This End User License Agreement (“EULA”) is entered into by and between the entity identified in the registration (“User”) and the Global Retailer and Manufacturer Alliance, Inc. (“GRMA”), a Nevada nonstock, nonprofit corporation.
GRMA was established to create consensus-based American National Standards for Good Manufacturing Practices (“GMP’s”) with the goal of strengthening safety and quality of products in the cosmetics, over- the-counter drugs, and dietary supplements industries. GRMA provides an independent certification program of entities performing quality system audits following the GRMA audit program (“GRMAuditsphere”). The results of and data from these audits performed are then accessible only by GRMA and authorized parties via the GRMAuditsphere website (“Site”). The data available includes, but is not limited to, audit reports issued, any suggested corrective action plan, member contact and facility information, audit scores, and any certification which may issue based on the audit results. Access to manufacturer data developed through the audit process is then subject to such limitations as the individual manufacturer or User may confirm in writing with GRMA. .
This EULA sets forth the terms and conditions of the User’s access to and use of the GRMAuditsphere program and data posted on the Site and represents the entire agreement and understanding by and between the parties hereto.
By executing this EULA and signing into the GRMAuditsphere program using your personal username and password, the User hereby represents and warrants that (1) the User is a Buyer, Supplier or Certifier authorized to access and use this Site, and (2) that the User is an Authorized Representative of the User (as defined herein) with full power and authority to access and use this Site on behalf of the User and bind the User to all of the terms and conditions set forth herein.
- Fees and Expenses
All expenses incurred by the User in connection with its access to or use of the Site and the installation, implementation, termination and/or receipt of services provided through the Site shall be the sole and exclusive responsibility of the User.
- Authorized Representatives/User Content
- User shall be solely responsible for identifying and designating authorized representatives who are permitted to access and use the Site on behalf of the User (“Authorized Representatives”) and submit, post and view User Content (defined below) and limiting access by User’s representatives to only those who have been duly authorized by User and disclosed to GRMA in writing. User shall be responsible and liable for all activities and transactions of the Authorized Representatives, as well as any unauthorized representatives or personnel of the User, in accessing and using the GRMA Site, and shall instruct and cause its Authorized Representatives to comply at all times with the terms and conditions of this Agreement.
- This Site provides an opportunity for the User to submit and post User Content as well as view GRMAuditsphere data regarding the User resulting from an audit performed under the GRMA Program. This content may include audit results and data, suggested corrective action plans and responses, or any certification which may ultimately issue on behalf of the User. User shall use reasonable and diligent efforts to ensure that all User Content is current, accurate and complete to the best of User’s knowledge, and to update the User Content from time to time as necessary. User represents, warrants and covenants that it owns or has a valid license to use and submit the User Content and has the power and authority to grant to GRMA and third parties the rights hereunder. This Section 3 of the Agreement shall survive its termination or expiration for any reason.
- GRMA reserves the right, in its sole discretion, to (1) review, edit and/or delete any User Content, without undertaking any responsibility to do so, (2) condition access to any features of this Site, and to deny or limit access by any Authorized User who fails or refuses to meet or comply with the Rules at any time, (3) access the User’s audit details for the sole purpose of maintaining audit integrity, (4) post the User’s certification in the GRMA directory upon User signing into the GRMAuditsphere system, (5) utilize data for audit benchmarking purposes, (6) provide retail members and/or the GRMA accreditation partner(s) with auto-certification updates on compliance status for manufacturers they follow, (7) view document share summary data, and (8) deny access to the Site by any User based upon a real or reasonably perceived breach by the User or its Authorized Representatives of the terms and conditions of this EULA.
- Intellectual Property/Grants of Licenses
- GRMA owns the Site, and it owns, or uses with permission, the Site Content. The Site Content includes, without limitation, User Content, audit reports, software used in connection with the Site, all registered and unregistered trademarks, service marks, logos, icons, characters, artwork, images, audio clips, graphics, music, sound, user information (defined as subscriber, registration and/or mailing lists, visitor profiles, email addresses, names, addresses, anonymous and/or aggregate visitor data, and any other information generated by visits to the Site as may be compiled by GRMA), information, text, data, analyses, reports, comments, postings, submissions, pictures, videos, and other material and content on or generated from the Site, including any enhancements or modifications thereto, and the selection, layout and format of the Site Content.
- User owns all User Content that it submits provided that each Supplier shall be the sole and exclusive owner of the audit report(s) pertaining to such Supplier’s systems. Notwithstanding each Supplier’s ownership of its audit report(s),
- Each Certifier is authorized to submit and post audit report(s) owned by Suppliers that are generated or prepared by such Certifier to the Site, and
- Suppliers shall only have read-only access to audit report(s) posted on the Site, and shall not edit, alter, modify, or prepare excerpts or summaries of the content of any posted audit report(s).
- User hereby grants to GRMA and GRMA’s agents, employees, and service providers (collectively, “GRMA Authorized Parties”) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to (1) use, exploit, copy, summarize, analyze, reformat, adapt, create derivative works based upon, and distribute, display, or post internally and on the Site, the User Content that it owns, but solely for GRMA’s internal business purposes; (2) display, publish, or post the User Content on the Site to facilitate the services made available through the Site; (3) combine and commingle the User Content that User owns with User Content owned by other users of the Site (the combined and commingled data is collectively referred to as “Aggregated User Content”); and (4) use, exploit, copy, summarize, analyze, reformat, adapt, creative derivative works based upon, and publicly publish, post, distribute, and display the Aggregated User Content, provided that the Aggregated User Content does not and cannot be used to identify any individual User or audit.
- If User is a Supplier:
- User hereby grants to those Buyers and their Authorized Representatives whom User selects a non-exclusive, worldwide, limited, revocable, non-transferable license, during the Term (unless earlier terminated by User), to download, use, analyze, and distribute, but solely for internal business purposes, Supplier’s audit report; and,
- User acknowledges and agrees that each Audit Report pertaining to User shall be made available to all Buyers whom User identifies in its entirety, without redaction, and all Buyers identified by User shall have the rights in and to the Audit Report described above until a Buyer’s access to or use of the Site terminates, regardless of whether User’s access to and use of the Site terminates prior to such time, unless User terminates such authority.
- If User is a Buyer: User acknowledges and agrees that it shall only have rights in and to the audit reports of those Suppliers that select Buyer and authorize Buyer to use their audit reports as described above, and any Supplier may, at any time, rescind in writing to the GRMA the rights of any Buyer to use the Supplier’s audit report.
- Except as permitted in this Agreement, and except with regard to User Content that it owns, User and its Authorized Representatives shall not download, use, copy, analyze, distribute, publish, modify, adapt, translate, display, distribute, sell, license, prepare derivative works based upon, or exploit the Site Content. User shall not use bots, data mining technology, or any other technique intended to extract data or information from the Site.
- Nothing in this Agreement effects a transfer of any copyright, trademark, or other intellectual property or proprietary rights from GRMA to User, from User to GRMA, from User to any other user of the Site, or from any other user of the Site to User, other than as provided for herein, and neither Party shall remove or alter any copyright, trademark, or other notices of the other Party or any other user of the Site. User is strictly prohibited from displaying or using the GRMA logos and marks except as they appear on the audit report and certification.
User shall indemnify, defend, and hold harmless GRMA and its directors, officers, employees, members, agents, and representatives from and against any and all third party claims, damages, liabilities, actions, judgments, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs of litigation arising out of, resulting from or relating to any User Content submitted or posted by User or GRMA, any other Site user’s use of such User Content, User’s or its Authorized Representatives’ breach of this Agreement or any Rules, or User’s or its Authorized Representatives’ use of the Site or Site Content, unless caused by the gross negligence or willful misconduct of GRMA.
This Section 5 shall survive the termination or expiration of this Agreement for any reason.
- Except as permitted under this Agreement, neither Party shall use, share, disseminate or disclose to any third party (except, in the case of GRMA, to any GRMA Authorized Parties or in the case of User, to any Authorized Representatives), publish, display, or otherwise make publicly available any of the other Party’s Confidential Information, in any form or media. In addition, User shall not use, disclose to any third party (except to User’s Authorized Representatives), publish, display, or otherwise make publicly available any User Content not owned by User. GRMA shall cause the GRMA Authorized Parties, and User shall cause its Authorized Representatives, to comply with the obligations herein. GRMA’s Confidential Information includes, without limitation, all data, information, and materials pertaining to the GRMAuditsphere program, and User’s Confidential Information includes, without limitation, the User Content that it owns.
- Notwithstanding the foregoing, nothing herein shall prevent either Party from disclosing the other Party’s Confidential Information upon the disclosing Party establishing that the other Party’s Confidential Information: (i) has become part of the public domain other than by acts or omissions of the disclosing Party, its employees, agents or contractors; (ii) was lawfully in the possession of the disclosing Party at the time of disclosure to it and was not acquired by it directly or indirectly from the other Party; (iii) was received after disclosure to it by a third party who had a lawful right to disclose such information to it; (iv) was independently developed by the disclosing Party without knowledge or use of the other Party’s Confidential Information; or (v) is required to be disclosed by law or in response to a court order, subpoena, or legal request or to investigate or take action in response to violations or suspected violations of this Agreement.
- In the event of the unauthorized disclosure of one Party’s Confidential Information by the other Party, the Party whose Confidential Information has been disclosed shall be entitled to seek injunctive relief and other equitable remedies for a breach of this provision, in addition to any other rights or remedies to which it may be entitled.
- This Section 6 shall survive the termination or expiration of this Agreement for any reason.
- LIMITATION OF LIABILITY
GRMA, its officers, directors, employees, agents or third party suppliers make no representations or warranties that the site, any site content or services made available through the site will be accurate, complete, reliable, error-free, or always available, or that the site or the servers, hardware or software used in connection with the site are free of viruses, malware or other harmful components. Certain site content, including user content, is owned by parties other than GRMA, and GRMA has not independently verified the completeness, accuracy, or reliability of any such content. The site, site content, and other services and features made available through the site are delivered “AS IS” without warranties of any kind, whether express or implied, including, without limitation, any warranties of merchantibility, fitness for a particular purpose, title, or infringement. In no such event shall GRMA or its officers, directors, employees, members, or agents be liable to any person for any losses, damages, or expenses, direct or indirect, including lost data, lost profits, business interruption, time, money, goodwill, and any special, incidental, indirect or consequential damages, whether in contract, tort, or otherwise, arising out of the use of, or inability to use, the site or site content, even if GRMA had been advised of the possibility of such loss or damages. User’s sole and exclusive remedy shall be to terminate use of the site and this agreement.
This Section 7 shall survive the termination or expiration of this Agreement for any reason.
- REFERENCES TO THIRD PARTIES
- GOVERNING LAW; DISPUTES
This Agreement shall be governed by, construed, and interpreted in accordance with the laws of the District of Columbia without reference to conflicts of law principles, and the Parties hereby submit to the jurisdiction and venue of the courts in the District of Columbia in any legal proceeding to resolve any claim, controversy, or dispute.