Design partner terms
The terms of the pilot
Design partners use Adhera before general release, free of charge, in exchange for honest feedback. These terms set out what each side gives and gets.
The short version. Adhera is free for the pilot. Either side can end it on 30 days' notice. Your data stays yours; you can export it and we delete it when the pilot ends. We keep what you tell us confidential and you do the same for what we show you. The software is pre-release, with no service levels, and it does not guarantee an audit result. The full terms below are what counts.
1. Who agrees to what
These terms are between Adhera Compliance, Inc., a Florida corporation ("Adhera", "we"), and the organization named in the design partner application that we accept ("you"). They take effect on the date we confirm your acceptance by email. The person who submitted the application confirms they are allowed to agree to these terms on your behalf.
2. What we provide
- Access to Adhera for your team and, if you choose, your auditors, for the length of the pilot, at no charge.
- A recurring call with the founders, at a cadence we agree together, to go through what is working and what is not.
- A say in what gets built next. We will listen; we do not promise to build any particular thing.
- Support by email during business hours, US Eastern time, on a best-effort basis.
3. What you provide
- Honest feedback. Tell us what is confusing, slow, wrong, or missing. That is the point of the pilot.
- Reasonable use. Put real controls and real evidence into Adhera, so that what we learn is real. Use it as your team would use it in earnest, within whatever scope you choose.
- Only data you are allowed to share. You confirm that you have the right to upload what you upload, and that doing so does not break a law, a contract, or a duty you owe to someone else. If a document should not go to a service provider, do not put it in Adhera.
4. Using Adhera
You may use Adhera for your own organization's compliance work, including the entities you manage within it. You are responsible for the people you invite, for keeping their sign-in details safe, and for removing access when someone leaves. You may not:
- share access with anyone outside your organization, other than auditors you invite through the product;
- use Adhera to provide services to third parties, or resell access;
- copy, reverse-engineer, or build a competing product from it;
- try to get around its security or access controls, or test its security without first agreeing a scope with us;
- upload anything unlawful, or anything designed to damage the service.
5. Your data
Everything you put into Adhera, and everything Adhera produces from it for you, is yours ("your data"). We claim no ownership of it.
- What we may do with it. You give us the right to store, process and display your data so that we can provide the service to you, support you, keep the service secure, and meet our legal obligations. We do not read your data for any other reason.
- Who sees it. You control who sees it within the product, including any auditor you invite and the scope you give them. Our staff see it only when needed to run the service or help you, and that access is logged.
- Where it is. Your data is stored and processed in the United States on Google Cloud. Our service providers are listed in the privacy notice.
- Export. You can export your data at any time during the pilot and for 30 days after it ends, using the product's export features or by asking us.
- Deletion. We delete your data within 30 days after the pilot ends, or sooner if you ask. Backups are overwritten within a further 30 days. If you want a written confirmation of deletion, ask and we will send one.
- Personal information. Where your data includes personal information about your staff or others, you are the controller of it and we process it on your instructions as described in the privacy notice. If your situation requires a formal data processing agreement, tell us and we will put one in place.
6. Confidentiality
Each side will receive confidential information from the other: for you, your data and anything you tell us about your organization; for us, unreleased features, pricing plans, roadmap, and anything we mark or that is plainly confidential. Each side agrees to:
- use the other's confidential information only for the pilot;
- share it only with its own people and advisers who need it and are bound to keep it confidential;
- protect it with at least the care it uses for its own confidential information, and no less than reasonable care.
This does not apply to information that is already public, that the receiving side already had, or that it independently develops or lawfully receives from someone else. A side may disclose confidential information if the law requires it, after giving the other side notice where it is allowed to. These duties last for two years after the pilot ends. Your data stays protected for as long as we hold it, regardless of that period.
7. Feedback and improvements
- We may use the feedback you give us, and what we learn from how your team uses Adhera, to improve the product. You give us the right to do so without restriction or payment, but we will not publicly attribute feedback to you or your organization without your permission.
- Improvements we make to Adhera belong to us, even where they were prompted by your feedback.
- We may use aggregated, anonymized usage information that cannot identify you, your people or your data.
- We will not name you as a customer, use your logo, or describe your use of Adhera in public without your written consent, which you can withhold or withdraw at any time.
8. AI features
Adhera uses large language models to write up controls, check evidence, draft task instructions and read audit request lists. For this, the relevant content is sent to Google's Gemini API under terms that do not allow Google to use it to train its models. Model output can be wrong. Adhera shows the reason behind each result, a person on your side can override it, and the audit trail records both. You remain responsible for the controls you adopt and the evidence you accept.
9. Pre-release software
Adhera is pre-release software. It will have bugs, features will change, and there may be downtime, sometimes without notice. It is provided as is, with no service levels and no warranty of any kind, including no warranty that it is fit for a particular purpose or free of defects, to the extent the law allows us to say so.
In particular, Adhera is not a guarantee of an audit result. Whether your controls satisfy a framework, and whether your evidence satisfies your auditor, is decided by you and your auditor. Adhera helps you organize, check and present your work; it does not replace your judgment or theirs. Keep your own copies of anything you cannot afford to lose.
10. How long, and how it ends
- The pilot starts when we confirm your acceptance and continues until either side ends it.
- Either side can end it for any reason by giving the other 30 days' notice by email.
- Either side can end it immediately if the other materially breaks these terms and does not fix it within 14 days of being told.
- We can also end or pause access immediately if we reasonably believe your use is harming the service or other users, and we will tell you why.
- When it ends, your access stops, section 5 (export and deletion) applies, and sections 6, 7, 11 and 12 continue.
- Before general release, we will tell you what paid plans will look like. There is no obligation on either side to continue after the pilot, and nothing in these terms gives you a right to a particular price or plan.
11. Liability
Because the pilot is free and the software is pre-release, each side's liability to the other is limited.
- Neither side is liable to the other for indirect or consequential loss, lost profits, lost business, or loss of data, however it arises, even if told it was possible.
- Adhera's total liability to you under or in connection with these terms is limited to one hundred US dollars (US$100).
- These limits do not apply to a side's breach of section 6 (confidentiality), to your breach of section 3 or 4 (the data you upload and how you use the service), or to anything that cannot be limited by law, such as fraud.
- You will cover us for third-party claims that arise from data you uploaded in breach of section 3, and we will cover you for third-party claims that Adhera, used as intended, infringes someone's intellectual property.
12. General
- No exclusivity. You may use other compliance tools; we may work with other design partners, including your competitors.
- Governing law. These terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Disputes will be heard in the state or federal courts located in Florida. Before going to court, each side agrees to raise the issue with the other in writing and talk it through in good faith for at least 30 days.
- Whole agreement. These terms, the privacy notice, and any data processing agreement we sign are the whole agreement about the pilot. They replace anything said or written earlier. Any change must be agreed in writing, which includes email.
- Changes by us. We may update these terms for new design partners at any time. For a pilot already running, we will give you 30 days' notice of changes by email; if you do not accept them, you may end the pilot under section 10 before they take effect.
- Assignment. Neither side may transfer these terms without the other's consent, except that we may transfer them to a successor that takes over the Adhera business.
- If part of this is unenforceable, the rest still applies.
- Contact. Notices go by email: to us at partners@adheraworks.com; to you at the email address on your application or the one you later tell us to use.