Platform Terms of Service

These Terms of Service (“Terms” or “ToS”) govern access to and use of the ERRA platform (“Platform”). By accessing or using the Platform, the entity on whose behalf the account is created (“Client,” “you,” or “your”) agrees to be bound by these Terms. If you do not agree, do not use the Platform.

These Terms may be supplemented by a separately executed agreement (such as a Founding Partner Agreement or Paid Pilot Agreement), which controls in the event of a conflict with these Terms.

1. Definitions

“Anonymized Data” means data derived from Client Data that has been de-identified, anonymized, and/or aggregated such that it does not identify Client, its products, its specific formulas, its suppliers, or any individual.

“Authorized User” means an individual who is authorized by Client to access and use the Platform under Client's subscription. Each Authorized User must be an employee, contractor, or agent of Client.

“Client Data” means all data, content, and information entered into, uploaded to, or generated within the Platform by Client or its Authorized Users, including but not limited to ingredient records, formula compositions, supplier information, pricing data, compliance documentation, product specifications, and label content.

“Module” means a distinct functional capability of the Platform, activated per Client organization. Module 1 covers Formulation & Labeling. Additional Modules may be released and made available under separate pricing.

“Organization” means the Client entity as represented within the Platform. Each Organization constitutes a separate tenant with isolated data.

“Platform” means the ERRA web application, APIs, and associated services hosted at app.goerra.com and related domains.

2. Access and Use Rights

2.1 Subscription Grant. Subject to payment of applicable fees and compliance with these Terms, ERRA grants Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the subscription term for Client's internal business operations related to dietary supplement formulation, labeling, compliance management, and related activities.

2.2 Per-Organization Access. Access is scoped to Client's Organization. Each Organization is a separate tenant. Client shall not attempt to access, modify, or view data belonging to other Organizations.

2.3 Authorized Users. Client is responsible for all activity under its account and Authorized Users' accounts. Client shall: (a) ensure each Authorized User has a unique login; (b) not share credentials between individuals; (c) promptly revoke access for individuals who are no longer authorized; and (d) notify ERRA immediately of any unauthorized access.

2.4 Restrictions. Client shall not: (a) sublicense, resell, or provide the Platform as a service to third parties; (b) reverse engineer, decompile, or disassemble any part of the Platform; (c) use the Platform for any unlawful purpose; (d) interfere with or disrupt the Platform's infrastructure; (e) circumvent access controls, security measures, or tenant isolation; (f) use automated scripts, bots, or scrapers to access the Platform except through documented APIs; or (g) use the Platform to process data for entities other than Client's Organization without ERRA's written consent.

3. Client Responsibilities

3.1 Data Accuracy. Client is solely responsible for the accuracy, completeness, currency, and legal sufficiency of all Client Data entered into the Platform. ERRA does not independently verify Client Data and makes no representations regarding its accuracy.

3.2 Regulatory Compliance. Client is solely responsible for compliance with all applicable federal, state, and local laws and regulations, including FDA 21 CFR Part 111, FDA 21 CFR Part 101, FTC Act, California Proposition 65, state consumer protection and labeling laws, and Amazon/retailer marketplace requirements.

3.3 Independent Verification. Client shall not use Platform output — including Supplement Facts panels, Nutrition Facts panels, allergen statements, cost calculations, or Proposition 65 exposure estimates — as the sole basis for regulatory submissions, label production, or compliance claims without independent verification by qualified regulatory counsel or consultants.

3.4 Authorized Use. Client shall ensure that all Authorized Users understand and comply with these Terms. Client is liable for its Authorized Users' actions on the Platform.

4. Data Ownership and License

4.1 Client Retains Ownership. Client retains all right, title, and interest in and to Client Data. Nothing in these Terms transfers ownership of Client Data to ERRA.

4.2 License to ERRA. Client grants ERRA a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to: (a) process and store Client Data as necessary to provide the Platform services; (b) retain Client Data for compliance record-keeping purposes consistent with 21 CFR Part 111; (c) create, retain, and use Anonymized Data for platform improvement, benchmarking, analytics, industry research, and product development; and (d) retain de-identified usage patterns, platform analytics, system telemetry, and performance data.

4.3 Data Export. Upon termination, Client may request an export of its Client Data in a standard machine-readable format (CSV and/or JSON) within ninety (90) days of the termination effective date. ERRA shall fulfill export requests within fifteen (15) business days.

4.4 Deletion of Identifiable Data. After the export window, ERRA shall, upon Client's written request, delete identifiable Client Data within thirty (30) days, subject to legal holds, regulatory retention requirements, audit trail obligations, and Anonymized Data (which is retained indefinitely).

4.5 No Sale of Identifiable Data. ERRA shall not sell, license, or disclose identifiable Client Data to third parties.

5. Compliance Disclaimer and Limitation

5.2 Deterministic Calculations. All regulatory calculations performed by the Platform are deterministic mathematical functions that operate exclusively on Client Data. These include Supplement Facts panel generation (21 CFR 101.36), %DV computation, FDA-compliant rounding rules, allergen statement derivation, Proposition 65 ingredient flagging, cost-per-serving calculations, and free-from claim validation.

5.3 Garbage In, Garbage Out. If Client Data is inaccurate, incomplete, or outdated, Platform output will reflect those deficiencies. ERRA has no obligation to detect or correct errors in Client Data.

5.4 No Regulatory Determination. The Platform does not determine whether a product is legally marketable, properly labeled, compliant with cGMP, subject to NDI notification, safe for consumer use, or compliant with any other regulatory standard.

6. Intellectual Property

6.1 ERRA Ownership. ERRA retains all right, title, and interest in and to the Platform, including its software, algorithms, interfaces, documentation, designs, methodologies, Anonymized Data, and all improvements thereto.

6.2 Client Ownership. Client retains all right, title, and interest in its Client Data, trademarks, trade secrets, and other intellectual property.

6.3 Feedback. If Client provides suggestions, feature requests, or feedback regarding the Platform, ERRA may use such feedback without restriction or obligation.

7. Confidentiality

7.1 Mutual Obligations. Each party shall hold the other party's confidential information in strict confidence, not disclose it to third parties except to employees, contractors, and advisors with a need to know, and use it only for purposes related to these Terms.

7.2 Client Confidential Information. Includes formula compositions, proprietary ingredient ratios, supplier pricing, cost data, and unreleased product plans. ERRA acknowledges these may constitute trade secrets.

7.3 ERRA Confidential Information. Includes platform architecture, algorithms, pricing structures, unreleased roadmap, and business strategies.

7.4 Exclusions. Obligations do not apply to information that is publicly available, was previously known, is independently developed, or is required to be disclosed by law.

7.5 Survival. Confidentiality obligations survive termination for five (5) years, except for trade secrets, which are protected for as long as they remain trade secrets under applicable law.

8. Security

ERRA implements commercially reasonable security measures including: encryption in transit (TLS 1.2+) and at rest (AES-256); role-based access controls with least-privilege enforcement; multi-tenant data isolation through database-level row-level security; regular security assessments; and access logging and audit trails. See our security page for details.

Breach Notification. In the event of a confirmed breach, ERRA shall notify Client in writing within seventy-two (72) hours, describe the nature and scope, and cooperate in any investigation.

9. Payment Terms

Fees are invoiced annually in advance unless otherwise specified. All fees are due within thirty (30) days of the invoice date. Overdue amounts accrue interest at 1.5% per month. ERRA may suspend access after thirty (30) days of non-payment with ten (10) days' written notice. Pricing may change with ninety (90) days' notice before a renewal term. Fees are exclusive of taxes. Except as stated in a separately executed agreement, fees are non-refundable.

10. Term and Termination

Subscriptions are annual and auto-renew for successive twelve (12) month periods. Either party may elect not to renew with sixty (60) days' notice. Either party may terminate for convenience with sixty (60) days' notice (no refund for mid-term cancellation). Either party may terminate immediately for material breach (with a thirty-day cure period) or insolvency. ERRA may suspend access immediately if use poses a security risk, may subject ERRA to liability, or violates applicable law.

11. Limitation of Liability

12. Indemnification

Client shall indemnify, defend, and hold harmless ERRA from claims arising out of Client's products, formulations, labels, marketing, regulatory submissions, compliance decisions, breach of these Terms, Authorized Users' actions, or any third-party claim arising from Client's use of Platform output. The indemnifying party shall have sole control of the defense and settlement.

13. Warranties and Disclaimers

ERRA warrants that: (a) ERRA targets high availability on a commercially reasonable, best-effort basis but does not guarantee any specific uptime percentage; (b) regulatory calculations shall produce mathematically correct results given accurate input data; and (c) ERRA has the authority to enter into these Terms. Client warrants that it has authority, will comply with applicable law, has rights to provide Client Data, and that Client Data does not infringe third-party rights.

Except as expressly stated above, the Platform is provided “as is” and “as available.” ERRA disclaims all other warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. ERRA does not warrant that the Platform ensures compliance, is suitable for regulatory submissions without independent review, or replaces the need for qualified regulatory professionals.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Utah. Disputes shall be resolved by binding arbitration administered by the American Arbitration Association in Salt Lake County, Utah. Each party bears its own costs. Either party may seek injunctive relief to protect intellectual property or confidential information. Client waives the right to participate in class, collective, or representative proceedings against ERRA.

15. General Provisions

These Terms constitute the entire agreement between the parties. Material changes will be communicated with at least thirty (30) days' notice. If any provision is held invalid, the remainder continues in effect. Neither party may assign without consent except in connection with a merger, acquisition, or asset sale. The parties are independent contractors. Notices shall be in writing and delivered by email with confirmation of receipt.