Paid Pilot Terms

This Paid Pilot Agreement (“Agreement”) is entered into as of ____________ (“Effective Date”) by and between ERRA and the Client 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 pilot term.

1. Pilot Overview

Client shall receive access to ERRA Module 1 (Formulation & Labeling) for a sixty (60) day evaluation period under the terms described below.

2. Commercial Terms

2.1 Pilot Fee. Client shall pay a pilot fee representing fifty percent (50%) of ERRA's standard Module 1 pricing for the pilot period. The pilot fee is invoiced upon execution and is due within fifteen (15) days.

2.2 Credit Toward Annual Subscription. If Client converts to an annual subscription, the pilot fee shall be credited in full toward the first year's subscription fees.

2.3 No Refund. The pilot fee is non-refundable. If Client does not convert, the pilot period ends and no refund is issued.

2.4 Conversion. To convert, Client shall notify ERRA in writing on or before the sixtieth (60th) day. Upon conversion, the annual subscription begins at day sixty-one (61) at ERRA's then-current standard pricing (less the pilot fee credit). If Client does not provide notice by day sixty (60), this Agreement terminates automatically.

3. Structured Check-ins

Check-in scheduling is collaborative. Failure to participate in check-ins does not extend the pilot period.

4. Data Terms

4.1 Client Data Ownership. Client retains ownership of all raw data entered during the pilot, including ingredient records, formula compositions, supplier information, and pricing data.

4.2 License to ERRA. Client 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 and benchmarking; and (c) retain de-identified usage patterns and telemetry.

4.3 Data Export on Non-Conversion. If Client does not convert, Client may request a data export (CSV/JSON) within thirty (30) days of the pilot termination. ERRA shall fulfill requests within fifteen (15) business days.

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

4.5 Confidentiality of Trade Secrets. ERRA shall not share, sell, license, or disclose Client's identifiable trade secret information to any third party. This obligation survives termination.

5. Compliance Disclaimers

5.1 ERRA is a software platform providing 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 Client.

5.3 Client 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 pilot fee paid by Client.

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, or any other regulatory or legal action — even if Client relied on ERRA's calculations or platform output.

7. Indemnification

Client shall indemnify, defend, and hold harmless ERRA from claims arising out of Client's products, labels, regulatory submissions, or compliance decisions.

8. Term

This Agreement commences on the Effective Date and terminates automatically sixty (60) days thereafter, unless Client converts to an annual subscription per Section 2.4. There is no renewal of the pilot term.

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 and supersedes all prior agreements. Amendments require written consent.

9.4 Severability; Waiver. If any provision is held invalid, the remainder continues in effect. Failure to enforce any provision does not waive future enforcement.

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