IMPORTANT – READ CAREFULLY: This Supplier Enrollment Terms & Conditions (“Enrollment Agreement”) governs your enrollment in the risk assessment program (the “Program”) operated by Global Risk Management Solutions, LLC (“GRMS,” “we,” or “our”) on behalf of a client who has engaged GRMS for supplier risk assessment services (the “Hiring Client”). By proceeding with the enrollment process, you unconditionally accept this Enrollment Agreement, which is a binding agreement between you and GRMS. The terms “you” and “Supplier” refer to both you and the organization (supplier, contractor or service provider) that you are enrolling, and you represent that you have the authority to bind such entity.
GRMS may modify this Enrollment Agreement at any time and we will post any changes to our website. Any such modifications will be effective immediately unless otherwise indicated in the posting.
AUTHORIZATION FOR RISK ASSESSMENT
Supplier authorizes GRMS to investigate Supplier’s background, and Supplier’s primary owner’s background if applicable, according to the Program’s risk assessment guidelines and requirements, which have been established by the Hiring Client. If Supplier is an individual, you expressly represent and warrant that you are at least eighteen (18) year of age. Supplier expressly represents and warrants that any person to whom Supplier grants access to Supplier’s GRMS accounts are at least eighteen (18) years of age.
GRMS shall treat information that Supplier provides, or that GRMS otherwise collects about Supplier, for risk assessment purposes as confidential and shall use that information solely for enrollment and risk assessment purposes on behalf of the Hiring Client. GRMS shall not disclose such information to any third party other than Hiring Client and GRMS’ authorized subcontractors unless GRMS is legally required to make such disclosure.
ENROLLMENT AND PAYMENTS
To complete enrollment, Supplier shall register and create a unique, password-protected account on GRMS’ proprietary Veritas risk assessment platform (the “Platform”), through which GRMS makes services available to Hiring Clients and their enrolled suppliers (collectively with the Platform, the “Service”). Via the supplier portal to the Platform, Supplier may submit information for risk assessement purposes, access its risk assessment results, manage its compliance with Hiring Client’s Program requirements, and otherwise use the Service.
By enrolling in the Service, you expressly agree to pay periodic risk assessment fees, corresponding to your Program, plus any applicable tax. GRMS may change pricing for the Service at any time.
DURING YOUR REGISTRATION PROCESS, YOU WILL CHOOSE ONE OF THE PAYMENT METHODS ACCEPTED BY GRMS FOR DIRECTLY CHARGING YOUR RISK ASSESSMENT FEES FOR THE FIRST 12-MONTH PERIOD OF YOUR PROGRAM ENROLLMENT. YOUR PAYMENT METHOD WILL ALSO BE CHARGED EVERY TIME YOU UPGRADE YOUR SERVICE OR ADD A CLIENT SITE OR PRODUCT TO YOUR ACCOUNT.
IF YOU SELECT A RECURRING PAYMENT OPTION, YOU HEREBY AUTHORIZE US TO AUTOMATICALLY CHARGE YOUR PAYMENT METHOD FOR THE RISK ASSESSMENT FEES FOR SUBSEQUENT 12-MONTH PERIODS WHEN THEY BECOME DUE, UNLESS AND UNTIL YOU CANCEL YOUR AUTHORIZATION THROUGH THE SETTINGS IN YOUR ACCOUNT OR BY CONTACTING GRMS. WE WILL SEND YOU AN EMAIL REMINDER ABOUT EACH UPCOMING AUTOMATIC RENEWAL AND RELATED CHARGE AT LEAST 30 DAYS BEFORE THE RENEWAL DATE, WHICH WILL BE THE LAST DAY OF THE INITIAL OR PRECEDING 12-MONTH PERIOD. AUTOMATIC RENEWAL WILL BE CHARGED TO YOUR PAYMENT METHOD 15 DAYS PRIOR TO THE RENEWAL DATE, UNLESS YOU FIRST EXERCISE YOUR RIGHT TO CANCEL YOUR AUTHORIZATION OF AUTOMATIC RENEWAL.
YOU ARE RESPONSIBLE FOR KEEPING YOUR PAYMENT METHOD CURRENT IN YOUR ACCOUNT. IF YOUR PAYMENT METHOD INFORMATION CHANGES, YOU MUST UPDATE THE PAYMENT METHOD INFORMATION IN YOUR ACCOUNT OR CONTACT GRMS TO PROVIDE UPDATED PAYMENT METHOD INFORMATION. IF GRMS IS NOT ABLE TO CHARGE YOUR PAYMENT METHOD AS DESCRIBED ABOVE YOUR ENROLLMENT WILL BE TERMINATED AS OF THE END OF YOUR THEN-CURRENT ENROLLMENT TERM.
SERVICE ACCESS AND USE
Supplier may authorize more than one individual to access and use the Service on Supplier’s behalf (each a “User”), but each User must be an individual who is an employee of Supplier or an independent contractor whose actions Supplier is responsible for. Each User must have a unique username and password. Usernames and passwords may not be shared. When any User’s employment or other affiliation with Supplier ends, Supplier must remove that User’s access to its GRMS account promptly.
Access to and use of the Service by Supplier and each User shall be governed by the Supplier End User Service Agreement in effect at the time of Supplier or User’s first login to the supplier portal, and as modified by GRMS from time to time thereafter pursuant to the terms of that agreement.
ACCURACY OF INFORMATION
Supplier agrees to provide GRMS with accurate, complete and current information for enrollment and risk assessment purposes. Failure to do so will constitute a breach of this Enrollment Agreement.
MATERIALS AND DATA
Any material or data that Supplier provides to GRMS in connection with the Service shall be in a form requiring no additional manipulation on the part of GRMS. GRMS shall make no effort to validate this material or data for content, correctness, or usability. Material or data that is not in this condition shall be a breach of this Enrollment Agreement. GRMS, in its sole discretion, may reject material or data that Supplier has provided or attempted to provide to the Service. GRMS will attempt to notify Supplier within one business day of its refusal of any material submitted by Supplier and provide Supplier with an opportunity to correct the submitted material to meet GRMS’ requirements. Supplier’s failure to submit corrected material as directed by GRMS within a reasonable time shall be a breach of this Enrollment Agreement.
The risk assessment information GRMS provides in connection with the Service, which may include information obtained from third party sources or publicly available sources, is provided “as is.” GRMS makes no representations or warranties, express or implied, with respect to such information and the results of the use of such information, including but not limited to implied warranty of merchantability and fitness for a particular purpose.
LIMITATION OF LIABILITY
Under no circumstances will GRMS or its clients, their respective subsidiaries or affiliates, or their respective owners, directors, officers, employees, stakeholders, agents, advisors, affiliates, suppliers and representatives (the “Related Parties”) be liable or responsible for any indirect, consequential (including, but not limited to, damages from loss of business, lost profits, litigation or the like), special, incidental, punitive, exemplary, or other damages, under any legal theory, arising out of or in any way relating to Supplier’s enrollment in the Program or use of the Service or the content of the Service or any other party’s use of the Service, including risk assessment information and results, whether based in contract, warranty, indemnity, negligence, strict liability, tort or otherwise and regardless of whether the damages were foreseeable.
Without limiting the foregoing, Supplier agrees that the aggregate liability of GRMS and its Related Parties shall in no event exceed the aggregate dollar amount that Supplier paid to GRMS during the twelve (12) months preceding the event giving rise to such liability.
You may have additional rights under certain laws that do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Enrollment Agreement that directly conflict with such laws may not apply to you.
Supplier agrees to indemnify, defend and hold GRMS and our clients, partners, members, owners, shareholders, employees and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorneys’ fees, related to Supplier’s violation of this Enrollment Agreement or use of the Service.
Supplier agrees that the laws of the state of California, United States, without regard to conflict of laws provisions, will govern this Enrollment Agreement and any dispute that may arise between Supplier and GRMS. Supplier agrees, in the event of any suit relating in any way to GRMS’ provision of the Service to Supplier, that Supplier submits to the exclusive jurisdiction of the appropriate federal or state court in Orange County, California, United States, regardless of whether Supplier is located inside or outside of the United States.
DISPUTE RESOLUTION, BINDING ARBITRATION
General. GRMS and you agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or the Service (a “Claim”) in accordance with one of the paragraphs below or as we and you otherwise agree in writing. Before resorting to these alternatives, GRMS strongly encourages you to first contact GRMS directly to seek a resolution. Other than those matters listed below, you and we agree to seek resolution of the Claim only through arbitration of that Claim in accordance with the terms of this Section, and not litigate any dispute in court. Arbitration means that the dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.
RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN THIRTY (30) DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY GRMS IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU ENTER INTO THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO GRMS AT THE FOLLOWING ADDRESS AND MUST INCLUDE: (1) YOUR BUSINESS NAME, (2) YOUR ADDRESS, (3) YOUR USER OR ACCOUNT NAME AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION.
Address for Notice: Global Risk Management Solutions, LLC, Attn: Legal Department, 5271 California Ave., Suite 290, Irvine, CA 92617.
Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND WE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION
Arbitration Procedures. Because the service provided to you by us concerns interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. The party initiating the arbitration proceeding shall initiate it with JAMS (www.jamsadr.com), and JAMS shall administer the proceedings. The JAMS rules for commercial arbitration shall govern, but to the extent those rules conflict with the terms of this Section, the terms of this Section shall govern.
Location of Arbitration. The place of arbitration will be Orange County, California.
Severability. If any clause within this Section (other than the Class Action Waiver section) is found to be illegal or unenforceable, that section will be severed from this Section, and the remainder of this Section will be given full force and effect. If the Class Action Waiver section is found to be illegal or unenforceable, this entire Section will be unenforceable, and the dispute will be decided by a court and you and we each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.
If any provision of this Enrollment Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Enrollment Agreement will otherwise remain in full force and effect.
No waiver by GRMS of any breach by Supplier of any provision of this Enrollment Agreement shall be deemed a waiver of any preceding or succeeding breach. No waiver shall be effective unless it is in writing, and then only to the extent expressly set forth in the writing.
Access to the insurance verification services of Certificial, LLC is governed by additional terms and conditions found in Certificial, LLC’s End User License Agreement. By accessing Certificial’s services through the GRMS website you agree to those additional terms and conditions.
If you discover inaccurate information in your risk assessment results, or if you need assistance with any part of the risk assessment process, please contact the Support Center at http://www.globalrms.com/support_options.
This Enrollment Agreement shall take effect on the date that you complete enrollment.
Global Risk Management Solutions
Attn: Legal Department
5271 California Ave., Suite 290
Irvine, California 92617
To accept these terms and conditions, proceed with submitting your information and non-refundable payment.