Founding Partner Terms

This Founding Partner Agreement (“Agreement”) is entered into as of ____________ (“Effective Date”) by and between ERRA and the Partner identified below. This Agreement is subject to and incorporates by reference the ERRA Platform Terms of Service. In the event of a conflict, this Agreement controls for the duration of the Founding Partner term.

1. Founding Partner Program

Partner is accepted into the ERRA Founding Partner Program in recognition of its early adoption of Module 1 (Formulation & Labeling) and its commitment to providing structured feedback to shape platform development.

2. Commercial Terms

2.1 Module 1 Pricing. Partner shall receive access to Module 1 at the Founding Partner rate (the “Founding Rate”), locked for the initial twelve (12) month term.

2.2 Rate Grandfathering. The Founding Rate shall remain in effect for as long as Partner maintains a continuous, uninterrupted subscription. If Partner cancels and subsequently returns, current standard pricing shall apply. ERRA reserves the right to adjust pricing with ninety (90) days' prior written notice after the initial term, subject to the grandfathering provision.

2.3 Future Module Discount. Partner shall receive a twenty-five percent (25%) discount on year-one pricing of each future module released during the Founding Partner term, contingent upon participation in structured feedback during the module's pilot period.

2.4 Roadmap Input. ERRA shall conduct quarterly roadmap input sessions with Partner. These sessions are advisory in nature. Partner acknowledges that ERRA retains sole decision-making authority over product direction, feature prioritization, and release timing.

3. Mutual Obligations

3.1 Partner Obligations. Partner agrees to:

• Provide accurate, complete, and timely ingredient, formula, supplier, and product data as required for platform use;
• Provide structured product feedback at least quarterly, through channels designated by ERRA;
• Consent to being referenced as an ERRA customer in marketing materials, subject to Partner's prior written approval of specific quotes, case study content, or logo usage;
• Participate in at least two (2) case study interviews during the first twelve (12) months.

3.2 ERRA Obligations. ERRA agrees to provide:

• White-glove onboarding, including assisted data import and initial platform configuration;
• Priority support with response targets of one (1) business day for standard requests and four (4) hours for platform-blocking issues during business hours (Mountain Time);
• Quarterly roadmap input sessions;
• Early access to new features and modules prior to general availability, when practicable.

4. Data Terms

4.1 Client Data Ownership. Partner retains ownership of all raw data entered into the platform, including ingredient records, formula compositions, supplier information, pricing data, and compliance documentation.

4.2 License to ERRA. Partner grants ERRA a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to: (a) retain Client Data for compliance record-keeping (21 CFR Part 111); (b) use anonymized and aggregated data for platform improvement, benchmarking, analytics, and product development; and (c) retain de-identified usage patterns, platform analytics, and system telemetry.

4.3 Data Export. Upon termination, Partner may request a data export (CSV/JSON) within ninety (90) days. ERRA shall fulfill requests within fifteen (15) business days.

4.4 Post-Termination Retention. After the export window, ERRA shall delete identifiable Client Data upon written request within thirty (30) days, except where retention is required by law, regulation, or pending legal proceedings. Anonymized Data is retained indefinitely.

4.5 Confidentiality of Trade Secrets. ERRA shall not share, sell, license, or disclose Partner's identifiable trade secret information — including formula compositions, proprietary ingredient ratios, and supplier pricing — to any third party. This obligation survives termination. Exception: disclosure required by law, regulation, subpoena, or legal process, with prompt written notice where permitted.

5. Compliance Disclaimers

5.1 ERRA is a software platform that provides operational tools for dietary supplement formulation, labeling, and compliance data management. ERRA is not a regulatory consultant, legal advisor, compliance auditor, or guarantor of regulatory compliance.

5.2 All regulatory calculations are deterministic mathematical functions operating exclusively on data entered by Partner. ERRA does not independently verify the accuracy, completeness, or legal sufficiency of Partner-entered data.

5.3 Partner is solely responsible for: (a) accuracy of all data entered; (b) final review of all labels and panels before production; (c) all regulatory compliance decisions; (d) engaging qualified regulatory counsel; and (e) compliance with all applicable laws.

5.4 ERRA's output is a tool for informed decision-making, not a substitute for professional regulatory review.

6. Limitation of Liability

6.1 Liability Cap. ERRA's total aggregate liability shall not exceed the total fees paid by Partner during the twelve (12) months preceding the event giving rise to the claim.

6.2 Exclusion of Consequential Damages. ERRA is not liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity.

6.3 Regulatory Action Exclusion. ERRA is not liable for FDA warning letters, product recalls, Proposition 65 lawsuits, FTC actions, Amazon or retailer actions, consumer lawsuits, or any other regulatory or legal action — even if Partner relied on ERRA's calculations or platform output.

7. Indemnification

Partner shall indemnify, defend, and hold harmless ERRA from claims arising out of: (a) Partner's products, labels, formulations, or marketing materials; (b) Partner's regulatory submissions or compliance decisions; (c) any allegation that Partner's products are adulterated, misbranded, or non-compliant; or (d) Partner's breach of this Agreement.

8. Term and Termination

8.1 Term. This Agreement commences on the Effective Date and continues for an initial term of twelve (12) months, automatically renewing for successive twelve (12) month periods unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

8.2 Termination for Convenience. Either party may terminate upon sixty (60) days' prior written notice.

8.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches and fails to cure within thirty (30) days, or becomes subject to bankruptcy or insolvency proceedings.

8.4 Effect of Termination. Upon termination, Partner's access ceases. Sections 4, 5, 6, 7, and 9.1 survive termination.

9. General Provisions

9.1 Governing Law. This Agreement is governed by the laws of the State of Utah.

9.2 Dispute Resolution. Disputes shall be resolved by binding arbitration administered by the AAA in Salt Lake County, Utah. Either party may seek injunctive relief to protect intellectual property or confidential information.

9.3 Entire Agreement. This Agreement, together with the Platform Terms of Service, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.

9.4 Severability. If any provision is held invalid, the remaining provisions continue in full force and effect.

9.5 Waiver. Failure to enforce any provision does not constitute a waiver of future enforcement.

9.6 Assignment. Neither party may assign without consent, except in connection with a merger, acquisition, or sale of substantially all assets.

9.7 Notices. All notices shall be in writing and delivered by email with confirmation of receipt.