agree not to disclose any Confidential Information to any third party, except to employees of Supplier who have a legitimate need to know such information in connection with their duties.
Your obligation to maintain the confidentiality of this information begins upon creation of your account and continues for as long as allowed under applicable law. However, for any Confidential Information that qualifies as a trade secret under applicable law, your confidentiality obligations will survive the termination or expiration of these Terms for as long as the information remains protected as a trade secret.
7. Availability and Inaccuracies
While we try to provide the Supplier Portal error-free, we do not guarantee that its content is complete, current, or error-free, including. We therefore reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice.
8. Limitations on Use; Compliance with Laws
Your use of the Supplier Portal must conform to the following:
Supplier Data will not contain any Personal Information.
Your use of the Supplier Portal must always comply with all applicable local, state, and federal laws and regulations; the Supplier Portal may not be used for any unlawful purpose.
You may not copy, reproduce, display, duplicate, redistribute, sell, publish, post, license, rent, translate, adapt, reverse-engineer, or create derivative works of any part of the Supplier Portal or its content except as expressly allowed in these Terms and with Fresh Thyme’s prior written consent.
You may not reverse-engineer, disassemble, decompile, decode, duplicate, engage in model extraction, or otherwise attempt to access any source code, algorithms, models, model weights or parameters, or other underlying technology of the Services, in whole or in part.
You may not rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Services or documentation available to anyone else.
Unless you operate a bona-fide internet search engine, you may not use or launch any automated system (e.g., robots, spiders, scrapers, crawlers, or similar tools) to access, use, or copy any part of the Supplier Portal.
You may not obtain or attempt to obtain personally identifiable information about other users or third parties through the Supplier Portal.
You may not circumvent, disable, or interfere with any security-related features of the Portal, or engage in activities intended to disrupt or degrade the Supplier Portal or associated Services.
You may not post or transmit any material containing viruses, trojan horses, worms, time bombs, cancelbots, malware, adware, or other routines designed to damage, interfere with, intercept, or expropriate any system, data.
You may not impersonate any person or entity or interfere with another party’s use of the Support Portal.
You must not submit inaccurate information, commit fraud, falsify data, or act maliciously against Fresh Thyme’s business interests or reputation.
You must not remove or alter any proprietary notices in the Services or documentation.
9. Reservation of Rights
Fresh Thyme reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you, Supplier, or any third party, any intellectual property rights or other right, title, or interest in or to the System IP.
10. Third Party Provider
You acknowledge and agree that Fresh Thyme may utilize a third party (currently designated as Radian Group, Inc., hereinafter “Radian”) to host, maintain, manage, and provide the Services by and through the System IP. Fresh Thyme has authorized Radian to take all actions that are authorized for Fresh Thyme to take under these Terms with respect to the hosting, maintenance, management, or provision of the Services and/or System IP.
11. Term
These Terms will continue until terminated by you or Fresh Thyme as permitted by these Terms. You may terminate these Terms at any time and for any reason or no reason by ceasing all access to and use of the Supplier Portal and its contents. Fresh Thyme may terminate these Terms and your access to and use of the Supplier Portal at any time and for any reason or no reason, without notice or liability, including if you breach these Terms. Upon any termination of these Terms you must promptly cease accessing and using the Supplier Portal. Any provisions of these Terms that are intended to survive termination (including without limitation any provisions regarding indemnification, limitation of our liability, and dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of the Supplier Portal.
12. DISCLAIMER OF WARRANTIES
FRESH THYME PROVIDES SUPPLIER PORTAL ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OR ASSURANCES OF AVAILABILITY OR USABILITY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FRESH THYME HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, ARISING FROM COURSE OF DEAL, USAGE OR TRADE, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND THOSE REGARDING FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, QUALITY, ACCURACY, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, NON-INFRINGEMENT, AND TITLE. FRESH THYME DOES NOT WARRANT THAT THE SUPPLIER PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THE SUPPLIER PORTAL WILL BE CORRECTED. FRESH THYME IS NOT RESPONSIBLE FOR ANY CONTENT, PROGRAM, TOOL, OR APPLICATION IN CONNECTION WITH THE SUPPLIER PORTAL OR FOR ANY ACTION TAKEN IN RELIANCE THEREON. IN ADDITION, FRESH THYME WILL NOT BE LIABLE TO YOU FOR ANY INTERCEPTION OF ONLINE COMMUNICATIONS, SOFTWARE OR HARDWARE ISSUES (INCLUDING WITHOUT LIMITATION VIRUSES, OTHER HARMFUL CONDITIONS OR COMPONENTS, LOSS OF DATA, AND COMPATIBILITY CONFLICTS), OR OTHER CONSEQUENCES OF YOUR ACCESS TO OR USE OF THE SUPPLIER PORTAL. FRESH THYME HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATION. YOUR USE OF THE SUPPLIER PORTAL IS AT YOUR OWN RISK AND YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE SUPPLIER PORTAL, AND FOR ANY OTHER DAMAGE THAT MAY BE INCURRED. WE MAKE NO REPRESENTATION THAT THE SUPPLIER PORTAL IS APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. IF YOU CHOOSE TO ACCESS THE SUPPLIER PORTAL FROM LOCATIONS OTHER THAN THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS AND REGULATIONS. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM FRESH THYME OR IN ANY MANNER FROM THE SUPPLIER PORTAL CREATES ANY WARRANTY.
13. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FRESH THYME, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, LICENSORS, SUPPLIERS, CONTRACTORS, REPRESENTATIVES, OR EMPLOYEES (“FRESH THYME PARTIES”) BE LIABLE TO YOU OR ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES, OR ANY OTHER DAMAGE OR LOSS OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THE SUPPLIER PORTAL OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SUPPLIER PORTAL (INCLUDING WITHOUT LIMITATION THE INPUT OF PERSONALLY IDENTIFIABLE AND OTHER INFORMATION INTO THE SUPPLIER PORTAL), HOWEVER AND WHEREVER ARISING, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A FRESH THYME PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE DAMAGE OR LOSS. YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SUPPLIER PORTAL. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE TOTAL LIABILITY OF THE FRESH THYME PARTIES UNDER THESE TERMS OR REGARDING THE SUPPLIER PORTAL EXCEED ONE HUNDRED DOLLARS ($100), EVEN IF THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF CERTAIN DAMAGES SO SOME OF THE FOREGOING MAY NOT APPLY TO YOU. YOU AND FRESH THYME AGREE THAT ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATED TO THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14. Indemnification
You will indemnify, defend, and hold harmless the Fresh Thyme Parties from and against any claims, demands, losses, liabilities, complaints, actions, damages, judgments, settlements, fines, penalties, expenses, and costs, including reasonable attorneys’ fees, due to or arising out of your access to or use of the Supplier Portal, your misuse of any material, data, or other information downloaded or otherwise obtained from the Supplier Portal, your usage of Services via the Supplier Portal, your breach of these Terms, or your violation of any law, regulation, or rights of any third party. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.
15. Third-Party Websites
You understand and agree that when using the Supplier Portal you may be exposed to information from a variety of sources and that Fresh Thyme is not responsible for the accuracy, content, usefulness, safety, or intellectual property rights of or relating to such information. Additionally, the Supplier Portal may link to, or be linked to, websites not maintained or controlled by Fresh Thyme. Those links are provided as a convenience and Fresh Thyme is not responsible for examining or evaluating the content or accuracy of, and does not warrant or endorse, any third-party website or any products or services made available through those websites. Please take care when leaving the Supplier Portal to visit a third-party website. You should read the terms of use and privacy policy for each website that you visit.
16. Feedback
Fresh Thyme welcomes comments, reviews and other feedback (“Feedback”) regarding the Supplier Portal. You agree that any Feedback you provide will be
Accurate and will not violate or facilitate the violation of law;
Cause injury to any person or entity; and
Will not contain, or provide links to, obscene, profane, or threatening language, malware, political campaigning, commercial solicitation, chain letters, mass mailings, any form of “spam”, or any material that could be considered harmful, sexually explicit, indecent, lewd, violent, abusive, or degrading.
If you submit Feedback to us regarding the Supplier Portal, via email or otherwise, it will not be considered or treated as confidential. You warrant that you have all rights necessary to submit any Feedback. We may use any Feedback that you send us in our discretion and without attribution or compensation to you. For any Feedback you submit, you grant to us a non-exclusive, sub-licensable, fully paid-up, perpetual, irrevocable, royalty-free, transferable right and license to use, display, perform, transmit, copy, modify, delete, adapt, publish, translate, create derivative works from, sell and distribute such Feedback and incorporate such Feedback into any form, medium, or technology, now known or hereafter developed, throughout the world, all without compensation to you.
17. Governing Law; Venue
These Terms and all matters arising directly or indirectly from it, including tort claims are governed by the internal laws of ​Illinois, without regard to its conflict-of-laws provisions. For any legal action arising out of these Terms, the parties (i) agree that the courts seated in DuPage County, Illinois​, USA, have exclusive jurisdiction; and (ii) waive trial by jury.
19. Assignment
Neither these Terms, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole or in part, by you without the prior written permission of Fresh Thyme. Any purported assignment without such permission will be void. These Terms may be assigned by Fresh Thyme in whole or in part without notice.
20. Third-Party Beneficiaries
These Terms do not confer any rights, remedies, or benefits upon any person other than you and Fresh Thyme, except that our affiliates are third-party beneficiaries of these Terms.
21. Entire Agreement; Interpretation
These Terms, including our Privacy Policy and, as applicable and any other items incorporated herein, are the entire agreement between the parties with respect to their subject matter and supersede any and all prior or contemporaneous or additional communications, negotiations, and agreements with respect thereto. Any Fresh Thyme waiver of any rights under these Terms must be in writing, signed by Fresh Thyme, and any such waiver will not operate as a waiver of any future breach of these Terms. In the event any portion of these Terms is found to be illegal or unenforceable, such portion will be severed from these Terms and the remaining provisions will be separately enforced. The headings in these Terms are for convenience only and do not affect the interpretation of these Terms. These Terms inure to the benefit of Fresh Thyme’s successors and assigns.
22. Electronic Communications
These Terms and any other documentation, agreements, notices, or communications between you and Fresh Thyme may be provided to you electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.
23. Contact Us
If you have any questions or comments about Fresh Thyme, the Supplier Portal, or these Terms, you may contact Fresh Thyme at:
