These Terms of Service (these "Terms") apply to the services (the "Services") provided by Birdly, Inc. ("Plato", "Birdly," "our," or "we") via https://www.platohq.com (the "Site").BY REGISTERING TO USE OR ACCESS THE SERVICES AND CHECKING THE BOX TO AGREE TO THESE TERMS OF SERVICE OR OTHERWISE USING OR ACCESSING THE SITE AND/OR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU HAVE READ THESE TERMS; (B) YOU UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THESE TERMS; AND (C) YOU AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS.Plato reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of Plato) at any time and in its sole discretion. If Plato makes changes to these Terms, we will provide notice of such changes, such as by sending you a notification, by providing notice through the Services, and/or by updating the "Last Updated" date at the top of these Terms and posting the revised Terms to our Services. Your continued use of any of the Services will constitute your acceptance of such changes or modifications. Therefore, you should review these Terms whenever you access the Services to make sure that you understand the terms and conditions that will apply to your use of the Services.For purposes of these Terms, "Plato" refers to Plato and Plato’s investors, directors, officers, employees, agents, representatives, and assigns.

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1. ELIGIBILITY

‍You represent and warrant that you (a) are at least 18 years of age, (b) have not been previously suspended or removed from using the Services.

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2. ACCOUNT

‍To access certain areas and features within the Services, you must create an account. You agree to (a) provide accurate, truthful, current and complete information when creating an account; (b) maintain and promptly update your account information; (c) maintain the security of your account by not sharing your password with others and restricting access to your account and your computer; (d) promptly notify Plato if you discover or otherwise suspect any security breaches related to the Site; and (e) take responsibility for all activities that occur under your account and accept all risks of unauthorized access.

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3. PRIVACY

‍Please see Plato’s privacy policy for information about how Plato collects, uses and discloses information about users of the Services.

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4. SERVICES

‍Access to Services. On the condition that you comply with these Terms, Plato hereby grants you a non-exclusive, non-transferable, revocable license to access the Services (including any Plato Material therein) solely for the purpose of enabling you to use the Services in the manner permitted by these Terms. If Plato, in its sole discretion, elects to provide any upgrade that replaces or supplements the original Services, this license will govern any such upgrade unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.Modification of the Services. Plato may review, improve, change, or discontinue (temporarily or permanently) the Services or any features, information, materials, or content on the Services at any time, with or without notice to you. If you no longer wish to use the Services following any such modifications, you may terminate these Terms.Third Party Services. The Services require the use of certain third party products and services ("Third Party Services") identified on the Site. Use of any Third Party Services is at your sole risk and will be governed by separate terms and conditions, separate privacy policies relating to usage of data you may share through the Third Party Services in the course of using the Services, other applicable policies, and may include separate fees and charges. Plato may display content from third parties through the Services or may provide information about or links to Third Party Services. Your interactions with any such third parties, and any terms, conditions, warranties, or representations associated with such interactions, are solely between you and the applicable third parties. Plato is not responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such third-party information made available through the Services. If you are not able to access or use the Third Party Services for any reason, you will not be able to use the Services, and your sole remedy will be to terminate these Terms.

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5. FEES AND PAYMENT TERMS

‍Plato provides an annual subscription for access to its Services (each month period, a "Subscription Period") at the prices set forth on the Services, paid in advance of the beginning of each applicable Subscription Period. If the applicable fees are not paid prior to the beginning of the Subscription Period, your access to the Services will be terminated until you pay the applicable fees. Plato, at its sole discretion, may modify its pricing during any Subscription Period and such pricing changes will be effective as of the directly subsequent Subscription Period. All payments must be made: (a) in U.S. Dollars and (b) by credit/debit card via an authorized Plato payment processor. You hereby: (i) authorize Plato (or its authorized payment processor) to charge the credit/debit card number provided to Plato; and (ii) represent and warrant that you are authorized to use and have fees charged to the credit/debit card number provided to Plato. You may withdraw such authorization by utilizing the cancellation mechanism provided via the Services, or, if no mechanism is available via the Services, emailing us at team@platohq.com.

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6. RESTRICTIONS ON USE OF SERVICE

‍You are solely responsible for your conduct (and the conduct of anyone who uses the Services on your behalf) with respect to the Services, which you use at your own risk. Except as expressly permitted in writing by Plato, you will not do, and will not permit any third party to do, any of the following:

• rent, lease, lend, sell, sublicense, or create derivative works of the Services;
• distribute the Services or make the Services available over a network where it could be used by multiple devices at the same time;
• modify, disclose, decompile, reverse engineer, disassemble, attempt to derive the source code, underlying ideas, or algorithms of the Services or any part of the Services, except to the extent required by applicable law;
• remove, alter, or obscure any copyright, trademark, or other proprietary rights notice or labels on or in the Services;
• use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit Plato’s other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services;
• use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms;
• attempt to gain unauthorized access to the Services or their related systems or networks; • use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the rights of Plato or any third party;
• impersonate or use the Services by misrepresenting your affiliation with a person or entity;
• build a competitive product or service, or copy any features or functions of the Services;
• disclose to any third party any performance information or analysis relating to the Services; or
• cause or permit any third party to do any of the foregoing.

7. PROGRAM RULES

By participating in a Plato mentoring sessions ("Sessions"), you agree to the following Session Rules:Confidentiality. Plato is rooted in trust and confidence. You agree that you will hold in confidence and shall not disclose to any third party any Confidential Information (as defined below) you obtain as a result of using any of the Services or engaging in any Session. In addition, you agree that you shall not use Confidential Information for your own benefit or the benefit of a third party without the explicit consent of the person who disclosed such Confidential Information to you. "Confidential Information" means any and all information and material that is marked as confidential, is identified as confidential, or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.Recruitment. You agree that you will not, directly or indirectly, solicit, recruit or hire other Session participants.