Partner Terms

I. RELATIONSHIP

“Founder” means anyone given access to the Services, as defined below, through Partner’s program, including community-license members. Each Founder must accept Theanna’s Terms of Service and Privacy Policy before using the Services. The Terms of Service general provisions apply to Partner as if Partner were the “user,” except as stated here.

Theanna and Partner are independent businesses and each is responsible for its own handling of personal data. Neither is the other’s agent, employee, joint venturer, or (for purposes of data protection law) processor or service provider. Each party determines for itself the purposes and means of its own handling of personal data it holds, subject to this Agreement. The parties do not intend to enter a data processing agreement, and none is required by this Agreement.

Partner remains solely responsible for its program, its curriculum, its relationship with Founders, and any investment, grant, or equity arrangement with them. Theanna provides software only and gives no advice, endorsement, or guarantee of any Founder’s business outcome.

II. SERVICES, SEATS, FEES

2.1 Services

Subject to the Agreement and timely payment, Theanna will make the Services available to the Founders enrolled under the Order Form for the Term, at the plan or tier stated there. For the purposes of this Agreement “Services” shall mean Theanna’s AI platform, AI features including Admin Portal, and connectors, as described in the Order Form. Theanna may improve, modify, or replace features and model providers (including its AI and fallback providers) provided that it does not materially reduce the core functionality of the plan stated in the Order Form during the Term. The Services use third-party AI models. Output may be inaccurate or incomplete, is not professional (legal, financial, tax, or investment) advice, and should be reviewed by the Founder. Theanna makes no warranty that output is accurate or suitable for any purpose.

2.2 Usage, Credits

Usage allowances are stated in the Order Form or the Terms of Service.

2.4 Fees

Partner pays the fees in the Order Form, invoiced in advance from the period stated, and are due within 15 days of invoice. Any minimum commitment in the Order Form is payable in full. Fees are non-refundable, and unused seats are not prorated. Added Founders are charged at the Order Form rate, prorated. A seat may be reassigned once if the Founder leaves the program.

Partner must notify Theanna in writing of a good-faith dispute about an invoice within thirty (30) days after receipt. Renewal fees are subject to change on 60 days’ notice.

III. ROSTER DATA

3.1 Roster Data

Partner will enroll Founders by submitting Roster Data — Founder’s name, email, company or program name, dates, with no sensitive data and no one under 18 years old — in the manner Theanna specifies. Theanna will invite each enrolled Founder to create an account. Roster data for anyone who never creates an account is deleted within 90 days after the Order Form ends or the person is removed.

Partner represents it has given any notice and obtained any consent required for that disclosure. Theanna uses roster data to enroll, bill, and support Founders.

3.2 Use of Roster Data

Theanna will use Roster Data to create and administer Founder accounts, verify enrollment, bill Partner, support Founders, and communicate about the Services and the program, and as described in its Privacy Policy. Once a Founder creates an account, information the Founder provides is the Founder’s information and is handled under Theanna’s Privacy Policy and the Founder’s Sharing Settings, not as Roster Data.

IV. ADMIN PORTAL, FOUNDER DATA

4.1 Admin Portal

The Admin Portal is the Partner-facing dashboard through which Partner views cohort information and Founder-shared and authorized information. Partner may use Founder data only to run, coach, and evaluate its program. Partner will not sell it, use it for unrelated marketing, share it with third parties, make investor introductions with it without that Founder’s separate consent, re-identify aggregates, or use it to train AI models.

4.2 Opt-In

Partner sees information about an individual Founder in the Admin Portal only for categories the Founder has chosen to share through a Sharing Setting. Sharing Settings are off by default. Partner will not require or pressure a Founder to turn any setting on as a condition of joining or staying in the program, receiving funding or services, or any other benefit other than reasonable program participation requirements that do not depend on a particular Sharing Setting.

4.3 Data Usage

Partner and its Admin Portal users will use the Services and the Admin Portal only for Partner’s internal administration and coaching of its program. If/when a Founder turns a setting off or leaves, Partner will delete or de-identify that data within 30 days. Partner will keep Admin Portal credentials confidential, use reasonable safeguards, and notify Theanna of any unauthorized access within 72 hours. Theanna will do the same for roster data and will honor Founders’ settings. Theanna may suspend Admin Portal access if it reasonably believes Partner is not complying.

Partner will not:

• sell, rent, or license Shared Founder Data;
• use it for advertising or marketing to Founders unrelated to the program;
• share it with a third party, including investors, sponsors, or other partners, except as permitted herein;
• use it to make introductions or share a Founder’s information with an investor or other third party without that Founder’s separate consent;
• combine it with other data to re-identify a Founder in Aggregate Data;
• use it to build or train an AI or machine learning model; or
• use it in any way that violates Applicable Data Protection Laws or the Founder’s Sharing Settings.

4.4 Data Reporting

Partner may share Aggregate Data and de-identified program-outcome statistics with its sponsors, funders, and governing body for the purpose of reporting on the program. Partner will not include in that reporting any information that identifies a Founder or a Founder’s company unless that Founder has given Partner written consent for that disclosure.

4.5 Data Compliance

Partner will protect Shared Founder Data and Admin Portal credentials with reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the data, limit access to personnel with a need to know who are bound by confidentiality obligations, and use unique credentials for each Admin Portal user. Each party will promptly notify the other without undue delay, and in any case no later than seventy-two (72) hours, after becoming aware of unauthorized access to or disclosure of Shared Founder Data or Roster Data in its possession or control, and will cooperate reasonably in investigating and remediating it. Notice is not an admission of fault. On reasonable written request, not more than once per year (or at any time after an incident), Partner will confirm in writing that it is complying with this Section and will describe how it stores and uses Shared Founder Data. Theanna may suspend Admin Portal access if it has a reasonable basis to believe Partner is not complying.

V. TERM, RENEWAL, TERMINATION

5.1 Term

The Agreement begins on the Order Form’s effective date and continues for the initial term stated there. Unless the Order Form says otherwise, it renews for successive terms of the same length unless either party gives notice of non-renewal at least thirty (30) days before the term ends.

5.2 Termination, Suspension

Either party may terminate the Agreement on written notice if the other materially breaches it and does not cure within thirty (30) days after notice. On termination or expiry, Partner’s Admin Portal access ends and Partner will delete or de-identify Shared Founder Data within thirty (30) days, other than Aggregate Data and de-identified statistics.

Theanna may suspend Partner’s Admin Portal access (and, for non-payment more than fifteen (15) days overdue, Founder seats funded by Partner) on notice if Partner is in breach or if needed to prevent harm to Founders or the Services. Where practicable and lawful, Theanna will give notice before suspending and restore access promptly once the cause is resolved. Suspending Partner’s access to Shared Founder Data does not affect Founders’ own accounts.

5.3 Founder Continuation

If Partner-sponsored access ends for a Founder (because the Term ends, the Founder leaves the program, or Partner stops paying for the seat), Theanna will notify the Founder and the Founder’s account and content will remain intact for at least thirty (30) days. The Founder may then (a) continue on a free plan, if available, or (b) subscribe to a paid plan at Theanna’s then-standard individual alumni conversion price. Partner’s access to that Founder’s Shared Founder Data ends on the date sponsored access ends. Partner will not be liable for the Founder’s subscription after conversion.

VI. WARRANTIES AND DISCLAIMERS

Each party represents that it has authority to enter into the Agreement and will comply with laws applicable to its performance, including data protection laws applicable to its handling of roster data and Founder data. Theanna warrants that the Services will perform as described in the Order Form. If they do not, Theanna will correct the problem or, if it cannot do so within a reasonable time, credit or refund prepaid fees for the affected period, and that is Partner’s sole remedy for this warranty.

EXCEPT AS STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE DISCLAIMED.

The Services use AI models whose output may be inaccurate, is not legal, financial, tax, or investment advice, and should be reviewed by the Founder.

VII. LIMITATION OF LIABILITY

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS. EACH PARTY’S TOTAL LIABILITY UNDER THE AGREEMENT IS CAPPED AT THE FEES PAID AND PAYABLE IN THE 12 MONTHS BEFORE THE CLAIM (THE “CAP”). FOR CLAIMS ARISING FROM A PARTY’S BREACH OF SECTIONS 2 TO 4, INCLUDING THEANNA’S BREACH OF ITS SECURITY COMMITMENT FOR ROSTER DATA, AND FOR EACH PARTY’S INDEMNITY OBLIGATIONS UNDER SECTION 9, THE CAP IS INSTEAD THE GREATER OF 3x THE CAP. THE CAP DOES NOT LIMIT PARTNER’S OBLIGATION TO PAY FEES OR EITHER PARTY’S LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

If the Cohort has 25 or more Founders, Partner will maintain commercial general liability insurance and, if it stores Founder data in its own systems, cyber insurance of at least $1,000,000 per claim, and will provide a certificate on request.

VIII. INDEMNITY

Theanna will defend Partner against third-party claims that the Services infringe intellectual property rights or arise from Theanna’s breach of its security commitment for roster data, and Partner will defend Theanna against third-party claims (including by a Founder or regulator) arising from Partner’s breach or own acts or omissions in running its program. Each indemnifying party will pay damages and costs finally awarded or agreed in settlement, and the other party must give prompt notice, sole control of the defense and settlement (no settlement admitting fault without consent), and reasonable cooperation. An indemnity does not apply to claims caused by the indemnified party’s own breach or misuse of the Services. If the Services become subject to an infringement claim, Theanna may modify or replace them or end the affected portion and refund prepaid fees for the unused period. Theanna answers to Founders for its own handling of their data under the Terms of Service and Privacy Policy.

IX. PUBLICITY, CHANGE, GENERAL

Each party may use the other’s name and logo to identify the relationship. Each Order Form is governed by the Partner Terms version in effect on its effective date for its initial term. A new version applies on renewal only, on 30 days’ notice, and nothing in a new version may reduce Founder protections. If documents conflict, the Order Form controls for its stated commercial terms, then these Partner Terms; no Order Form exception may reduce Founder protections. The Agreement is governed by the laws of Delaware, and disputes will be brought in, except that either party may seek injunctive relief in any court to protect confidential information or Founder data. Neither party may assign the Agreement without consent, except to an affiliate or a successor in a merger or sale of the business on notice. Each party will protect the other’s non-public business information with reasonable care and use it only for the Agreement.