Last Updated: February, 2024
Please read these Terms of Service (the “Agreement”) carefully because they are a binding agreement between you and Tinwell Labs Inc. (“Era,” “we,” “us,” or “our”) and apply to your use of our website at https://era.app (the “Website”) and all of its sub-domains, the platform we make available through the Website (the “Platform”), and any related services and apps (the Website and Platform, together with any related services, social media pages and apps, are collectively referred to as our “Services”).
By clicking on an “accept” button, creating an account, or otherwise visiting, accessing, and/or using our Services, you automatically agree to this Agreement, you acknowledge our Privacy Policy [add URL], and you certify that you are at least 13 years of age and that you are providing truthful and accurate information about yourself.
Changes to Agreement
We may change, modify, add or remove portions of this Agreement (each, an “Update”) at any time and in our sole discretion without prior notice to you and such Updates will be effective immediately. If we make Updates to this Agreement, we will change the "Last Updated" date above. Your continued use of Services will confirm your acceptance of the updated Agreement. We encourage you to frequently review the Agreement to ensure you understand the latest terms and conditions associated with use of the Services. If you do not agree to the updated Agreement, you must discontinue using the Services.
Privacy Policy
Please refer to our Privacy Policy (the “Privacy Policy") for information regarding how we collect, use and disclose information about you in connection with your use of our Services, and regarding how others collect, use and disclose information about you. The terms and conditions of our Privacy Policy are incorporated into this Agreement.
Authorized Users
We may, in our sole discretion, refuse to offer Services to any person or entity and change the eligibility criteria for using the Services at any time.
Terms of Access and Use
Subject to your compliance with this Agreement and all applicable laws, Era grants you a limited, nonexclusive, non-transferable and revocable license to access and use the Website, Platform, and other Services (as applicable), together with the Era Content, for personal and non-commercial purposes in accordance with the terms and conditions of this Agreement and any separate written agreement with Era providing for additional terms and conditions applicable to your relationship with Era and use of products and services offered by Era (the “Additional Terms”), including, but not limited to, our Privacy Policy, which are collectively integrated by reference into this Agreement. In the event of a conflict between the terms of this Agreement and any Additional Terms, the Additional Terms will control.
Registration; Era Accounts
You are obligated to register and set up an account in order to access the Platform, and the Platform is available only to users who have registered and have been granted accounts with usernames and passwords. You agree to accurately maintain and update any information about yourself that you have provided to Era. If you do not keep such information current, or fail to submit truthful, accurate and complete information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of the Services.
You also agree to immediately notify Era of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by contacting Era at questions@era.app.
You will be required to provide the registration information described in our Privacy Policy in order to create an account. You agree to keep confidential your username and password and to exit from your user account at the end of each session. You may not use anyone else’s account at any time and you may not allow others to use your account to access the Services.
Linking Third Party Accounts
You may link your personal bank, payment card and/or brokerage accounts (the “Accounts”) to your Era account in order to authorize and enable the Platform to retrieve certain financial information (your “Account Data”) from the banks and financial institutions with which you maintain Accounts (the “Account Data Sources”), such as account transaction history and balance information. We will use Account Data in accordance with our Privacy Policy.
Era uses third party service providers (“Service Providers”) to, among other things, authenticate your Accounts, link them to the Services, retrieve your Account Data, and power money movement between Accounts, including but not limited to Service Providers identified in our Privacy Policy.
By using the Services, (i) you grant Era and Service Providers the right, power, and authority to act on your behalf to access and transmit your personal and financial information from Account Data Sources selected by you to Era, and (ii) you agree to your personal and financial information being transferred, stored, and processed by Service Providers in accordance with their policies, which are made available to you by links in our Privacy Policy. You expressly authorize such Account Data Sources selected by you to disclose your Account Data and other necessary information to us.
You acknowledge and understand that any Account Data available to you through the Services will be the most recent data we have available, and that this information may not reflect pending transactions and other recent activity. We make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, or fitness for purpose of any Account Data made available through the Services and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else relying on Account Data made available through the Services.
Modification to Services
Era may, at any time and for any reason, change, update or discontinue Services, or any part thereof, with or without notice. We may add or remove features including without limitation making free services into paid services and vice versa. Era will not be liable to you or to any third party for any modification, suspension or discontinuance of Services as permitted herein.
We will give you appropriate advance notice about any major changes, although you understand that we may stop, suspend, or change our Services at any time without prior notice. You may terminate this Agreement at any time by ceasing to use our Services.
Conduct Guidelines
The rights granted to you under this Agreement are subject to the following conduct guidelines concerning the Services:
You are solely responsible for complying with all laws, rules and regulations applicable to you when you use the Services. You agree to comply with the above conduct and usage requirements (“Conduct Guidelines”) and agree not to assist or permit any person to engage in any conduct that does not comply with the Conduct Guidelines. Any use of the Services in violation of these Conduct Guidelines is prohibited and may result in our suspension or termination of your right to use the Services, and may possibly expose you to legal action and damages.
Features and Content
The Assistant is designed to be responsive to your questions and sensitive to information you provide to the Assistant, your Account Data, and to other information available to Era. Your interactions with our Assistant may be recorded and shared with our Service Providers that support our Assistant or for other business purposes.
The Assistant is not designed or intended to recommend the purchase or sale of specific securities or investment assets. While it may offer educational information, it doesn’t have the capability to discern what investment choices would be suitable for your personal situation. Responses from the Assistant are general in nature and should not be considered investment, legal, or tax advice.
Third Party Content
The Services may contain proprietary information and materials licensed or provided to Era by third parties in connection with Era’s provision of the Services and/or other business purposes (collectively, “Third Party Content”). Third Party Content is the copyrighted work of its owner, who expressly retains all right, title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto.
No Reliance
Any reliance you place on the Services, Era Content and/or Third Party Content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or by anyone who may be informed of or exposed to such materials. ERA DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE SERVICES. ERA ENCOURAGES YOU TO CONSIDER CONSULTING AN ACCOUNTANT OR OTHER FINANCIAL ADVISOR BEFORE IMPLEMENTING ANY FINANCIAL STRATEGY OR MAKING FINANCIAL DECISIONS. ALL INVESTMENTS INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF CAPITAL. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS OR RETURNS.
All statements and/or opinions expressed in the Third Party Content are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Era. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Disclaimers
ERA MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE INFORMATION IN ERA CONTENT OR THE SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. ERA MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE ERA CONTENT OR THE SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER HARMFUL CODE, OR PROGRAMS INTENDED TO INTERCEPT OR ACQUIRE DATA.
Please note, the ability to exclude warranties varies in different jurisdictions. To the extent that a jurisdiction places limits on the ability for a party to exclude warranties, these exclusions exist to the extent permitted by law. Because of this jurisdictional variance, some of the above exclusions may not apply to you.
Social Media
When we make available certain social media features through Facebook, Twitter, Instagram, or other social media sites, you may take such actions as are enabled by those features. Please be aware that activities on our social media sites, or facilitated by or through our social media sites, are subject to the terms and conditions of the applicable social media site(s). Any information or content provided to social media sites may be processed and used by the applicable social media sites in accordance with their policies and any agreements with Era.
Links to Other Sites
Our Services may contain links to other websites. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data, or solicit personal information from you. Other sites follow different rules regarding the use or disclosure of the personal information you submit to them. We encourage you to read the privacy policies and terms of use for the other websites you visit.
Ownership
Era and/or its licensors own all right, title and interest, including all related intellectual property rights, in and to the Website, Platform, and other Services, Era Content, and Third Party Content. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Website, Platform, and other Services, Era Content and/or Third Party Content. Era reserves all rights not expressly granted in this Agreement.
All trademarks, service marks, logos, slogans and taglines displayed on or through the Services are the property of Era and its licensors or their respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Services without the express written permission of Era, or such third-party that may own the trademark, service mark, logo, slogan or tagline.
Your Feedback
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). We may ask for your Feedback in connection with your use of the Services, and you can always submit Feedback by emailing us at questions@era.app.
You grant us a nonexclusive, irrevocable, worldwide, royalty-free, fully paid up right and license to use any Feedback provided by you to us with respect to the Services, and we can use, disclose, reproduce, license and otherwise distribute and exploit Feedback in any manner without obligation or restriction of any kind on account of intellectual property rights or otherwise. Era will treat any Feedback you provide to us as non-confidential and non-proprietary.
Consent to Electronic Notice
If you provide your email address to Era through the Website or Platform, or by e-mailing Era directly, you agree that Era may communicate with you electronically regarding administrative, security and other issues relating to your use of the Services. You agree that any notices, agreements, disclosures or other communications that Era sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The foregoing does not affect your statutory rights.
Limitation of Liability
IN NO EVENT SHALL ERA OR ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR DEVICE OR OTHERWISE, OR SIMILAR DAMAGES) RESULTING FROM OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) YOUR USE OR INABILITY TO USE THE SERVICES, OR ERRORS, MISTAKES, OR INACCURACIES IN ERA CONTENT OR THIRD PARTY CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE SERVICES, (III) ANY INFRINGEMENT BY THE SERVICES OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, (V) ANY ERRORS OR OMISSIONS IN THE SERVICES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ERA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU AGREE THAT YOUR USE OF THE SERVICES IS ON AN "AS IS" AND "AS AVAILABLE" BASIS AND AT YOUR SOLE RISK, AND YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY USE, INABILITY TO USE, MODIFICATION, SUSPENSION, OR WITHDRAWAL OF THE SERVICES, OR ANY FEATURES, PARTS, OR CONTENT OF THE SERVICES.
General Release
You are solely responsible for all claims, injuries (including death), illnesses, damages, liabilities, and costs (“Liabilities”) suffered by you or any third party as a result of your use of the Services. To the maximum extent permitted by applicable law, you hereby release the Era Parties (as defined below) from any and all responsibility and liability for the foregoing.
YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. IF YOU ARE A CALIFORNIA RESIDENT, YOU ACKNOWLEDGE AND HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the Era Parties pertaining to the subject matter of this section.
Indemnification By You
Without limiting the generality or effecting other provisions of this Agreement, as a condition of accessing or using the Services, you agree, at your expense, to indemnify and hold harmless Era and its affiliates, licensors and suppliers, and our and their officers, directors, employees and agents (“Era Parties”), from and against any and all losses, costs, damages, liabilities and expenses (including without limitation attorneys' fees) in relation to or arising from (i) your use or inability to use the Services, (ii) your failure to comply with any applicable laws and regulations (including any privacy laws), (iii) your violation of any third party right, including without limitation any copyright, property or privacy right, or (iv) your breach of any obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable indemnified party.
For any third-party claim covered under this indemnification provision, we will notify you upon becoming aware of the claim, and you will also defend such claim at your expense if instructed by us to do so. If we or our partners or licensors are obligated to respond to a third-party subpoena or other compulsory legal order or process, you will also reimburse us for reasonable attorneys’ fees, as well as employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at the applicable then-current hourly rates.
Term, Suspension and Termination
This Agreement will remain in full force and effect while you use the Services. We reserve the right (but have no obligation) to investigate and/or take appropriate action against you in our sole discretion if you violate this Agreement or otherwise create liability for us or any other person. Such actions could include suspending or terminating your rights with respect to the Services, with or without notice. If your rights with respect to the Services are suspended or terminated, you agree to make no further use of the Services as directed by Era for the duration of the suspension or indefinitely following termination.
ARBITRATION CLAUSE & CLASS ACTION WAIVER – APPLICABLE TO THE FULL EXTENT PERMITTED BY LAW
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, United States of America, before one arbitrator. The language to be used in the arbitral proceedings will be English. If the dispute, claim or controversy exceeds $250,000, the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “Rules”), and if not, the arbitration shall be administered by JAMS pursuant to the Rules and in accordance with the Expedited Procedures or similar process set forth in the Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
YOU AND ERA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.
YOU AND ERA EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY FOR DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND THIS WAIVER APPLIES REGARDLESS OF THE TYPE OF DISPUTE, WHETHER PROCEEDING UNDER CLAIMS OF CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER THEORY.
Force Majeure
You agree that Era is not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, pandemics and epidemics, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
Governing Law and Venue
This Agreement shall be governed by the laws of the State of Delaware, United States of America, without regard to its rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
General Terms
This Agreement, together with the Privacy Policy, Privacy Notice and any Additional Terms incorporated herein by reference, constitute the sole agreements between you and Era for your use and the provision of the Services, and the subject matter hereof. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Should any provision of this Agreement be held invalid or unenforceable, such provision will be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and other provisions of this Agreement will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and any rights and licenses granted hereunder, may not be transferred, delegated or assigned by you, but may be assigned, delegated or transferred by Era without restriction. Any attempted assignment, subcontract, delegation or transfer by you in violation of the foregoing will be null and void. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Certain of our licensors and suppliers may be third-party beneficiaries of this Agreement and have the right to enforce this Agreement against you.
Contact Information
If you have any questions about the Website, Platform, or this Agreement, please contact us at questions@era.app, or by mail directed to Tinwell Labs, 440 N BARRANCA AVE #8186 COVINA, CA 91723.
