Terms of Service

The document herein governs the terms and conditions of use of the Plato service and cancels and replaces all previous documents. The general terms and conditions of use are validated by the end user and are therefore binding on the customer upon their first connection. In any event, the use of Plato implies unreserved acceptance of these general terms and conditions of use. Any terms of purchase from the customer are not binding on Plato.

1. Purpose

The purpose of these general terms and conditions of service is to determine the conditions under which you benefit from the service of Plato as described below. The service is provided by the company Birdly, Inc., acting through its CEO Quang Hoang. These general terms and conditions of service bind the customer and any natural person who is given legitimate access to the Plato service, whether as a user or a guest.

You are informed that this service is reserved for the storage and provision of copyright-free data or data for which you hold the rights of reproduction, communication, and making available to the public, subject to exceptions specific to copyright.

Access to and use of Plato is granted to you as a customer, user, or guest. This contract should not be considered as a distribution contract, and you are not authorized to sublicense the access acquired hereunder.

2. Definitions

For the purposes of these terms, the following definitions apply:

- "Customer": refers to the organization (company, community, association, etc.) that has subscribed to the service and generally acts as the data controller/business regarding the documents, videos, and the data they contain.

- "Document": refers to all digital information gathered, recorded, and managed under a single document name on a storage space.

- "Data": refers to all the elements you can file on the storage space, such as digitized documents in a format required by the service.

- "Storage Space": electronic space made available to you by Birdly, Inc. for the remote storage of your data in accordance with the general terms and conditions of use.

- "Guest": a third party authorized to access some of the data present in your storage space.

- "Update": refers to improvements to existing functionality and the addition of new functionality provided by Birdly, Inc. through regular periodic updates.

- "Server": refers to the secure digital infrastructure managed and administered by Birdly, Inc. or its service providers, where end users transfer their hosted content via their Plato access.

- "End User": refers to a natural person, particularly an employee of the customer, who has been granted access to Plato through a unique password associated with an email address.

- "You": collectively refers to the customer and end users.

The term "You" also differentiates between "Mentee" and "Mentor" in the context of the mentoring programs provided by Plato.

The terms "We," "Us," and "Our" refer to the App and/or the Company, as the context requires.

3. Service Description

You confirm the following:

- Having received all the necessary information and documentation

- Having taken into account the technical and functional prerequisites and limits of the Service

- That the Service meets your needs

The service is subject to updates, which you will benefit from automatically. The Service is delivered using a SaaS model (software as a Service).

The Service is provided by Birdly, Inc under the brand name Plato. The Services include basic services aimed at providing "Mentoring as a Service" using cloud-based computing systems, such as the right to schedule and record video meetings and file data on the Storage Space. Optional services may be agreed upon as well.

The recording of video sessions is enabled by default. Recorded video sessions are kept only as proofs to be used in case of allegations of poaching attempts or misbehavior during the sessions. Users can opt-out of the recording of video sessions by contacting their mentoring coach or account manager at Plato. If any user in a session has opted-out of the recording, the video session will not be recorded. Users can request access to the recording of any video session they appear in by contacting their mentoring coach or account manager. All users appearing in the video recording must agree to its disclosure for the request to be honored. Plato's legal teams and attorneys may access the recording of video sessions if there is an allegation of poaching attempt or misbehavior, subject to strict confidentiality agreements and applicable laws.

The Service ensures the traceability of various operations on the Storage Space. The elements of traceability are recorded in an operations log, including identifications, outgoing documents, transmissions, and receptions of Data. Birdly, Inc complies with the legal requirements applicable to the collection of connection data, including the provisions of the General Data Protection Regulations (GDPR) and California Consumer Privacy Act (CCPA).

4. Entry Into Force

The Terms come into force with the acceptance by an End User, whether on behalf of the Customer or not, or from their validation when they first connect to the Plato Service. They remain applicable for the duration of the contractual relations binding the Customer to Birdly, Inc or to its distributor if the Customer has acquired licenses to use Plato through the latter. These Terms also apply as long as you have an account granting you access to the Services.

Provided you comply with these Terms, Plato grants you a non-exclusive, non-transferable, revocable license to access the Services solely for the purpose of enabling you to use them in accordance with these Terms. Any upgrades or replacements to the original Services will be governed by these Terms unless accompanied by a separate license.

Plato reserves the right to review, improve, change, or discontinue the Services or any features, information, materials, or content at any time, with or without notice. If you no longer wish to use the Services following any modifications, you may terminate these Terms.

The use of the App by the Mentee/Mentor is governed by these Terms as well as the Privacy Policy, which may be modified by the Company at its sole discretion. By continuing to access and use the App, you agree to comply with and be bound by these terms and conditions of use and the Privacy Policy. The expiration or termination of either the Terms or the Policy will result in the termination of the other.

The Mentee/Mentor acknowledges that these Terms and the aforementioned Policy constitute a legally binding agreement between them and the Company. The Mentee/Mentor is subject to the rules, guidelines, policies, terms, and conditions applicable to any service provided by the App, which are considered part of these Terms. The Mentee/Mentor's act of visiting any part of the App constitutes their full acceptance of these Terms and the Privacy Policy, without the need for a signature or express act.

5. Transparency

The Plato Service operates with the use of solutions provided by service providers who are partners of Birdly, Inc. If Birdly, Inc uses a provider's solutions, you will be informed by Birdly, Inc.

Acceptance of these General Terms and Conditions of Use implies acceptance of the use of third-party providers. As part of using the Plato Service, you may be required to accept the general terms and conditions of use of the service providers partnered with Birdly, Inc.

Birdly, Inc is free to change third-party providers. If such a change occurs, Birdly, Inc will provide you with advance notice and an opportunity to make remarks or objections.

The Services may require the use of certain third-party products and services ("Third Party Services"). Your use of Third Party Services that are not directly integrated into the Services will be governed by separate terms and conditions, privacy policies, and other applicable policies. Plato may display content from third parties through the Services or provide information about Third Party Services. Your interactions with such third parties and any associated terms, conditions, warranties, or representations are solely between you and the applicable third parties. Plato is not responsible for any loss or damage incurred as a result of such interactions or the presence of third-party information. If you are unable to access or use Third Party Services, your access to the Services may be affected, and your sole remedy is to terminate these Terms.

6. Accessing The Service

Access to the Plato Service is granted by Birdly, Inc, provided you comply with the Terms and represent and warrant that you are at least 18 years old and have not been previously suspended or removed from using the Services.

In some cases, access to the Plato Service is granted through account creation by one of its customers. You will be notified of your access to the Plato Service through a confirmation email containing a means to set a password for access.

To access the Services, you must create an account. You agree to provide accurate, truthful, current, and complete information when creating an account. You are responsible for maintaining and updating your account information, as well as the security of your account and computer. Promptly notify Plato of any security breaches. You are responsible for all activities that occur under your account.

7. Using The Service

The use of the Plato Service is solely your responsibility. Birdly, Inc cannot be held liable for the Data you choose to store, whether or not it includes Personal Data.

You are responsible for the accessibility of the Plato Service, including the security of access codes and the definition of authorization rules for users.

The Plato Service offers various features, and you are solely responsible for activating or deactivating certain features. Birdly, Inc cannot be held responsible for the activation or deactivation of specific features. The range of Plato features may change with updates.

Using the Plato Service does not exempt you from making backups of your Data elsewhere.

7.1 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 or (c) by money transfer. 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 hello@platohq.com.

If Customer fails to make payment in full within seven (7) days from the due date, Customer shall also pay a late fee in an amount equal to one percent (1%) of the current charges per month or the maximum statutory rate under applicable state law, whichever is less. Late payment fees shall accrue from the due date. Customer shall pay all amounts incurred by Plato in connection with the collection of late payments, including, but not limited to, reasonable attorneys' fees and costs. Any dishonored payment will be subject to a $25.00 processing fee or the maximum amount allowed by law.

8. Your Obligations

Prior to accepting these Terms, it is your responsibility to ensure that your computer equipment is adequate for the Service offered.

You must have the following computer and telecommunications hardware in order to access the Service:

- A terminal (computer, smartphone, tablet, etc.) with a broadband internet connection

- A recent generation internet browser, preferably the latest available version, or the Plato mobile application if available, designed for smartphones or tablets

You are responsible for the equipment, cost of telephone communications, and internet access, as well as any necessary authorizations. It is your responsibility to ensure that you are appropriately equipped with computer hardware and electronic communications to access the Website and the Service. You must take appropriate measures to protect your Data stored on, from, or to your computer hardware against any breach or damage. You agree not to hinder the proper functioning of the Website and/or the Service, including transmitting any elements that may contain viruses or cause damage. You acknowledge and understand the risks and limitations of the Internet, including its functional characteristics, technical performance, interruptions, response times, and inherent risks in transferring Data over an open network like the Internet. During the setup of the Service, Birdly, Inc will ask you to provide a personal code for identification purposes. You agree to keep this code confidential and not share it with anyone.

You, as the End User and the Customer, are solely responsible for any consequences resulting from the communication of your personal code to any third party, whether voluntary or accidental. All actions and interactions conducted on the Website or with the Service under your account and/or credentials will be deemed to have been made by you.

You are responsible for ensuring that your Guests comply with the provisions outlined in this Article. Depending on the access granted to your Guests, they may need to identify themselves using a username and password or access links to items in your Plato Storage Space. These login details and access links are confidential. You agree to inform your Guests and release Birdly, Inc from any responsibility related to their use of the login details or access links, whether authorized or unauthorized.

8.1 Restriction On Use Of The Service

You are solely responsible for your conduct and the conduct of anyone who uses the Services on your behalf. You agree not to do, or permit any third party to do, the following:

- Rent, lease, lend, sell, sublicense, or create derivative works of the Services

- Distribute the Services or make them available over a network where they can be used by multiple devices simultaneously

- Modify, disclose, decompile, reverse engineer, disassemble, or attempt to derive the source code or algorithms of the Services, except as 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 a manner that could interfere with, disrupt, or negatively affect other users' enjoyment of the Services or damage the functioning of the Services

- Use the Services for any illegal or unauthorized purpose or engage in activities that violate 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 material or material that violates the rights of Plato or any third party

- Impersonate or misrepresent your affiliation with a person or entity while using the Services

- Build a competitive product or service or copy features or functions of the Services

- Disclose performance information or analysis relating to the Services to third parties

- Access or attempt to access the Service or its content through any means other than the provided interface, or use automated processes to access, copy, or monitor the Services

- Engage in abusive, harassing, threatening, defamatory, or illegal activities, or violate the legal rights of others while using the Services

- Publish, post, disseminate, or transmit false, misleading, harmful, obscene, or unlawful information, or engage in activities relating to money laundering or any other unlawful conduct

- Allow any third party to engage in any of the above-mentioned activities

8.2 Program Rules

By participating in Plato mentoring sessions ("Sessions"), you agree to abide by the following Session Rules:

8.2.1 Confidentiality

Plato values trust and confidence. You agree to maintain the confidentiality of any Confidential Information (as defined below) obtained through the use of the Services or participation in any Session. You shall not disclose Confidential Information to any third party without explicit consent from the person who disclosed it to you. "Confidential Information" refers to any information and material marked as confidential, identified as confidential, or reasonably considered confidential based on the circumstances and nature of the disclosure.

8.2.2 Recruitment

You agree not to directly or indirectly solicit, recruit, or hire other Session participants, regardless of whether you participate as a Mentor, Mentee, or in any other category or role.

8.2.3 Good Behavior

The Service allows Mentors or Mentees to post or upload data to each other or the larger community. It is your responsibility as a Mentor or Mentee to ensure that such material is not offensive or objectionable and complies with applicable laws. Any material deemed objectionable or offensive may be immediately removed from the Service without notice, and your access to the Service may be permanently revoked at Plato's sole discretion.

8.2.4 Mentors' Obligations and Commitments

As a Mentor, you have specific obligations and commitments. Some of these may be outlined in various documents that you may need to agree to and sign, such as a Plato Mentorship Commitment Document.

9. Our Obligations

9.1 Hosting

We employ reasonable technical measures to ensure secure hosting of the storage servers and the Data they contain, protecting against malicious intrusions such as hacking and data theft.

Please note that the Service does not contractually integrate or provide any identification or protection against viruses. We strongly advise you to install antivirus software on your computer capable of identifying and eliminating infected files. Birdly, Inc shall not be held responsible for any consequences resulting from downloading virus-infected files from a Plato Storage Space.

9.2 Recovery and Retrieval of Data

Birdly, Inc employs all reasonable means to ensure the recovery of Data stored on your Storage Space onto your computer hardware or any other compatible device as soon as possible, subject to the normal operation of the Internet network and the absence of service interruptions required for maintenance, repair, or upgrade operations.

Birdly, Inc considers its recovery commitment fulfilled when all referenced Documents from the previous paragraph are made available to you on the Internet. This principle aligns with the reversibility of the service.

Upon request, Data may be fully restored to you as a Customer, under the following technical and financial terms:

• The Data will be restored in a common computer format, such as CSV files, ZIP archives, mp4 videos, etc.
• The restored Data will be accessible to you via an internet connection. Birdly, Inc reserves the right to charge for the time spent by its staff in setting up this recovery process, particularly if you request restoration on physical media such as DVD-ROM or USB storage. The associated costs include the computer support required for transferring the Data and the expenses for sending this support via Registered Letter with Acknowledgement of Receipt.

To initiate the recovery of your data, please contact Birdly, Inc and open a support ticket.

9.3 Data Transfer

Birdly, Inc employs all reasonable means to ensure the transfer of Your Data, subject to the normal operation of the Internet network and the absence of service interruptions required for maintenance, repair, or upgrade operations. Transferred Data is always encrypted.

9.4 Data Confidentiality

Within the scope of a Service that includes storage and Data provision, Birdly, Inc implements all reasonable technical measures to ensure and respect the strictest confidentiality regarding the existence and content of files, Documents, and Data stored through the Service, in accordance with applicable legal provisions.

Additional information about Birdly, Inc's privacy policy and data confidentiality resources, particularly regarding data stored within Plato, can be found on its websites.

9.5 Optional Offers

Birdly, Inc may provide other optional value-added services, which may be offered by third parties. The terms and conditions of these third-party services may apply in addition to these provisions.

10. Responsibility

10.1 End User Commitments

As a user of the Service, you agree to use it on your own behalf or on behalf of the Customer who subscribed to the Service and under whose responsibility your access was created. You agree to use the Service in accordance with its instructions or within the framework of the tasks entrusted to you, as outlined in the "Your Obligations" clause above. Your responsibility prevails over the responsibility of the Customer concerning Birdly, Inc. The Customer may take action against you for any breach or violation of these General Terms and Conditions.

10.2 Plato's Responsibility and Liability

Plato's service is provided "as is" without any warranty, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. You assume all risks associated with its use. Plato does not provide any express guarantees, warranties, or conditions. Plato shall not be liable and accepts no penalty in connection with the service it provides, has provided, or will provide. To the maximum extent permitted by applicable laws, Plato excludes all implied warranties, penalties, and liability, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

This limitation applies to all aspects related to Plato services, content (including code), or third-party applications, as well as claims for breach of contract, warranty, guarantee, or condition; strict liability; negligence; or any other claim, to the extent permitted by applicable law. This limitation also applies even if Plato knew or should have known about the possibility of damages. However, this limitation or exclusion may not apply to you if your state, province, or country does not allow the exclusion or limitation of incidental, consequential, or other damages. In such a case, Plato's liability is limited to the amount paid for your access to Plato's service during the past three (3) months.

11. Obligations Related to Data

As a Data Processor and Data Controller, Birdly, Inc undertakes to protect Your Data using industry best practices.

11.1 Response to Special Requirements

Birdly, Inc makes no warranty regarding the ability of the Website and/or the Service to meet your specific expectations or needs. Additionally, Birdly, Inc cannot guarantee the absence of errors or other operational or usage problems during the use of the Website and/or the Service.

Birdly, Inc does not guarantee that the results and information obtained will be error-free or defect-free. The provision of the Service by Birdly, Inc is subject to an obligation of reasonable effort.

Birdly, Inc shall not be liable for any damages, including financial or commercial damages, loss of customers, commercial disruption, loss of profit, loss of brand image, or loss of computer programs incurred by you as a result of the non-performance of these Terms. Such damages are considered indirect damages under these Terms.

Birdly, Inc's liability shall not exceed the last three (3) months of invoicing related to the specific service for which a claim is made, regardless of whether the amounts were paid directly to Birdly, Inc or through a distributor.

Birdly, Inc shall not be responsible for delays, alterations, or other errors that may occur in the transmission of items through the Services, resulting from the use of networks or your own failure. Birdly, Inc is not responsible for the unavailability of networks (software or hardware) that are not under its direct control, nor for any modifications, suspensions, or interruptions in the distribution of the Service, nor for the continuity, durability, conformity, compatibility, or performance of these networks or the absence of bugs.

You acknowledge and agree that the Internet or any other network used for the transmission of stored Data may be subject to saturation or data diversion. Consequently, you release Birdly, Inc from any responsibility in this regard.

Birdly, Inc shall not be held liable for any interference by third parties in the communication and transmission systems used by you or for malfunctions or service disruptions resulting from your negligence, faults, or acts by third parties.

Birdly, Inc cannot be held responsible for any failures in receiving Data and/or invitation messages sent through the Services, as such failures may be due to filtering and/or blocking techniques implemented by technical intermediaries, such as access providers. If you encounter such failures, please contact your Internet Service Provider.

In any event, Birdly, Inc's liability is limited to the amounts invoiced for the relevant service during the last three (3) months, whether those amounts were paid directly to Birdly, Inc or through a distributor.

11.2 Data Integrity

When recovering or downloading Data and/or Documents, it is your responsibility to test and verify that they comply with the alleged deposited files and integrate correctly with the original computer applications or similar ones.

If you notice any anomaly within 24 hours of receiving the Data, please report it to hello@platohq.com, providing your name and email.

11.3 Ownership of Data

The Data stored on the servers used to provide the Services remains your full and exclusive property.

Birdly, Inc cannot be held responsible for the distribution or presence of fraudulently obtained and/or prohibited Data in your Storage Space or its recovery on your computer terminal.

You are solely responsible for deciding whether to save, keep, share, send, or destroy these files, and you assume full responsibility for these choices.

Birdly, Inc informs you that it is obligated to collaborate with any duly authorized judicial authority for the storage, control, or elimination of Data stored on its servers.

Birdly, Inc cannot be held responsible for defects and/or interruptions in the Service in cases of force majeure.

11.4 Downloads and Cookies

As part of the Service provision, you may be offered the option to download software(s) that facilitate the use of the Service. By using this software as part of the Service, you agree to comply with these Terms. Please note that any computer program suggested for download by Birdly, Inc within the scope of the Service remains the property of its respective owners or rights holders. Birdly, Inc also reserves the exclusive right to intervene in this software for maintenance and interoperability purposes with other programs or hardware.

In order to allow you to connect to the Service, it may be necessary to place cookies on your terminal. Cookies are stored in the local storage space of your terminal. You have the option to refuse certain cookies by modifying your browser settings. However, refusing certain cookies may prevent you from accessing all the functionalities of the Service.

The use of cookies and trackers is described in Plato's Cookies Policy document.

11.5 Limitations and Changes

By subscribing to the Service, you acknowledge that you have received complete information about the Service, including online, and that you have subscribed with full knowledge of the facts.

Birdly, Inc cannot be held responsible for any alleged inadequacy of the Service to your needs. Birdly, Inc also reserves the right to:

- Implement technical barriers to limit the number, type, and/or size of the exchanged Data and/or the number of Guests, in order to prevent abuse or misuse of the Service. You will be notified by email of any technical limitations imposed on your use of the Online Service.

11.6 End Users' Responsibility for Data

You are solely responsible for the Data you wish to store on the Storage Space. Therefore, you are responsible for any damages that may arise from the communication of Data, including errors, incompleteness, or violations of regulations.

You are responsible for any damages caused to Birdly, Inc. In the event of a request, claim, or conviction, particularly for damages resulting from non-compliance with your obligations or from damage caused to others or to Birdly, Inc by the Data you have stored or disseminated using the Service, you agree to indemnify Birdly, Inc.

You guarantee Birdly, Inc against any complaints, claims, or demands from third parties alleging a violation of their rights resulting from your use of the Service.

You acknowledge that any use of the Service with your identification elements is presumed to have been made by you and will be charged to you. You bear the responsibility of providing evidence to the contrary.

12. Service Interruption

You are hereby informed and accept that the Service, or parts thereof, may be temporarily interrupted for repair, upgrade, or maintenance purposes. Birdly, Inc cannot be held responsible for the consequences resulting from any Service interruption due to maintenance or upgrade operations. Birdly, Inc will make every effort to restore the Service as soon as possible. Whenever possible, Birdly, Inc will inform you in advance of any foreseeable interruption exceeding 24 hours.

Birdly, Inc is entitled to interrupt the Service in the following cases:

- In the event of a violation of these Terms, or any misuse of the Service functionalities, Birdly, Inc may terminate the Service automatically by simple email, without any compensation being due. In such case, your Data will be permanently deleted from Birdly, Inc's servers within 30 days, and you will have no claim for damages.

- In the event that Birdly, Inc is informed of the use of the Service for the purposes of storage or dissemination of Data contrary to applicable laws and regulations, in particular of the State or Country from which You access the Service, Birdly, Inc will be entitled to immediately discontinue the Service without notice. You will then be informed by email. Your Data will then be definitively deleted from the servers of Birdly, Inc within 30 days without You being able to claim any damage in this respect.

13. Support and Assistance

As part of the Service, Birdly, Inc may provide technical support to End Users. Depending on the existing contract between the Customer and Birdly, technical support may be free of charge or billable.

14. Intellectual Property

Birdly, Inc is the sole owner of the software created by it and required for the operation of the Service and all related documentation.

Intellectual property rights, in particular of use and exploitation, relating to other elements of the Service may have been acquired by Birdly, Inc or conferred to Birdly, Inc, in particular the rights to use and exploit “open source” software elements.

Birdly, Inc grants You a right to use the software whose use is strictly limited to the proper functioning of the Service. This right of use cannot be detached from this Service. Birdly, Inc reserves the exclusive right to carry out any intervention on this software both for maintenance and for interoperability with any other program or hardware.

15. External Links and Services

15.1 External Services

Plato’s app and services use some services provided by third parties, especially:

- Calendly (www.calendly.com) to schedule meetings and sessions - Zoom (www.zoom.us) to provide online video conferencing and recording - Dropbox (www.dropbox.com) to store the recorded of videos - Typeform (www.typeform.com) to provide online forms management - Youtube (www.youtube.com) to provide online videos - Spotify (www.spotify.com), Apple (podcast.apple.com), Buzzsprout (www.buzzsprout.com) to provide embedded online audio (podcasts)

When accessing an external service, whether through Plato’s site or application or directly, the user is bound to said service terms. The user may, for instance, have to accept or configure this external service cookies, accept this service’s Terms of Use, Terms of Services and Privacy Policy etc., in order to use the service.

15.2 External Links

Some links on Plato’s website point to documents and sites which are not located within the platohq.com internet domain and, therefore, are not managed or controlled by Birdly, Inc.

Some of these links are included to point the reader to other possibly relevant resources.

A link to a document or site other than those included within the platohq.com domain does not necessarily imply that Birdly, Inc :

- endorses the organization(s) or person(s) providing them, - agrees with the ideas expressed, or - attests to the correctness, factuality, appropriateness, or legality of the contents.

16. Force Majeure

Birdly, Inc cannot be held responsible for the partial or total non-fulfillment of its obligations or any delay in the execution of the latter, if this non-performance or delay was caused by the occurrence of unforeseeable, reasonably irresistible and external events.

Is expressly considered as force majeure or fortuitous event, in addition to those usually accepted by the jurisprudence, the following cases: total or partial strike, lockout, riot, civil disturbance, insurrection, civil or foreign war, nuclear risk, embargo, confiscation, capture or destruction by any public authority, bad weather, epidemic, blocking of means of transport or supply for any reason whatsoever, earthquake, fire, storm, flood, water damage, government or legal restrictions, legal or regulatory changes to forms of marketing, blocking of electronic communications, including electronic communications networks, machine shutdown or incident, one or more computer viruses, attack by one or more hackers, and all cases not predictable by Birdly, Inc, calling into question the norms and standards of its profession and any other case beyond the control of the Parties preventing the normal execution of the obligations arising from this Contract.

Birdly, Inc will inform the Customer of any delay resulting from a case of force majeure and will take all measures to try to remedy it.

If the delay caused by force majeure exceeds ninety (90) calendar days, each party may terminate this Agreement.

Payment will remain due for the obligations already fulfilled and the Parties will settle their accounts accordingly, without being able to claim any compensation of any kind whatsoever.

17. Protection Of Personal Data

The contractual terms governing the processing of Personal Data by Birdly, Inc, are described in our Data Protection Agreement (DPA), which is available here and which is incorporated by reference to these Terms. Should you require a signed version of this DPA, please contact us by e-mail at dpo@platohq.com.

Details about the processing of personal data and the protection related to said processing are available in our Privacy Policy.

17.1 Birdly, Inc As Business/Data Controller

Under these terms, it is agreed that Birdly, Inc processes the personal data of its contacts with the Customer as business / data controller within the meaning of the applicable regulations (in particular CCPA and GDPR). Birdly, Inc is to be considered a business / data controller when it processes Personal Data of users of its services whose account has been created on their own behalf as natural persons (hereafter Individual Users), for instance mentors that have created an account as individuals. Birdly, Inc also processes certain data regarding Users: login credentials and logs for accessing the Service. As such, Birdly, Inc undertakes vis-à-vis the Customer and/ or the End Users to scrupulously apply the provisions of the applicable regulations on personal data and to guarantee the Customer and / or the End Users against any recourse exercised by a natural person with regard to personal data.

17.2 Birdly, Inc As A Service Provider/Data Processor

Under these terms, it is agreed that Birdly, Inc, when it performs Plato Services, including hosting activities and the content stored there, to process the personal data of users whose account has been created on the behalf of a customer which is not an individual, acts as a service provider/data processor, the Customer being the data controller / the business within the meaning of the aforementioned applicable regulations. In other words, Birdly, Inc is a processor when it processes the personal data of users whose access to Plato services has been created on the behalf of a Customer (hereafter Corporate Users).

It is up to You to identify precisely the processing to which we may have access. For more details on the nature of the operations carried out, the purposes of the processing, the data and the persons concerned, reference is made to our service contract or our general/specific conditions.

Under the applicable regulations, we are obliged to inform You immediately if any of your instructions appear to us to constitute a violation of the regulations on personal data. We will not be required to comply with such instructions.

As a service provider/data processor, we are committed to:

• - access and process Your personal data in accordance with Your instructions and/or the instructions of the Customer that created Your access to Plato;
• - access and process your data only for the services defined between us;
• - send You without delay any request from a consumer/data subject concerned by a processing executed on Your behalf which would have been submitted to us directly so that you can respond to her/him in good time.

In order to comply with the obligations of the privacy laws, we have notified our staff of a set of rules intended for the protection of personal data and are implementing regular awareness-raising measures.

As a business/data controller, it is Your responsibility to communicate to us by any means necessary the instructions that we must follow in the context of access to and, where appropriate, the use of Your Data.

The instructions provided may not in any case have the purpose or effect of modifying the service to which you have subscribed.

You further agree:

• - to comply with the applicable regulations with regard to personal information/data in your capacity as business/data controller and to act as guarantor for any lawsuit or conviction relating to Your use of the Services including Data in Your Storage Space;
• - to guarantee that the data which we access or which we process on your behalf are yours or failing this that you have all the necessary authorizations;
• - to inform us of any development relating to Your data processing which could have an impact on the implementation and compliance with the Terms herein;
• - to provide us, if you have designated one, with the contact details of your DPO or GDPR referent;
• - to provide us as necessary with the information necessary for keeping our data processing record as a service provider/data processor.

Each Party implements the appropriate technical and organizational measures to secure and protect the processing of personal information/data. We therefore offer you a range of technical and functional solutions, but you are the only decision maker on whether or not to implement these measures. It is up to you to assess your risks and how to deal with them.

You must constantly make sure that the user profiles are correctly configured. Likewise, all authentication codes must be set and changed regularly. As such, you should not keep the default, manufacturer, or operator codes. You must pay particular attention to your mobile device fleet.

If we identify a violation of Your Data within our services, we undertake to notify You without delay so that you can notify the appropriate data subjects or authorities by yourself. We undertake to communicate to You all the information necessary to comply with this notification obligation. In the event of a breach of personal data on Your own equipment, You are required to notify us without delay if this breach is likely to affect the provision of our service.

You authorize us to use our own service providers/data processors (“subsequent processors” within the meaning of the GDPR). We guarantee that the data processors that we choose provide themselves all the appropriate guarantees with regard to the protection of personal information/data.

We reserve the right to carry out, as part of our services, cross-border data flows, but we guarantee You compliance by the designated local entity, whether it is a subsidiary of our company or a third-party provider, for the respect of privacy laws.

At the end of the contract and no later than the last day of the contract, it is up to You to indicate to us whether we should delete or restore the personal data to You. Once the data has been deleted or restored, we do not keep a copy of it and will therefore not be able to send you a new copy of the data.

We undertake to inform each other of any authority’s control concerning us, in particular relating in whole or in part to Your Data, and will take, if necessary, the measures necessary to answer the questions asked by said authority.

You can audit our compliance with the obligations defined herein once a year. Unless there is a proven data breach, this audit is carried out by means of a compliance questionnaire that you will send us on the anniversary of our contract. In the event of a data breach, this audit may be carried out in the form of an on-site inspection, the conditions of which will be defined by mutual agreement.

Depending on the thresholds defined by the applicable data privacy laws, each Party may be required, as far as it is concerned, to keep a record of processing activities. Each Party undertakes to communicate to the other, on first request, all the information necessary for the maintenance of said record.

In accordance with applicable laws, our responsibility as a service provider/data processor can only be engaged in the following limiting cases:

• - we have not complied with the obligations provided for by the applicable law which are our specific responsibility as service provider/data processor or;
• - we have acted outside of Your documented instructions or;
• - we acted contrary to Your written instructions.

In all cases, the compensation for damage and the compensation caps are those defined in our service contract or our general/specific conditions.

In the event of regulatory changes or recommendations from the appropriate authorities, we reserve the right to modify the Agreement herein. Any new version of the Agreement herein will be notified to You before its entry into force.

In addition, You are informed that the details of the data use policy of Birdly, Inc as well as other resources relating to the confidentiality of the data, notably contained in the Documents that You upload in Plato, are available on its websites

17.3 Birdly, Inc And The Customer As Joint Controllers

When the use of the Plato services implies the processing of personal data related to Individual Users as well as those related to Corporate Users, for instance when a mentoring session implies an Individual User as the mentor and one or several Corporate Users as mentees, Birdly, Inc and the Customer are deemed being Joint Controllers. In such case, Birdly, Inc’s responsibilities and obligations are those applicable to it as a Controller for the processing of Personal Data related to Individual Users and the Customer’s responsibilities and obligations are those applicable to it as a Controller for the processing of the Personal Data related to Corporate Users.

18. Miscellaneous Provisions

Non-waiver: The fact that one of the Parties does not take advantage of a breach by the other Party of any of the obligations referred to herein cannot be interpreted, for the future, as a waiver of the obligation in question.

Independence of the Parties: The Parties acknowledge that they each act on their own account as independent parties from each other. These general terms and conditions do not constitute an association, a franchise or a mandate given by one of the Parties to the other Party. Neither Party may make an undertaking in the name and on behalf of the other Party. In addition, each of the Parties remains solely responsible for its actions, allegations, commitments, services, products and personnel, no active or passive solidarity may be retained between them, which the Parties expressly accept.

Agreement in relation to proof: Documents in electronic form exchanged between the parties will be evidence, provided that the person from whom they originate can be duly identified and that they are established and kept under reasonable conditions to guarantee their integrity, accuracy, reliability, durability and longevity.

Address for service: For the purpose of execution of the agreement herein and except for special provisions, the Parties agree to send all correspondence to their respective registered offices. Any change of address must be reported to the other party by registered letter with acknowledgment of receipt.

Commercial references: each Party may cite the name of the other as a commercial reference in accordance with commercial usage, in particular on their respective websites.

Headings: The headings of each section in these Terms are only for the purpose of organizing the various provisions under these Terms in an orderly manner, and shall not be used by either Party to interpret the provisions contained herein in any manner. Further, it is specifically agreed to by the Parties that the headings shall have no legal or contractual value.

Nullity: If one or more stipulations of the agreement herein are held to be invalid or declared as such pursuant to a law, a regulation or following a final decision judged by a competent court, the other stipulations will keep their full force and scope. If any provision of these General Terms and Conditions or related clauses and conditions, in particular mentioned in the appendix, turns out to be invalid, the remaining provisions of these General Terms and Conditions and clauses and conditions remain fully applicable. Insofar as such an invalid provision can be interpreted in such a way that it is valid, that provision must then be interpreted as such.

19. Governing Law And Disputes

The Parties expressly agree that this Contract is subject to California law. Any dispute relating to the interpretation and/or execution of this Agreement must, first of all and as far as possible, be settled by means of amicable negotiations between the Parties.

IN THE ABSENCE OF AN AMICABLE AGREEMENT BETWEEN THE PARTIES WITHIN ONE (1) MONTH FROM THE DATE OF FIRST PRESENTATION OF THE REGISTERED LETTER WITH ACKNOWLEDGMENT OF RECEIPT NOTIFYING THE DIFFICULTY IN QUESTION, ANY DISPUTE MUST BE SUBMITTED TO THE COMPETENT COURTS OF SAN FRANCISCO, CA, USA, NOTWITHSTANDING PLURALITY OF DEFENDANTS AND THIRD PARTIES, INCLUDING EMERGENCY PROCEDURES AND PROTECTIVE PROCEDURES, ON REFERRAL OR ON REQUEST.