Last updated: [DATE]
These Terms of Service (the "Terms") form an agreement between [SHERA LEGAL ENTITY NAME], a [STATE] [ENTITY TYPE] ("Shera", "we", "us") and the organization that creates an account or signs an order for the Shera service ("Customer", "you"). The individual accepting these Terms confirms they have authority to bind the Customer.
If you and Shera have signed a separate written agreement covering the Service, that agreement controls where it conflicts with these Terms.
1. Definitions
- "Service" means Shera's hosted virtual data room and secure document sharing platform, including the web application, recipient viewer and related support.
- "Customer Content" means files, documents, folder structures, Q&A messages, NDA text, branding and other data uploaded to or created in the Service by or for Customer, including the activity data generated when Recipients interact with that content.
- "Users" means Customer's employees and contractors who hold accounts under Customer's organization.
- "Recipients" means third parties (such as outside companies, investors, counsel and advisers) whom Customer invites to a data room or sends a share link, whether or not they hold an account.
- "Order" means the plan, room purchase or order form selected online or signed by Customer, including fees and usage limits.
- "Documentation" means Shera's then-current user guides and help pages.
2. The Service
2.1 Access. Subject to these Terms and payment of fees, Shera grants Customer a non-exclusive, non-transferable right during the subscription term to access and use the Service for Customer's internal business purposes, including sharing Customer Content with Recipients.
2.2 Users and Recipients. Customer is responsible for its Users and for choosing which Recipients may access Customer Content and with what permissions (for example view, download, print). Customer is responsible for Users' and Recipients' compliance with these Terms to the extent they act under Customer's account or invitation.
2.3 Accounts. Users must keep login credentials confidential and notify Shera promptly through the contact page (/contact/) of any suspected unauthorized access.
2.4 Changes. Shera may improve or modify the Service. Shera will not materially reduce the core security or functionality of a paid plan during a paid term without notice and, where the change is materially adverse, a right to terminate and receive a pro-rata refund of prepaid fees.
2.5 Beta features. Features labeled beta, preview or "coming soon" are provided as-is, may change or be withdrawn, and are excluded from any service commitments.
3. Customer Content and Data
3.1 Ownership. As between the parties, Customer owns all Customer Content. Shera claims no ownership of it.
3.2 License to Shera. Customer grants Shera a limited license to host, copy, convert, render, watermark, index, transmit and display Customer Content only as needed to provide, secure and support the Service and as Customer instructs through its use of the Service.
3.3 Processing of personal data. Shera's processing of personal data in Customer Content is governed by the Data Processing Agreement at [URL] (the "DPA"), which is incorporated into these Terms.
3.4 Confidentiality of Customer Content. Shera will not access Customer Content except (a) to provide the Service, (b) to prevent or address security, technical or support problems, including at Customer's request, (c) as required by law, or (d) as Customer expressly permits. Shera staff never sign in as Customer's Users.
3.5 No training. Shera does not use Customer Content to train artificial intelligence or machine learning models.
3.6 Aggregate data. Shera may collect usage and performance data about the Service and use it in aggregated and de-identified form, which does not identify Customer, any individual or any Customer Content, to operate and improve the Service.
3.7 Customer responsibilities. Customer represents that it has all rights, consents and notices needed to upload Customer Content and share it with Recipients, including any obligations to the parties whose information appears in shared documents.
3.8 Export and deletion. During the term Customer can export Customer Content and room archives through the Service. After termination, Customer has [30] days to export, after which Shera will delete Customer Content in line with the DPA, except for backups that expire on their normal cycle (currently up to [7/30] days) and data Shera must keep by law.
4. Acceptable Use
Customer will not, and will not allow Users or Recipients to:
(a) upload content that is unlawful, infringes others' rights, or contains malware; (b) use the Service to send spam or unsolicited bulk messages; (c) attempt to bypass access controls, watermarks, download restrictions, rate limits, or usage limits, or access another customer's data; (d) probe, scan or test the vulnerability of the Service without Shera's written permission (Shera's responsible disclosure policy is at [URL]); (e) reverse engineer the Service except as permitted by law, or build a competing product using it; (f) resell or provide the Service to third parties other than sharing Customer Content with Recipients as intended; or (g) use the Service in violation of export control or sanctions laws, or on behalf of any sanctioned person.
Shera may suspend access to the extent reasonably necessary to address a violation or a security threat, with notice where practical, and will restore access promptly once resolved.
5. Security
Shera will maintain the administrative, technical and physical safeguards described in the DPA and its security page at [URL], including encryption in transit and at rest, tenant isolation and audit logging. Watermarking, download blocking and view tracking reduce, but cannot fully prevent, a Recipient copying information (for example by photographing a screen), and Shera does not guarantee they will.
6. Fees and Payment
6.1 Fees. Customer will pay the fees in the Order. Plans may be billed per seat, per data room, or both, as shown in the Order. Fees are payable in advance, in US dollars, through Shera's payment processor (currently Stripe).
6.2 Renewal. Subscriptions renew automatically for the same term unless either party cancels before the end of the current term. Customer can cancel in the billing settings. Per-room purchases run for the period stated at purchase [and do not renew].
6.3 Price changes. Shera may change prices for a renewal term with at least [30] days' notice.
6.4 Overdue amounts. If fees are more than [15] days overdue after notice, Shera may suspend the Service until paid. Shera will not delete Customer Content because of non-payment without at least [30] days' further notice.
6.5 Taxes. Fees exclude taxes. Customer pays applicable sales, use and similar taxes, other than taxes on Shera's income.
6.6 Refunds. Except where these Terms say otherwise, fees are non-refundable. [Decide: whether to offer a refund window, e.g. 14 days, for first-time purchases.]
7. Confidentiality
Each party will protect the other's non-public business information disclosed under these Terms ("Confidential Information") with at least reasonable care, use it only to perform under these Terms, and disclose it only to its personnel and advisers who need to know and are bound by similar obligations. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or rightfully received from a third party. A party may disclose Confidential Information when legally required, after giving notice where lawful. Customer Content is Customer's Confidential Information.
8. Intellectual Property and Feedback
Shera owns the Service, its software, design and Documentation, and all improvements to them. No rights are granted except as stated in these Terms. If Customer provides feedback, Shera may use it without obligation.
9. Warranties and Disclaimers
9.1 Shera warrants that during a paid term the Service will perform materially as described in the Documentation. If it does not, Customer must notify Shera, and Shera will use reasonable efforts to fix it. If Shera cannot do so within [30] days, Customer may terminate the affected subscription and receive a refund of prepaid fees for the remaining term. This is Customer's exclusive remedy for breach of this warranty.
9.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND SHERA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SHERA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. SHERA DOES NOT PROVIDE LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE.
10. Indemnities
10.1 By Shera. Shera will defend Customer against third-party claims alleging that the Service, as provided by Shera, infringes that party's intellectual property rights, and pay resulting damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Content, combinations with items not supplied by Shera, or use in breach of these Terms. If such a claim arises, Shera may modify the Service, obtain a license, or terminate and refund prepaid fees for the remaining term.
10.2 By Customer. Customer will defend Shera against third-party claims arising from Customer Content or from Customer's or its Users' breach of Section 4 (Acceptable Use), and pay resulting damages finally awarded or agreed in settlement.
10.3 Process. The indemnified party must promptly notify the other, give it control of the defense and settlement (no settlement may impose obligations on the indemnified party without consent), and provide reasonable cooperation.
11. Limitation of Liability
11.1 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THEIR POSSIBILITY.
11.2 EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER IN THE [12] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
11.3 [Decide with counsel: a higher "super cap", e.g. 2–3x fees, for breaches of data protection, security or confidentiality obligations. Law firms and PE funds commonly ask for one.]
11.4 Sections 11.1 and 11.2 do not limit Customer's payment obligations, either party's indemnity obligations, or liability that cannot be limited by law.
12. Term and Termination
12.1 These Terms apply while Customer uses the Service or has an active Order.
12.2 Either party may terminate for the other's material breach that remains uncured [30] days after written notice. If Customer terminates for Shera's breach, Shera will refund prepaid fees for the remaining term.
12.3 On termination, Customer's access ends, unpaid fees become due, and Section 3.8 applies to Customer Content. Sections 3.8, 6 (for amounts owed), 7, 8, 9.2, 10, 11, 13 and any other provisions that by their nature should survive, survive.
13. General
13.1 Governing law and venue. These Terms are governed by the laws of [the State of Delaware], without regard to conflict of laws rules. The courts in [COUNTY, STATE] have exclusive jurisdiction. [Decide: courts vs. arbitration.]
13.2 Publicity. Shera may not use Customer's name or logo as a customer reference without Customer's prior written consent. [Data room customers are often sensitive about this, so consent is the default.]
13.3 Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all relevant assets, with notice.
13.4 Subcontractors. Shera may use subcontractors and subprocessors as described in the DPA and remains responsible for their performance.
13.5 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
13.6 Notices. Notices to Shera go to [LEGAL EMAIL] and [POSTAL ADDRESS]. Notices to Customer go to the account owner's email address.
13.7 Changes to these Terms. Shera may update these Terms with at least [30] days' notice for material changes. Changes apply from the next renewal term for paid Customers unless required sooner by law or for security reasons.
13.8 Entire agreement. These Terms, the Order, the DPA and documents they incorporate are the entire agreement on this subject. If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. The parties are independent contractors.
Annex: Recipient Terms (shown in the recipient viewer)
Short terms a Recipient accepts (by clicking or by continuing) before viewing a share link or data room, separate from any NDA the Customer adds.
By opening this document or data room you agree that:
- The content belongs to the organization that shared it with you, not to Shera. Your use of it is also governed by any NDA or terms that organization shows you.
- You will access it only for the purpose it was shared and will not try to bypass access controls, watermarks or download restrictions, or share your access link with others.
- Your activity (for example which pages you view, for how long, your email, IP address, approximate location, and device information) is recorded and shared with the organization that invited you, as described in Shera's Privacy Policy.
- The content is provided by the sharing organization. Shera makes no warranty about it and is not liable for it.