GIBQ Vendor Verification Agreement

Version 2.1 Effective date: September 23, 2026 Published at: gibq.org/agreement/v2.1 Supersedes: Version 2.0, which remains available at gibq.org/agreement/v2.0 Issued by: GIBQ Operations LLC, a Delaware limited liability company

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1. Parties and Acceptance

1.1 Parties. This Vendor Verification Agreement (the "Agreement") is between GIBQ Operations LLC, a Delaware limited liability company ("GIBQ"), and the business entity identified as the certificate applicant in the Application (the "Vendor"). GIBQ is the only party contracting with the Vendor. No other person or entity is a party to this Agreement or has rights or obligations under it.

1.2 Acceptance. The Vendor accepts this Agreement when its Authorized Representative (a) completes the Attestation on a GIBQ-compiled Application, or (b) submits a self-prepared Application through the application form at gibq.org/apply and accepts this Agreement there. Acceptance by either method is the Vendor's electronic signature and binds the Vendor.

1.3 Authority. The individual accepting this Agreement represents that they are the Vendor's Authorized Representative and have authority to bind the Vendor.

1.4 Prior versions. This Agreement replaces Version 2.0, and any earlier version the Vendor accepted, on the earlier of (a) the date the Vendor accepts this Agreement, or (b) the date this Agreement applies to the Vendor under Section 20.2 of the version the Vendor previously accepted. The license to print the Print Icon under Section 9.4 is available only to a Vendor that has affirmatively accepted this Version 2.1.

1.5 Incorporated documents. The following documents are part of this Agreement, in the versions in effect from time to time under Section 20: (a) the GIBQ Certification Procedures, Version 1.1 (the "Procedures"), available at gibq.org/procedures/v1.1; (b) the GIBQ 7-Point Standard, Version 1.2 (the "Standard"), available at gibq.org/standards/seven-point-standard/v1.2, or any later version GIBQ publishes under Section 20 and identifies in the Vendor's Certificate; and (c) the Seal Policy.

1.6 Order of precedence. If documents conflict, this Agreement controls, then the Procedures, then the Seal Policy, then the Standard. The Procedures and the Seal Policy control over this Agreement only on matters of timing, notice mechanics, artwork specifications, and process detail that this Agreement does not address.

2. Definitions

Capitalized terms have the meanings below. Terms defined in the Procedures have the same meaning here.

2.1 "Application" means the certification application for the Vendor, whether compiled by GIBQ from Vendor Materials or prepared by the Vendor, including all later updates and renewal applications.

2.2 "Attestation" means the Authorized Representative's electronic confirmation of an Application, in the form GIBQ presents at the time.

2.3 "Authorized Representative" means the individual designated by the Vendor, and accepted by GIBQ under the Procedures, to act for the Vendor in all matters under this Agreement.

2.4 "Badge" means the graphic GIBQ serves from gibq.org for display on the Vendor's website generally, which shows the Certificate number and reflects the current Status.

2.5 "Certificate" means the certification record GIBQ issues to the Vendor, identified by a unique number in the format GIBQ-YYYY-NNNN.

2.6 "Certification" means GIBQ's determination, recorded in a Certificate, that the Vendor Materials audited by GIBQ met the Standard as of the date of the determination.

2.7 "Certification Term" means the period described in Section 12.2.

2.8 "Covered Products" means the Products identified in the Certificate or in the Registry as covered by the Certificate. A Product is eligible to be a Covered Product only if its Certificates of Analysis were included in the Vendor Materials GIBQ audited.

2.9 "Labeled Inventory" has the meaning given in Section 14.3.

2.10 "Marks" means GIBQ™, GIBQ Verified™, the GIBQ shield design, the Badge, the Seal, the Print Icon, and any other name, logo, or design GIBQ uses to identify its certification program, whether or not registered.

2.11 "Material Change" and "Material Inaccuracy" have the meanings given in the Procedures.

2.12 "Print Icon" means the GIBQ shield design, without words or numbers, in the artwork GIBQ supplies to the Vendor for printing on physical labels and packaging under Section 9.4. GIBQ supplies it as a single artwork unit with the text "gibq.org" set directly beneath the shield (the "Registry Pointer"). GIBQ also supplies a QR code encoding https://gibq.org/certified-vendors (the "Registry QR Code"), which the Vendor may use optionally.

2.13 "Products" means the compounds the Vendor offers for sale, including those described in the Vendor Materials.

2.14 "Registry" means GIBQ's public certification records, including the searchable registry at gibq.org/certified-vendors and the verification pages at gibq.org/verify.

2.15 "Required Disclosures" means the disclosure statements the Seal Policy requires, in the form and places it specifies.

2.16 "Seal" means the graphic GIBQ serves from gibq.org for display on product pages for Covered Products, which shows the Certificate number and reflects the current Status.

2.17 "Seal Policy" means the GIBQ Verified Seal Usage Policy, Version 1.3 (Document No. GIBQ-002), available at gibq.org/seal-policy/v1.3, and any later version GIBQ publishes under Section 20.

2.18 "Status" means the current state of a Certificate as shown in the Registry: Active, Suspended, Under Appeal, Revoked, Expired, or Withdrawn, as defined in the Procedures.

2.19 "Vendor Materials" means all documents and information the Vendor or anyone acting for it provides to GIBQ, including Certificates of Analysis, laboratory names and credentials, product labels, label proofs, and listings, website content, and business and ownership information.

3. Nature and Scope of Certification

3.1 Documentation audit only. GIBQ is an independent third-party auditor of documentation. GIBQ reviews Vendor Materials against the Standard. GIBQ does not test Products, does not collect or analyze samples, does not inspect facilities, and does not verify that any Product sold matches the documentation describing it.

3.2 What Certification is not. Certification is not, and the Vendor will not describe it as: (a) a guarantee or finding about the identity, purity, potency, quality, sterility, or safety of any Product; (b) approval, clearance, or endorsement by the U.S. Food and Drug Administration or any other government agency; (c) an endorsement or recommendation of the Vendor or any Product by GIBQ; or (d) a statement that any Product is suitable for human or animal use.

3.3 Point-in-time determination. Certification reflects the Vendor Materials GIBQ audited as of the date of the Certification decision. It does not cover Products, lots, or documents GIBQ has not audited.

3.4 Research use only. The Vendor acknowledges that GIBQ's program applies only to vendors that sell Products for laboratory research use only and not for human or animal consumption.

3.5 No fees. GIBQ charges the Vendor no fee for Certification under this version of the Agreement. GIBQ may introduce fees only by publishing a new version of this Agreement under Section 20, and a fee will not apply to the Vendor unless the Vendor affirmatively accepts it. A Vendor that does not accept a fee may let its Certification expire without penalty.

3.6 No obligation to certify. Submitting an Application does not entitle the Vendor to Certification. GIBQ decides each Application under the Standard and the Procedures.

3.7 Vendor-level certification, not product-level certification. Certification concerns the Vendor's documentation for its Covered Products. It is not a certification, test result, or guarantee concerning the contents of any individual vial, container, lot, or batch, including any that bears the Print Icon. The Print Icon identifies the seller as a participant in the GIBQ program; it does not describe what is inside the container on which it appears.

4. Applications and Vendor Authorship

4.1 Compilation by GIBQ. At the Vendor's request, GIBQ staff may compile an Application from Vendor Materials. In doing so, GIBQ acts only as a transcriber and organizer of the Vendor's information. GIBQ does not create, verify, or vouch for any statement in the Application by compiling it.

4.2 Vendor authorship. Every statement in an Application, whether prepared by the Vendor or compiled by GIBQ, becomes the Vendor's own statement when the Vendor attests to or submits it. The Vendor is solely responsible for its accuracy and completeness. GIBQ's compilation is not a representation, warranty, audit finding, or Certification.

4.3 Vendor review. Before attesting, the Vendor will review every field of a compiled Application against its own records. If any field is wrong or incomplete, the Vendor will request a correction and will not attest until it is fixed.

4.4 Updated Applications. Any change to an Application after Attestation requires a new Attestation before GIBQ relies on it.

5. Vendor Representations and Warranties

The Vendor represents and warrants, as of each Attestation or submission and continuously during the Certification Term, that:

5.1 Accuracy. All Vendor Materials are true, accurate, complete, and not misleading.

5.2 Authentic documents. Every Certificate of Analysis and laboratory document in the Vendor Materials (a) was issued by the laboratory it names, (b) has not been altered, edited, or combined with any other document, and (c) relates to the Product and lot it describes.

5.3 Right to provide. The Vendor has the right to provide the Vendor Materials to GIBQ and to permit GIBQ to use them as this Agreement allows.

5.4 Lawful operation. The Vendor is validly organized and in good standing in its jurisdiction of formation, and holds all licenses and registrations required to conduct its business.

5.5 Research-use-only compliance. The Vendor sells Products only for laboratory research use; labels and markets them as not for human or animal consumption; does not provide dosing, administration, or human-use guidance; and does not make claims that any Product treats, cures, prevents, or mitigates any disease or condition, or affects the structure or function of the human body.

5.6 Controlled substances. The Vendor does not sell any substance controlled under federal or applicable state law without every registration and authorization the law requires.

5.7 No proceedings. Except as disclosed in writing to GIBQ, no government agency has issued a warning letter, order, or other formal enforcement action against the Vendor concerning its Products or marketing within the last three years, and none is pending to the Vendor's knowledge.

5.8 Independence. The Vendor has not offered or given, and will not offer or give, any payment, gift, loan, equity, or other thing of value to GIBQ or to any GIBQ member, employee, or contractor in connection with any Application or Certification.

6. Vendor Ongoing Obligations

6.1 Material Changes. The Vendor will notify GIBQ of any Material Change within the time the Procedures require.

6.2 Authorized Representative changes. The Vendor will notify GIBQ within 30 days after its Authorized Representative changes or leaves, and will designate a replacement who meets the Procedures' requirements. Until GIBQ accepts a replacement, notices sent to the Authorized Representative of record are effective.

6.3 Cooperation. The Vendor will respond to GIBQ's reasonable requests for information or documents within 14 calendar days, or any longer period GIBQ states in the request.

6.4 Corrections. If the Vendor learns that any Vendor Material is or has become inaccurate, the Vendor will notify GIBQ and provide corrected Vendor Materials promptly, and in any event within the time the Procedures require.

6.5 Records. The Vendor will keep the source documents supporting its Vendor Materials for the Certification Term and three years after it ends.

7. Audit Rights

7.1 Audit. The Vendor authorizes GIBQ to audit the Vendor Materials against the Standard, both before issuing Certification and at any time during the Certification Term.

7.2 Laboratory confirmation. The Vendor authorizes GIBQ to contact any laboratory named in the Vendor Materials to confirm whether that laboratory issued a document, and whether the document's contents match the laboratory's records. The Vendor will give any further authorization a laboratory requires for this purpose.

7.3 Public information. GIBQ may review publicly available information about the Vendor, including its websites, product listings, marketing materials, and public records, to confirm compliance with this Agreement.

7.4 No testing. Nothing in this Section authorizes or obligates GIBQ to test any Product.

8. Publication and the Registry

8.1 Consent to publish. The Vendor authorizes GIBQ to publish in the Registry, and to make searchable by vendor name and brand: the Vendor's legal name, trade names, and the brand names under which it sells Covered Products; the Vendor's website domains; the Certificate number; the Standard version; the Covered Products; the Status; and the dates the Certificate was issued, expires, and changed Status.

8.2 Status changes. The Vendor's consent in Section 8.1 covers every Status and every change in Status, including Suspended, Under Appeal, Revoked, Expired, and Withdrawn, and continues after this Agreement ends. GIBQ may keep a Certificate's record in the Registry permanently.

8.3 Grounds not published. GIBQ will not publish the specific grounds for a suspension or revocation, except (a) as required by law, legal process, or a government authority, or (b) to the extent reasonably necessary to respond to public statements by the Vendor, or by anyone acting for the Vendor, about the decision.

8.4 Registry controls. The Registry is the authoritative record of every Certificate's Status and of which Products are Covered Products. The Badge and the Seal reflect Status automatically. The Print Icon does not: it is printed at a point in time and does not change, and its presence on a label does not show that the Vendor's Certificate is Active on any later date, or that the product is a Covered Product. If any label, display, statement, or document conflicts with the Registry, the Registry controls. The Registry Pointer and any Registry QR Code printed with the Print Icon direct buyers to the Registry. The Vendor will direct buyers who ask about its Certification to the Registry at gibq.org/certified-vendors.

9. License to Use the Marks

9.1 Ownership. GIBQ owns the Marks, including the Print Icon, and all goodwill associated with them. The Marks are not federally registered; GIBQ claims common-law rights. All use of the Marks by the Vendor, including every label bearing the Print Icon, benefits GIBQ.

9.2 License. While the Vendor's Certificate is Active, GIBQ grants the Vendor a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to use the Marks only as this Section 9 and the Seal Policy permit, only on or in connection with Covered Products and the Vendor's Certification Status. After the Certificate stops being Active, the license continues only for the sale of Labeled Inventory as Section 14.3 permits.

9.3 Digital display: Badge and Seal by hotlink only. The Vendor will display the Badge and the Seal only by embedding them from the gibq.org addresses GIBQ provides, using the embed code GIBQ supplies. The Vendor will not download, copy, save, screenshot, recreate, host, cache, or modify the Badge or the Seal. The Vendor will not display any Mark digitally except through the Badge and Seal embeds, the text statements the Seal Policy permits, and photographs permitted by Section 9.4(d). The Vendor acknowledges that GIBQ controls the Badge and the Seal from gibq.org and may change what they display at any time, including to reflect a change in Status, without notice to the Vendor.

9.4 Print Icon: the exception for physical labels.

(a) Supply. After the Vendor's Certificate is issued and the Vendor has accepted this Version 2.1, GIBQ will supply to the Authorized Representative the Print Icon artwork, with the Registry Pointer, and the Registry QR Code artwork. The Vendor will use only the most recent artwork files GIBQ supplies.

(b) Permitted reproduction. The Vendor may reproduce the Print Icon only by printing it, unaltered and always with the Registry Pointer directly beneath it, on the physical labels and packaging of Covered Products, at no less than the minimum sizes the Seal Policy specifies. The Vendor may also print the Registry QR Code beside the Print Icon, never inside or overlapping it, as the Seal Policy permits. Section 9.3 does not restrict this printing. This exception applies only to the Print Icon and does not extend to the Badge or the Seal, which remain hotlink-only.

(c) Label approval. Before the first print run of any label or packaging design bearing the Print Icon, the Vendor will submit a proof to GIBQ and will not print until GIBQ approves it in writing. GIBQ will respond within 10 business days after receiving a complete proof. Approval confirms only that the use of the Print Icon complies with the Seal Policy; it is not approval of any other label content, and it does not make GIBQ responsible for the label's compliance with law.

(d) No digital use of the artwork. The Vendor will not display the Print Icon artwork digitally, including on websites, product listings, marketplaces, social media, advertising, or email. The only exception is photographs of physically labeled Covered Products shown on the Vendor's own product pages for those Covered Products, subject to the Seal Policy and to Section 14.2.

(e) Printers. The Vendor may provide the artwork file to its label printer or packager solely to print labels and packaging for the Vendor's Covered Products. The Vendor will require each printer or packager to use the file for no other purpose and to delete it on request, and the Vendor is responsible for any misuse of the file by them.

(f) Quality control. On GIBQ's request, the Vendor will provide within 14 days photographs or physical samples of labels and packaging bearing the Print Icon, and information on where and in what quantities they were printed.

(g) First-use records. Within 10 business days after the Vendor first ships a Covered Product bearing the Print Icon to a customer, the Vendor will send GIBQ dated photographs of the labeled product and the date and destination state or country of that first shipment. The Vendor authorizes GIBQ to use these materials, and any materials provided under Section 9.4(f), in trademark applications and enforcement.

9.5 Required Disclosures. Whenever the Vendor displays the Seal, or sells Covered Products bearing the Print Icon, the Vendor will display the Required Disclosures in the places and form the Seal Policy requires.

9.6 Symbol. The Vendor will use the ™ symbol with the Marks as the Seal Policy requires, and will not use the registered-trademark symbol with any Mark unless and until GIBQ gives written notice that that particular Mark is federally registered.

9.7 Restrictions. The Vendor will not: (a) use the Marks when its Certificate is not Active, except for the sale of Labeled Inventory Section 14.3 permits; (b) use the Marks in a way that suggests Certification covers anything other than Vendor Materials GIBQ audited; (c) combine the Marks with any other mark, name, or design; (d) use any name, mark, domain, or design confusingly similar to the Marks; (e) register or attempt to register any Mark, or anything confusingly similar, as a trademark, business name, domain name, or social media handle; (f) apply the Print Icon to any Product that is not a Covered Product, or to any label that does not identify the Product as for research use only and not for human or animal consumption; print the Print Icon without the Registry Pointer; or place beside the Print Icon any QR code other than the Registry QR Code; or (g) print the Print Icon on any new label or packaging after its Certificate stops being Active.

9.8 No challenge. During the Certification Term, and for as long as the Vendor sells any Labeled Inventory, the Vendor will not challenge GIBQ's ownership of the Marks or the validity of GIBQ's rights in them.

9.9 Reservation. All rights not expressly granted are reserved to GIBQ.

10. Prohibited Claims

10.1 The Vendor will not make, in connection with the Marks or its Certification, any statement that:

(a) GIBQ tested, analyzed, inspected, or verified any Product; (b) any Product is safe, pure, sterile, pharmaceutical-grade, clinical-grade, medical-grade, or of any quality level because of Certification; (c) any Product or the Vendor is approved, cleared, registered, or endorsed by the FDA or any government agency because of Certification; (d) any Product is suitable for human or animal use; (e) compares any Product to a pharmaceutical drug or brand; (f) GIBQ endorses, recommends, or has a business relationship with the Vendor beyond Certification; (g) the Print Icon, the Seal, the Badge, or Certification certifies, tests, or guarantees the contents, identity, purity, potency, or quality of any vial, container, lot, or batch; or (h) is otherwise false or misleading about Certification or GIBQ.

10.2 The Vendor is responsible for statements by its employees, agents, affiliates, and anyone marketing its Products on its behalf.

11. Independence of Certification Decisions

11.1 Separation of functions. The Vendor acknowledges that GIBQ staff who conduct outreach to vendors and compile Applications do not make, approve, or influence Certification decisions. Certification decisions are made only by personnel GIBQ has designated for that function under the Procedures.

11.2 No side arrangements. No GIBQ member, employee, or contractor has authority to promise the Vendor Certification, a particular outcome, or any term different from this Agreement. Any such promise is void.

11.3 Reporting. The Vendor will report to certification@gibq.org any request by a GIBQ member, employee, or contractor for a payment, gift, or other thing of value, and any promise of a particular Certification outcome.

12. Term, Certification Term, and Renewal

12.1 Agreement term. This Agreement begins when the Vendor accepts it and continues until the Vendor's Certification Term ends without renewal, or until it is terminated under Section 13. If GIBQ declines an Application, this Agreement ends when GIBQ notifies the Vendor of that decision, subject to Section 14.

12.2 Certification Term. A Certificate's initial Certification Term is one year from its issue date.

12.3 Automatic renewal. The Certification Term renews automatically for successive one-year periods unless either party gives written notice of non-renewal at least 60 days before the end of the current Certification Term.

12.4 Renewal conditions. Each renewal is conditioned on the Vendor completing the renewal requirements in the Procedures, including submitting current Certificates of Analysis and a new Attestation. If the Vendor does not complete them on time, the Certificate expires at the end of the current Certification Term, even though neither party gave notice of non-renewal.

12.5 Pending renewal. If the Vendor completes the renewal requirements on time and GIBQ has not decided the renewal by the end of the Certification Term, the Certificate stays Active until GIBQ decides.

13. Withdrawal, Suspension, Revocation, and Termination

13.1 Withdrawal by the Vendor. The Vendor may withdraw its Certification and terminate this Agreement at any time by written notice to certification@gibq.org from its Authorized Representative. Withdrawal is effective when GIBQ confirms it, which GIBQ will do within five business days. The Registry will show the Status as Withdrawn, subject to Section 13.6.

13.2 Suspension. GIBQ may suspend a Certificate pending review, with notice to the Vendor, if GIBQ has a reasonable basis to believe that any ground for revocation in Section 13.3 may exist, or that it needs additional information to confirm the Certificate continues to meet the Standard. Suspension is not a finding of fault. The Procedures govern suspension notices, response periods, and outcomes.

13.3 Revocation for cause. GIBQ may revoke a Certificate, following the Procedures, if any of the following occurs:

(a) any Vendor Material contains a Material Inaccuracy; (b) any Certificate of Analysis or other laboratory document was altered, fabricated, or not issued by the laboratory named on it, or the named laboratory does not confirm it within the time the Procedures allow after GIBQ's request; (c) the Vendor fails to report a Material Change within the time the Procedures require; (d) the Vendor fails to respond to a suspension notice or information request within the time allowed; (e) the Vendor uses the Marks in breach of Section 9 or the Seal Policy, fails to display the Required Disclosures, or makes a prohibited claim under Section 10, and does not cure within 10 business days after notice (or, for a breach on printed labels or packaging, does not within 10 business days stop the breach and begin the correction the Seal Policy requires); (f) the Vendor markets, labels, or sells any Product for human or animal consumption, or provides dosing or administration guidance for any Product; (g) a court or government agency issues a final order, judgment, or determination against the Vendor concerning the manufacture, labeling, marketing, or sale of its Products; (h) the Vendor sells a controlled substance without required registration or authorization; (i) the Vendor breaches Section 5.8 or Section 11; or (j) the Vendor otherwise materially breaches this Agreement and does not cure within 14 calendar days after notice, if the breach can be cured.

13.4 Effect of revocation. Revocation ends the Vendor's license under Section 9 immediately, except for the sale of Labeled Inventory Section 14.3 permits, and terminates this Agreement, subject to Section 14 and to the Vendor's appeal rights under the Procedures.

13.5 Termination by GIBQ without cause. GIBQ may terminate this Agreement without cause by giving the Vendor at least 60 days' written notice, including if GIBQ discontinues its certification program. The Registry will show the Status as Expired on the termination date, and no fault will be stated or implied.

13.6 Withdrawal during review. If the Vendor withdraws while its Certificate is Suspended or Under Appeal, or after GIBQ has given notice of a potential revocation ground, the withdrawal takes effect, but GIBQ may complete its review. If GIBQ determines that a ground for revocation existed, the Registry will show the Status as Revoked rather than Withdrawn.

13.7 Appeals. The Vendor may appeal a revocation, and any other decision the Procedures make appealable, as the Procedures provide. Completing the appeal process under the Procedures is a condition to the Vendor bringing any claim under Section 18 concerning that decision, except a claim for urgent injunctive relief.

14. Effect of Expiration or Termination

14.1 Stop use. When a Certificate is no longer Active for any reason, including suspension, the Vendor will immediately (a) stop describing itself or any Product as GIBQ Verified or GIBQ certified, (b) stop applying the Print Icon to any new label or packaging, and (c) stop ordering the printing of any label or packaging bearing the Print Icon.

14.2 Digital removal. When a Certificate is Revoked, Expired, or Withdrawn, the Vendor will, within 10 business days, remove the Badge and Seal embed code, all Marks, all references to GIBQ Certification, and all photographs in which the Print Icon is visible from its websites, product listings, marketplaces, social media, and marketing materials, and will confirm removal in writing on request. A photograph may be kept if the Print Icon is edited out so that it cannot be seen. During suspension or appeal, the Vendor will leave the Badge and Seal embed code in place so that they display the current Status.

14.3 Labeled Inventory. "Labeled Inventory" means units of Covered Products to which the Print Icon was applied before the date the Certificate stopped being Active. Labeled Inventory may be sold only as follows:

(a) Suspended or Under Appeal. The Vendor may continue to sell Labeled Inventory, except as paragraph (d) provides.

(b) Expired or Withdrawn. The Vendor may sell Labeled Inventory for 90 days after the Status changed.

(c) Revoked, other than under Procedures Section 10.2. The Vendor may sell Labeled Inventory for 60 days after the revocation becomes final, meaning the day after the appeal period ends without an appeal, or the date an appeal is denied.

(d) Revoked under Procedures Section 10.2 (for example, fabricated or altered documents, or improper payments). From the date of the revocation notice, the Vendor may not sell any Labeled Inventory unless the Print Icon has been covered or removed under paragraph (e), including while an appeal is pending. If the revocation is reversed on appeal, the Vendor may resume selling Labeled Inventory.

(e) Covering. At any time, including after the periods above, the Vendor may sell Labeled Inventory on which the Print Icon has been permanently covered by an opaque label or otherwise removed so that it cannot be seen.

(f) Inventory statement. Within 10 business days after a Certificate becomes Revoked, Expired, or Withdrawn, the Vendor will give GIBQ a written statement of the approximate number of units of Labeled Inventory on hand and the last date on which it applied the Print Icon.

14.4 Unauthorized use. Any sale or distribution of a product bearing the Print Icon, and any other use of the Marks, after the applicable period in Section 14.3 or otherwise outside the license in Section 9, is unauthorized use of the Marks. The Vendor acknowledges that such use is likely to cause confusion about whether the Vendor is certified, and infringes GIBQ's rights in the Marks, in addition to breaching this Agreement. GIBQ may pursue all remedies available under Section 18 and applicable law, and may treat the unauthorized use as a ground for declining any future Application from the Vendor or from any entity under common control with it.

14.5 Records. GIBQ may keep all Vendor Materials, Applications, Attestations, label proofs, and related records for the periods stated in the Procedures, and may keep the Registry record permanently.

14.6 Survival. Sections 3, 4.2, 5 (as to periods before termination), 8, 9.1, 9.4(e) through (g), 9.7, 9.8, 9.9, 10, 13.6, 14, 15, 16, 17, 18, 19, and 21 survive expiration or termination.

15. Disclaimers

15.1 No warranty by GIBQ. GIBQ PROVIDES CERTIFICATION, THE REGISTRY, THE BADGE, AND ALL RELATED SERVICES "AS IS" AND "AS AVAILABLE." GIBQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

15.2 No outcome guarantee. GIBQ does not promise that the Vendor will be certified, that Certification will produce any commercial benefit, or that the Registry or Badge will be available without interruption.

15.3 No reliance on compilation. The Vendor does not rely on GIBQ's compilation of any Application for the accuracy of any statement in it.

16. Limitation of Liability

16.1 Exclusion of damages. TO THE FULLEST EXTENT PERMITTED BY LAW, GIBQ WILL NOT BE LIABLE TO THE VENDOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY CERTIFICATION DECISION, ANY STATUS CHANGE, OR THE REGISTRY, EVEN IF ADVISED OF THEIR POSSIBILITY.

16.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, GIBQ'S TOTAL LIABILITY TO THE VENDOR FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

16.3 Exceptions. Sections 16.1 and 16.2 do not limit liability that cannot be limited under applicable law, including liability for GIBQ's fraud or willful misconduct.

16.4 Basis of the bargain. The Vendor acknowledges that GIBQ provides Certification without charge and would not do so without the limitations in this Section.

17. Indemnification

17.1 Vendor indemnity. The Vendor will defend, indemnify, and hold harmless GIBQ and its members, managers, employees, contractors, and agents (the "GIBQ Parties") from and against all claims, demands, investigations, proceedings, losses, damages, fines, penalties, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

(a) the Products, including their manufacture, sourcing, testing, labeling, marketing, sale, distribution, shipment, or use by anyone; (b) the Vendor's marketing, advertising, website content, and statements to customers; (c) the Vendor's use or misuse of the Marks; (d) any inaccuracy in, or claim concerning, the Vendor Materials, including statements in an Application that GIBQ compiled from Vendor Materials; (e) the Vendor's breach of this Agreement or violation of law; and (f) any claim by a customer of the Vendor, a laboratory, or a government authority relating to the Vendor or the Products.

17.2 Exception. The Vendor's obligations under Section 17.1 do not apply to the extent a loss is finally determined by a court to have been caused by a GIBQ Party's fraud or willful misconduct, or by an error GIBQ introduced into an Application that does not appear in the Vendor Materials and that the Vendor could not reasonably have detected when reviewing the Application.

17.3 Procedure. GIBQ will give the Vendor prompt written notice of a claim, though delay relieves the Vendor only to the extent it is prejudiced. The Vendor will control the defense with counsel reasonably acceptable to GIBQ. GIBQ may participate with its own counsel at its own expense. The Vendor will not settle any claim in a way that admits fault by, or imposes any obligation on, a GIBQ Party without GIBQ's written consent. If the Vendor does not assume the defense within 15 days after notice, GIBQ may defend the claim at the Vendor's expense.

18. Governing Law and Disputes

18.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

18.2 Venue. Any action arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to the personal jurisdiction of those courts and waives any objection to venue there.

18.3 Injunctive relief. GIBQ may seek temporary, preliminary, or permanent injunctive relief to stop misuse of the Marks or breach of Sections 9, 10, or 14 in any court of competent jurisdiction, without posting a bond to the extent permitted by law. The Vendor agrees that such misuse or breach would cause GIBQ irreparable harm.

18.4 Jury waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18.5 Individual claims only. Each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any class, collective, or representative proceeding.

18.6 Time limit. Any claim by the Vendor arising out of or relating to this Agreement must be filed within one year after the claim arises, or it is permanently barred, to the extent permitted by law.

19. Confidentiality and Data

19.1 Confidential Vendor Materials. Except for information published in the Registry under Section 8, GIBQ will treat Vendor Materials that are not publicly available as confidential, will use them only to administer Certification and improve the Standard, and will not sell them.

19.2 Permitted disclosures. GIBQ may disclose Vendor Materials (a) to its members, employees, contractors, and professional advisers who need to know them and are bound by confidentiality obligations; (b) to a laboratory to confirm a document under Section 7.2; (c) as required by law, subpoena, court order, or a government authority; and (d) to law enforcement or a regulator if GIBQ, in good faith, believes the Vendor Materials show fraud or a violation of law.

19.3 Aggregated data. GIBQ may create and use aggregated information that does not identify the Vendor, and may publish it, including statistics about the certification program.

19.4 Personal information. GIBQ handles personal information about the Authorized Representative and other Vendor personnel as described in GIBQ's Privacy Policy at gibq.org/privacy.

20. Changes to This Agreement

20.1 New versions. GIBQ may publish new versions of this Agreement, the Procedures, the Seal Policy, or the Standard. Each will carry a version number and an effective date and will be published at a new address; earlier versions will remain available.

20.2 When changes apply. A new version applies to the Vendor on the earlier of (a) the Vendor's next renewal, or (b) 30 days after GIBQ emails notice of it to the Authorized Representative. A change that introduces a fee applies only if the Vendor affirmatively accepts it, as Section 3.5 provides.

20.3 Right to decline. If the Vendor does not agree to a new version, the Vendor may withdraw under Section 13.1 before the new version applies to it, and the earlier version governs until the withdrawal takes effect.

21. General Terms

21.1 Notices. GIBQ may give notices to the Vendor by email to the Authorized Representative's email address of record, and such notices are effective when sent unless GIBQ receives a delivery failure message. The Vendor must give notices to GIBQ by email to certification@gibq.org. Notices of a legal claim must also be sent by courier to GIBQ Operations LLC, 70 Middle Neck Road, Suite 5, Great Neck, NY 11021.

21.2 Electronic records and signatures. The parties agree to conduct this transaction electronically. Acceptance, Attestations, and notices given electronically have the same legal effect as signed paper originals under the federal Electronic Signatures in Global and National Commerce Act and New York's Electronic Signatures and Records Act.

21.3 Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. GIBQ is not the Vendor's agent, adviser, or quality-control department.

21.4 No third-party beneficiaries. This Agreement benefits only GIBQ and the Vendor, and, for Section 17, the GIBQ Parties. No customer of the Vendor or other person has any right to enforce it.

21.5 Assignment. The Vendor may not assign or transfer this Agreement or its Certification, by operation of law, change of control, or otherwise, without GIBQ's written consent. A change of control of the Vendor is a Material Change. GIBQ may assign this Agreement to an affiliate or to a successor to its certification program.

21.6 Entire agreement. This Agreement, with the documents incorporated in Section 1.5, is the entire agreement between the parties about its subject and replaces all prior discussions, promises, and agreements about it, including any statement by any GIBQ member, employee, or contractor.

21.7 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted, and the rest of this Agreement remains in effect.

21.8 Waiver. A failure or delay in enforcing any provision is not a waiver of it.

21.9 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for the Vendor's obligations under Sections 9, 10, and 14.

21.10 Headings. Headings are for convenience only. "Including" means "including without limitation."

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Version History

Version	Effective	Summary
2.0	September 22, 2026	Complete replacement of prior versions. GIBQ Operations LLC is the sole contracting party. Incorporates the GIBQ Certification Procedures, Version 1.0.
2.1	September 23, 2026	Adds the Seal (product pages) and the Print Icon (physical labels, always printed with the Registry Pointer "gibq.org", with an optional Registry QR Code, label approval, first-use records, and quality control); limits the print exception to hotlinking to the Print Icon; adds Required Disclosures and the vendor-level certification statement (§3.7); adds labeled-inventory sell-off periods and unauthorized-use terms (§14); names gibq.org/certified-vendors as part of the Registry; incorporates Certification Procedures v1.1 and Seal Policy v1.3; removes Schedule A.