Terms and Conditions – Product Integrity Program Participation

The Global Retailer and Manufacturer Alliance, Inc (GRMA), a Nevada incorporated 501(c)(6) tax exempt organization with its principal office located at 840 1st Avenue, Suite 400, King of Prussia, PA 19406, is a non-governmental organization. Consistent with GRMA’s nonprofit vision to advance quality and safety standards together, GRMA provides program recognition requirements for qualified labs. The GRMA Dietary Supplement Product Integrity Program (“Program”) assesses labs for conformance to the Program requirements and recognizes qualified organizations with a letter of attestation from the GRMA, or a GRMA approved accreditation body may issue an accreditation scope extension to a qualifying ISO/IEC 17025 accreditation.

The Program requirements are provided by the GRMA.  The GRMA then assigns an approved assessing body to perform assessment services for which the lab has requested and contracted.   As a condition of using the GRMA’s assessment services, the lab (“Customer”) accepts and agrees to comply with these Terms and Conditions for Program participation, which shall govern the responsibilities, obligations, and rights of the Customer, GRMA, and any approved GRMA assessor (collectively, “Parties,” and each “Party”).

  1. Program Requirements

1.1. The Customer acknowledges that it has obtained Program documents and will conform to the Program requirements (“Requirements”) for recognition as defined by the GRMA and agrees it shall meet the terms and conditions of this Agreement.

  1. Responsibilities and Obligations of the Customer

2.1. The Customer warrants that it is a valid legal entity, complies with all applicable laws and regulations, and maintains the appropriate resources to supply services within the scope of the Program.

2.2. The Customer agrees that it shall continuously comply with the Program Requirements.

2.3. The Customer agrees to conform to changes in Requirements in accordance with the schedule (i.e., transition period) established and communicated by GRMA.

2.4. The Customer agrees that in order for the Customer to achieve and maintain recognition to the Program, GRMA will undertake, as appropriate, various assessment techniques that include but are not limited to, a review and examination of required relevant documents, records, and equipment; interviews with personnel; site visits; and witness assessments (“Assessment Activities”), all of which may be conducted remotely (see 2.5.1), and all of which may be performed as part of the assessment  of conformance to the  Program or as part of an extraordinary assessment necessary to resolve a complaint or other matters that may affect the ability of the Customer to meet the Requirements.

2.5. The Customer agrees to cooperate and provide requested assistance, including access to all premises, personnel, equipment, information, documents, and records necessary to enable GRMA or its approved assessor(s) to conduct the Assessment Activities it deems necessary to verify fulfillment of the Requirements (including any changes to the Requirements).

2.5.1. The Customer agrees it shall cooperate with and assist GRMA or its approved assessor(s) in conducting any and all Assessment Activities via remote means, including but not limited to the use of information and communication technology (e.g., WebEx, Zoom, smart glasses, FaceTime, etc.) to perform entirely remote assessments and hybrid remote and on-site assessments.

2.5.2. The Customer agrees it shall cooperate with and assist GRMA or its approved assessor(s) in monitoring and observing, including via remote means, assessors while conducting Assessment Activities.

2.5.3. The Customer agrees it shall cooperate with and assist GRMA or its approved assessor(s) while the assessor is conducting Assessment Activities, including via remote means; in this regard, the Customer shall have a legally enforceable arrangement with each client (if applicable) that commits to allow GRMA or its approved assessor(s) to witness where appropriate (including via remote means) the Customer carrying out conformity assessment activities at such client’s site(s).

2.5.4. The Customer agrees it shall cooperate with and assist GRMA or its approved assessor(s) in accessing documents and conducting Assessment Activities that provide insight into the Customer’s level of independence from and impartiality via other bodies.

2.6. The Customer agrees it shall maintain continuous impartiality and integrity for all services provided under its recognition granted by GRMA and, as applicable, its approved assessor(s).

2.7. The Customer acknowledges that there is no guarantee that Program recognition will be granted by GRMA or its approved assessor(s) or that Program recognition will be continued if the Customer is unable to demonstrate or maintain conformance to the applicable Requirements.

2.8. The Customer agrees to maintain GRMA requested information in Program specified databases.

2.9. The Customer agrees to notify GRMA and its approved assessors within 30 days of significant or material changes to its management system or organization, or changes or events significantly affecting the Customer’s recognition by GRMA (“Change”), including, but not limited to the following:

    • Changes in Customer legal status or recognition; to the Customer organization’s management structure; changes in key personnel; changes to the Customer’s processes and procedures relevant to the process of achieving Program recognition.
    • Resource and location of Program recognition
    • Initiation of an audit, investigation, complaint or finding by any public authority or other regulatory body regarding whether Customer has engaged in misconduct, fraudulent activity or otherwise violated a law or regulation
    • Other matters that will affect the Customer’s ability to meet the Requirements

2.9.1. In the event of a Change, the Customer agrees to allow GRMA to conduct Assessment Activities deemed appropriate at intervals defined by GRMA.

2.10. If applicable, the GRMA or its approved assessor(s) shall grant the Customer the right to verify the competence of persons to whom and organizations to which GRMA Program work has been outsourced.

2.11. The Customer agrees to not expose assessors or others working on behalf of or representing GRMA to unsafe working conditions or environments.

2.12. The Customer agrees to disclose to GRMA and GRMA approved assessors any and all program recognitions (eg accreditation, certification, facility registration, etc.) that have been denied or withdrawn from Customer. Subject to the Customer’s written consent, GRMA and its approved assessors may contact any accreditation body by which the Customer is or has been accredited and may receive confidential information relevant to the Customer’s Program recognition, if applicable.

2.13. The Customer agrees to assist GRMA and its approved assessors in the investigation and resolution of any Program recognition-related complaints about the Customer and provide GRMA and its approved assessors with all relevant documentation, including documentation that describes the Customer’s process for managing actions taken to resolve such complaints.

2.14. The Customer shall pay GRMA for all Assessment Activities in accordance with invoiced and established fees. The Customer agrees to GRMA’s payment terms of net 30 days for each invoice unless different payment terms are mutually agreed upon in writing.  Payments exceeding the net 30-day period shall be subject to interest, at a rate of 10% per month, as defined on the invoice.

2.15. If the Customer is based outside the United States, the Customer agrees that it is solely responsible for ensuring the Customer shall have the ability to transfer funds as specified on the invoice within the United States and in compliance with the invoiced payment terms, as defined above, to ensure timely payment of invoices without any cost to the GRMA or its approved assessors. The Customer is responsible for any fees, taxes, or levies associated with the transfer of funds or any payments made to the GRMA or its approved assessors. In addition, taxes, levies, or other fees associated with GRMA or its approved assessors conducting activities within the scope of this Agreement in the country or jurisdiction of the Customer may be imposed on and are the responsibility of the Customer.

2.16. When necessary, the Customer agrees to cooperate and provide GRMA or its approved assessors with requested and required assistance, including access to all premises used for the activities listed on the scope of Program recognition, for third-party witnessing activities of GRMA or its approved assessors in support of the Program recognition statuses (e.g., International Accreditation Forum, International Laboratory Accreditation Cooperation, industry-scheme oversight bodies).

2.17. The Customer agrees that it shall claim or display Program recognition solely and exclusively within the applicable(s) scope of Program recognition for which it has been issued a valid recognition and may reproduce any valid letter of attestation, certificate of accreditation and associated scope of accreditation issued through the Program and may produce a final assessment report issued through the Program but shall only provide any such recognition documentation in its respective entirety. The Customer agrees that GRMA or its approved assessors shall own and control any recognition issued under this Agreement.

2.18. Upon Program recognition the Customer shall adhere to the GRMA’s logo terms and conditions for labs as provided by GRMA https://grmalliance.org/member-home/

2.19. The Customer agrees the GRMA, or its approved assessors, have the right to withdraw use of GRMA Program recognition by the Customer for cause, including, but not limited to a breach on the part of the Customer of any of these Terms and Conditions, a violation of Program Requirements or of the GRMA logo terms and conditions. Upon receipt of written direction from GRMA or its approved assessors, Customer shall promptly withdraw and/or rectify to the complete satisfaction of GRMA and its approved assessors any Customer statements or representations that are misleading or which make incorrect references to its Program recognition.  Customer further agrees that it shall not use its Program recognition in any way that would disparage GRMA or its approved assessors or bring GRMA or its approved assessors into disrepute.

2.20. The Customer agrees that it shall, in accordance with Program Requirements, promptly inform its affected clients if the Customer’s accreditation is suspended, reduced in scope, or withdrawn.

2.21. The Customer agrees that it shall maintain an appropriate subscription level to the GRMA identified and approved blockchain technology partner(s) and hash all test reports associated with the Program through the duration of its’ recognition in the Program.

  1. Responsibilities and Obligations of GRMA

3.1. GRMA and its approved assessors shall determine in its/their sole discretion whether the Customer has satisfied fully and continues to meet Program Requirements.

3.2. GRMA shall make available to the Customer at the Customer’s request the appropriate Program Requirements if not already publicly available or restricted from distribution (e.g., copyright protected).

3.3. GRMA shall give due written notice of any changes to its Program Requirements and of the transition period in which the Customer shall fully conform to the new Program Requirements.

3.4. All persons GRMA assigns to conduct the assessment services under this Agreement will be GRMA approved assessors and either GRMA employees, agents, independent contractors, or employees, agents, independent contractors of an approved assessing organization(s) that have the skills needed to perform the services and have agreed to maintain the confidentiality of information in accordance with 4.0.

3.5. Upon successful fulfillment of the Program Requirements by the Customer, GRMA shall deliver to the Customer a Program recognition, including the applicable cope of recognition, and provide the Customer with a copy of the applicable Program recognition logo terms and conditions for labs for use by the Customer in accordance with 2.17 through 2.20.

3.6. If GRMA or its assessors become aware of and deems there to be credible evidence of the Customer engaging in fraudulent behavior, including the intentional concealment or provision of false information material during the Program recognition process or following GRMA issuance of Program recognition, or the deliberate violation of the Program Requirements, GRMA will reject or withdraw the application, terminate the assessment, and/or initiate the process for withdrawal of Program recognition, as applicable.

3.7. In the event the Customer improperly uses GRMA and its assessor’s name or trademark or in the event GRMA determines that the Customer is not meeting its obligations under this Agreement, GRMA shall have the right upon written notice to the Customer to:

    1. Suspend all or part of its Assessment Activities until the Customer conforms with its obligations.
    2. Withdraw the Customer’s GRMA Program recognition.
    3. Require the Customer (temporarily or permanently) to immediately cease use or display in any manner the GRMA Program recognition, including any letter of attestation, applicable accreditation scope extension, all associated symbols, and/or applicable marks.
    4. Refuse to issue GRMA Program recognition to the Customer.
    5. Require corrective action.
    6. Publish the Customer’s transgression or conduct in violation of the Program recognition.
    7. Take such legal action as may be appropriate, including seeking injunctive relief where appropriate. In the event GRMA is successful in securing requested injunctive relief, the Customer shall be responsible to GRMA for reimbursement of all documented and reasonable GRMA attorneys’ fees and cost of litigation.

In the event GRMA takes any of the foregoing actions, GRMA shall not be required to reimburse any fees or monies paid by the Customer.

3.8. GRMA and its assessors are authorized under these Terms and Conditions to make publicly available information about the Customer’s current Program recognition status including the following:

    • Name and location of the Customer.
    • Dates of issuance of Program recognition and expiration date, where applicable.
    • Scope of Program recognition.
    • Suspension or withdrawal of Program recognition.

3.9. GRMA and its assessors acknowledge that the Customer may be required to disclose Confidential Information to an administrative agency or governmental body, or as required by law, regulation or applicable regulatory or professional standards.

3.9.1 GRMA and its assessors agree that, in meeting those Requirements, the customer may provide access to the Program recognition records to specific entities that have signed appropriate confidentiality agreements with the Customer (as approved by GRMA) or have requirements within their programs or regulations to acquire and appropriately protect from disclosure such confidential information.

3.10 GRMA shall notify the Customer of all GRMA approved blockchain technology platform(s).

 

  1. Confidentiality

4.1. The Parties agree that they each may provide access to, be exposed to, or acquire information of the other Party that is confidential and proprietary information not intended to be disclosed to third parties. For the purposes of this Agreement, the term “Confidential Information” means all information and documentation of a party that: (a) has been marked “Confidential” and/or “Proprietary” or with words of similar meaning, at the time of disclosure by such Party; or (b) disclosed in circumstances under which a reasonable person would understand it is to be treated as confidential. The term “Confidential Information” does not include any information or documentation that was: (i) already in the possession of the receiving Party without an obligation of confidentiality; (ii) was rightfully in the receiving Party’s possession free of any obligation of confidence; (iii) was rightfully disclosed to the receiving Party by a third party without restriction as to use or disclosure; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. The receiving Party will hold the Confidential Information received from the disclosing Party in confidence and will not, directly or indirectly, disclose it to any third party or entity. The receiving Party will limit use of and access to the disclosing Party’s Confidential Information to the receiving Party’s employees, agents and independent contractors who have (x) a need to know, (y) been notified that such information is Confidential Information, and (z) entered into binding confidentiality obligations no less protective of the disclosing Party than this Agreement. The receiving party will protect the disclosing Party’s Confidential Information by using the same degree of care the receiving Party uses to protect its own confidential or proprietary information of a like nature (but not less than a reasonable degree of care). The receiving Party will promptly notify the disclosing Party upon learning of any misappropriation or misuse of Confidential Information disclosed hereunder. Notwithstanding the foregoing, absent prior written consent of the disclosing Party, the receiving Party will be permitted to disclose Confidential Information only pursuant to court order, subpoena, statutory or regulatory authority; to prevent illegal activity or substantial bodily harm; or as provided in.

4.2. Confidential Information shall not include the Program recognition information made publicly available by GRMA pursuant to 3.8.

4.3. This Agreement is based upon a template that is the copyrighted and proprietary property of the ANSI National Accreditation Board and reproduced by GRMA with permission from the ANSI National Accreditation Board, LLC, copyright 2020-2024.

  1. Term and Termination

5.1. This Agreement shall become effective on the date Customer submits an application for Program recognition and will continue in full force and effect until this Agreement is otherwise terminated or not renewed.

5.2. The Customer agrees that GRMA, at its sole discretion, may terminate the Customer’s application for Program recognition services and this Agreement at any time in the application process, and such termination will become effective immediately upon written notice to Customer.

5.3. Either Party may terminate this Agreement for convenience by giving written notice to the other Party not less than 90 days prior to the effective date of termination.

5.4. Either Party may terminate this Agreement for cause at any time if the other Party has materially breached one or more of the terms or conditions of this Agreement; such termination for breach becomes effective immediately upon issuance of written notice specifying the reasons for termination.  Either Party may terminate this Agreement at any time “for cause” if the other Party is in breach of a material term or condition of this Agreement and fails to cure the same to the reasonable satisfaction of the Party asserting breach within ten (10) days of receipt of notice of breach.

5.5. Written notice of termination shall be sent to the non-terminating Party by overnight courier or by electronic mail with confirmation of receipt.

5.6. Termination shall not (a) relieve Customer of the obligation to pay any fees accrued and payable to GRMA prior to the effective date of termination; (b) relieve the Parties of any obligations and commitments to third parties; and (c) relieve the Parties of their respective obligations to maintain confidentiality and indemnification.

5.7. GRMA reserves the right, at its sole discretion, to change, modify, or add to the terms and conditions of this Agreement at any time, without prior notice. If the Customer does not agree with the terms and conditions of this Agreement, it must not use GRMA’s Program recognition services.

  1. Dispute Resolution, Warranties, and Liability

6.1. Appeals of Program recognition decisions and challenges to nonconformities are not covered by the dispute resolution process of this Agreement and are instead governed by GRMA procedures specifically applicable to such appeals.

6.2. GRMA and the Customer agree that any and all disputes and conflicts between the Parties arising out of or in connection with this Agreement shall, so far as is possible, be settled amicably between the Parties within 30 days after written notice of such dispute or conflict has been given by one Party to the other Party.

6.3. Disputes and conflicts that cannot be resolved amicably between the parties shall be subject to resolution only through binding arbitration in accordance with the Rules of the American Arbitration Association before an independent arbitrator who is a member in good standing of the American Arbitration Association and who has been approved by both Parties. The decision rendered by the selected arbitrator shall be final and judgment may be entered upon the decision in accordance with applicable law in any court having jurisdiction thereof. Such arbitration shall be conducted in a mutually agreed upon neutral city, and each Party shall bear its own expense for such arbitration, provided that the Parties shall equally bear the cost of the arbitrator.

6.4. If it is determined through this Agreement’s dispute resolution process or binding arbitration that this Agreement was breached, and any losses were incurred as a result of the breach, the breaching Party will compensate the non-breaching Party for such losses to the extent they arise exclusively from the negligence or willful misconduct of the breaching Party or its directors, officers, employees, or agents.

6.4.1. Management system certification bodies agree to require their auditors (including contract auditors) to contractually commit to engage in dispute resolution negotiations and indemnify the non-breaching Party for losses as outlined in 6.2 through 6.4 above.

6.5. At all times while this Agreement remains in effect, the Customer shall have and maintain in full force and effect arrangements, including but not limited to professional liability, commercial general liability and cyber liability insurance or through a comparable program of self-insurance with commercially reasonable limits of coverage , sufficient to cover liabilities arising from its operations and/or activities that arise in connection with or are performed under this Agreement or under the Customer’s accredited programs. Evidence of such arrangements shall be reviewed during Assessment Activities. In no event shall GRMA or its assessors be liable for the manner in which the Customer operates its own business or have any obligation for or assume any duty to the Customer’s clients or any other third parties including, but not limited to contractual obligations or the acts, errors or omissions of the Customer and its employees, contractors and agents.

6.6. Each Party shall defend, indemnify, and hold harmless the other Party and its directors, officers, committee members, volunteers, employees, and agents (Indemnified Parties) against any and all third-party claims, liabilities, losses, damages, injuries, demands, causes of action, suits, proceedings, judgments, costs, reasonable attorney’s fees, and expenses incurred or sustained by reason of the failure of the Indemnifying Party to fulfill its obligations under this Agreement or the negligent or willful misconduct of the Indemnifying Party.

6.7. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME, OR GOODWILL, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

6.8. GRMA and its assessors shall perform Assessment Activities in a professional manner consistent with current Program Requirements.

6.9. GRMA and its assessors and the Customer are independent parties, and nothing set forth in this Agreement creates a joint venture, partnership, or other concerted activity.

6.10. This Agreement does not constitute a release, surrender, or license by either Party of any of its rights or ownership, including but not limited to, its marks, copyrights, or documents.

6.11. Customer represents and warrants that neither it nor any of its employees is a person or entity with whom U.S. entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order or other governmental action.

  1. General

7.1. Notice: The Parties shall give all notices provided for in this Agreement in writing, sent by electronic means with confirmation of receipt, or by overnight courier. The Customer shall address notice to their GRMA and approved assessor management contact. GRMA shall address notice to the Customer by using the contact information on file with GRMA. Notice will be effective immediately upon receipt by electronic mail or the date of delivery by overnight courier.

7.2. Non-Waiver: The exercise of one right or remedy hereunder will not constitute an election or preclude either Party from exercising or pursuing all other rights or remedies available to them under the law or as provided herein. The failure of either Party at any time to require performances by the other Party of any provision hereof will in no way affect the right to require such performance at any time thereafter, nor will a waiver by either Party or a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other provision or constitute a waiver of the provision itself.

7.3. Assignment: Neither Party may assign this Agreement or any of its rights or obligations hereunder (including but not limited to any right the Customer has to use the Program recognition symbol or claim Program recognition) or any interest herein without the prior written consent of the other non-assigning party.

7.4. Entire Agreement: This Agreement (including any additional documentation required by a Customer that is a government entity and agreed upon in writing by GRMA) constitutes the entire agreement between Customer and GRMA and its assessors, and may not be substituted, varied, amended or abridged in any manner except as provided herein at GRMA’s sole discretion. This Agreement terminates and supersedes all prior and contemporaneous agreements, written or oral, or created by a course of dealing, if any, between the Parties.

7.5. Severability: Whenever possible, each provision of the Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any portion of any provision of the Agreement should be found prohibited, void, or invalid under applicable law, such provisions shall be ineffective only to the extent of such prohibition, voidness, or invalidity without affecting the enforceability of the remainder of such provision or the remaining provisions of this Agreement.

7.6. Governing Law: This Agreement shall be governed by and construed in accordance with the applicable laws of the State of Delaware.