Terms and Conditions

These Terms and Conditions (the Terms) form a binding agreement between you and Adira, a product of Clausio (the company that builds Adira and reserves all rights in it, referred to as Adira, we, us, or our) and govern your access to and use of our contract lifecycle management service, websites, and related applications (the Service).

By creating an account, accessing, or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of an organization, you confirm that you have authority to bind that organization, and you refers to that organization. If you do not agree, do not use the Service.

Where you and Adira have signed a separate written agreement for the Service, that agreement governs to the extent it conflicts with these Terms.

• Customer Data means the documents, content, and data you or your users submit to or generate through the Service.
• Account means the registration and credentials that let you access the Service.
• Subscription means the plan, term, and entitlements under which you use the Service.
• Service means the Adira platform and all features, including drafting, review, redlining, signing, and tracking.
• Users means the individuals you authorize to use the Service under your Account.

You must be at least [confirm minimum age] and able to form a binding contract to use the Service. The Service is intended for business and professional use.

You are responsible for the accuracy of your registration details, for keeping your credentials confidential, and for all activity under your Account. You must notify us promptly of any unauthorized use. You are responsible for your Users' compliance with these Terms.

Paid features are provided on a subscription basis. The fees, plan features, and billing frequency that apply to you are those presented at purchase or in your order. [confirm pricing and plan details]

Trials

We may offer free trials or evaluation access. Trial terms, including duration and any conversion to a paid plan, are as stated at signup. [confirm trial terms]

Renewals and cancellation

Unless stated otherwise, subscriptions renew automatically for successive terms until cancelled. You may cancel as described in your account settings or order, and cancellation takes effect at the end of the current term. [confirm renewal and cancellation terms]

Payment and taxes

Fees are due in advance and are non-refundable except where required by law or expressly stated. Fees are exclusive of taxes, and you are responsible for applicable taxes, duties, and similar charges. [confirm tax and refund terms]

You agree not to, and not to permit any User to:

• Use the Service in violation of any applicable law or regulation;
• Infringe the intellectual property, privacy, or other rights of others;
• Upload malicious code or attempt to disrupt, probe, or gain unauthorized access to the Service;
• Reverse engineer, copy, or create derivative works of the Service except as permitted by law;
• Resell, sublicense, or provide the Service to third parties except as expressly allowed;
• Use the Service to generate or distribute unlawful, harmful, or deceptive content.

The Service assists with drafting and review but does not provide legal advice. You are responsible for reviewing all output before relying on it.

As between you and Adira, you own your Customer Data and the contracts and documents you create with the Service. We do not claim ownership of your Customer Data.

You grant us a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Service, and as permitted by our Privacy Policy. We process personal data within Customer Data as a processor on your instructions.

We do not use Customer Data to train general AI models unless you explicitly opt in, as described in our Privacy Policy. [confirm confirm training and opt-in posture]

You are responsible for ensuring you have the rights to submit Customer Data and that your use of it through the Service is lawful.

The Service, including its software, models, design, and content, and all related intellectual property, is owned by Clausio and its licensors. Except for the rights expressly granted here, no rights are transferred to you.

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription term.

If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use them to improve the Service, without obligation to you.

Each party may receive information that the other treats as confidential. The receiving party will use such information only to perform under these Terms, will protect it with reasonable care, and will not disclose it except to those who need to know and are bound by similar obligations.

These obligations do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or is required to be disclosed by law, in which case the receiving party will give reasonable notice where permitted.

The Service may interoperate with third-party services, such as e-signature, storage, or identity providers. Your use of those services is governed by their own terms, and we are not responsible for them.

If you enable an integration, you authorize us to exchange data with that service as needed to provide the feature. You are responsible for your use of, and any fees charged by, third-party services.

We aim to keep the Service available and reliable, but we do not guarantee uninterrupted access. We may perform maintenance and may modify, suspend, or discontinue features from time to time. [confirm any service-level commitments]

We may offer beta or preview features, including the Command Centre. These are provided "as is" for evaluation, may change or be withdrawn, and may be subject to additional terms. They are not recommended for production-critical use.

To the maximum extent permitted by law, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Service or its output will be accurate, complete, error-free, or legally sufficient. The Service does not provide legal advice, and your use of any output is at your own discretion and risk. Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to these Terms or the Service.

To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms will not exceed the amounts you paid to us for the Service in the [confirm liability cap period, e.g. twelve months] preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited under applicable law. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

You will defend, indemnify, and hold harmless Adira and its affiliates from and against third-party claims, losses, and expenses, including reasonable legal fees, arising out of your Customer Data, your use of the Service in breach of these Terms, or your violation of law or third-party rights.

This section is subject to applicable law, which may limit indemnities owed by consumers. [confirm any Adira-side indemnity, e.g. IP claims]

These Terms apply while you use the Service or have an active Subscription. Either party may terminate as set out in your order or for material breach that remains uncured after reasonable notice.

We may suspend or limit access if we reasonably believe your use poses a security risk, violates these Terms, or is required by law.

Effect of termination

On termination, your right to use the Service ends. For a limited period after termination, you may export your Customer Data. After that period, we will delete or anonymize Customer Data in accordance with our Privacy Policy and applicable law. [confirm export window and deletion timeline] Sections that by their nature should survive, such as those on ownership, confidentiality, disclaimers, liability, and indemnity, will survive termination.

These Terms are governed by the laws of [confirm governing law jurisdiction], without regard to its conflict of laws rules.

Subject to the dispute resolution section below, the courts of [confirm courts and venue] will have jurisdiction over disputes arising out of or relating to these Terms. Mandatory consumer protections in your country of residence are not affected.

Before starting formal proceedings, the parties will try in good faith to resolve any dispute informally by contacting each other.

If a dispute is not resolved, it will be settled by [confirm arbitration or litigation mechanism, seat, and rules]. Any class action waiver or arbitration terms apply only to the extent permitted by applicable law, and nothing here prevents either party from seeking injunctive relief or applies where prohibited for consumers. [confirm dispute resolution details]

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date above and, where required, provide additional notice. Your continued use of the Service after changes take effect means you accept the updated Terms.

Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control.

Assignment

You may not assign these Terms without our consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.

Severability

If any provision is held unenforceable, the rest remains in effect and the provision will be modified to the minimum extent necessary.

Entire agreement

These Terms, together with any order and our Privacy Policy, form the entire agreement between you and us about the Service and supersede prior understandings on the subject.

Notices

We may provide notices through the Service or by email. You may send notices to us using the contact details in the next section. [confirm notice address]

For questions about these Terms, contact us:

• By email: hello@adiralaw.com
• By post: [confirm postal address]