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Last Revised: 05/01/2017
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.
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.
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.
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.
Plato provides a monthly 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 firstname.lastname@example.org.
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:
If you violate (or are alleged to have violated) any of the foregoing restrictions, your license to use of the Services will immediately and automatically terminate, and you may have infringed the rights of Plato, which may subject you to prosecution and damages.
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.
In using the Services, including in any video chat or one-on-one interaction with other users or our experienced managers ("Mentors"), regardless of whether you believe you have been prompted by the Services, Mentors, or other users to do any of the following, you may not upload, use, create, transmit, store, display, distribute, share or otherwise make available any content, descriptions, or information that:
Plato reserves the right, but is not obligated, to investigate any violation of this Section 8 or misuse of the Services or the Site. Enforcement of this Section 8 is solely at Plato’s discretion, and failure to enforce this Policy in some instances does not constitute a waiver of Plato’s right to enforce this Section 8 in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Services or the Site will be free from conduct or content that violates this Section 8. Plato may, in its sole discretion, remove or disable access to any content for any reason or for no reason, including if Plato believes that such content violates these Terms or any other agreement we have with you for use of the Services or the Site.
Plato reserves all rights not expressly granted in these Terms. Except for the license expressly stated in these Terms, you are not granted any rights in or to the Services by implication, estoppel, or other legal theory, and all rights in and to the Services not expressly granted in these Terms are hereby reserved and retained by Plato. Plato reserves all right, title, and interest to and in all information, materials, and content (including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms, and other content) (collectively "Plato Material"). Plato Material includes any information, videos, or images delivered by Plato via a Third Party Service in the course of providing the Services. Plato Material is confidential, and you may not disclose Plato Material that you have received in the course of the Services or otherwise. Plato Material is protected in all forms, media, and technologies now known or later developed.
Plato will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas, or other information or materials that you provide regarding Plato or the Services, whether by email, posting through the Services, or otherwise ("Feedback"). Any Feedback you submit is non-confidential and will become the sole property of Plato. Plato will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Do not send Feedback to Plato if you expect to be paid or want to continue to own or claim rights in your Feedback. Plato also has the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. Further, you agree not to submit any Feedback that is defamatory, illegal, offensive, or otherwise violates any right of any third party, or breaches any agreement between you and any third party.
You are granted a limited, non-exclusive right to create a text hyperlink to the services, provided such link does not portray us or the Services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use any company marks or other proprietary graphic of company to link to the services without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any company trademark, logo or other proprietary information, including the Plato Materials, the content of any text or the layout/design of any page or form on the services without our express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or other proprietary right of Plato or any third party.
Plato may suspend your license to access or use the Services or terminate these Terms at at any time, with or without cause, immediately upon notice to you. You may terminate these Terms by cancelling your account through the Services. Plato reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Services during suspension or after termination, including by creation of a different account. Plato may recover its reasonable attorneys’ fees and court costs from you for such actions. These Terms will remain enforceable against you while your license to access or use the Services is suspended.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Plato DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS, THE SERVICES, THE Plato MATERIAL, AND THIRD PARTY TRADEMARKS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, NON-INFRINGEMENT AND CONDITION OF TITLE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Plato DOES NOT WARRANT, AND DISCLAIMS ALL LIABILITY FOR (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICE OR ANY Plato MATERIAL; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE OR ANY Plato MATERIAL; (C) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY COMMUNICATIONS MAINTAINED BY THE SERVICE; (D) WHETHER THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND (E) THE CONTENT AND NATURE OF ANY INFORMATION OR ADVICE YOU RECEIVE FROM Mentors VIA THE SERVICES. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR YOUR USE OF ANY INFORMATION OR ADVICE RECEIVED IN THE COURSE OF USING THE SERVICES FROM Plato AND/OR ITS Mentors. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Plato OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.
THE CONTENT AND/OR INFORMATION PROVIDED VIA THE SERVICES AND OUR Mentors DO NOT CONTAIN OR CONSTITUTE AND SHOULD NOT BE INTERPRETED AS THERAPY OR AS MEDICAL ADVICE, MEDICAL OPINIONS OR MEDICAL SERVICES, AND THERE IS NO DOCTOR-PATIENT RELATIONSHIP OR THERAPIST-PATIENT RELATIONSHIP BETWEEN Plato AND YOU OR OUR Mentors AND YOU. NEITHER Plato NOR OUR Mentors PROVIDE MEDICAL SERVICES OR RENDER MEDICAL ADVICE TO YOU. THE SERVICES ARE NOT A SUBSTITUTE FOR THE ADVICE OF A MEDICAL PROFESSIONAL OR THERAPIST, AND THE INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES OR FROM OUR Mentors SHOULD NOT BE RELIED UPON WHEN MAKING MEDICAL DECISIONS, OR TO DIAGNOSE OR TREAT A MEDICAL OR HEALTH CONDITION. Plato AND ITS Mentors DO NOT DIAGNOSE OR IDENTIFY ILLNESSES OR CONDITIONS, AND NO STATEMENT FROM Plato OR ITS Mentors SHOULD BE CONSTRUED AS A DIAGNOSIS OR AS CONFIRMATION THAT YOU DO NOT HAVE ANY PARTICULAR MEDICAL CONDITION. IF YOU REQUIRE MEDICAL ADVICE, MEDICAL SERVICES, OR THERAPY, YOU SHOULD CONSULT A MEDICAL PROFESSIONAL DIRECTLY AND NOT THROUGH Plato.
At your sole expense, you will defend, indemnify and hold Plato and its Mentors harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of or resulting from (a) your use of the Services or the use of the Services by a third party accessing your account, including any infringement of rights of third parties, or (b) your breach of these Terms.
IN NO EVENT WILL Plato OR ITS Mentors BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THESE TERMS OR THE Plato IP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED, OR EMOTIONAL DISTRESS), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), EVEN IF Plato HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
FURTHER, IN NO EVENT WILL Plato OR ITS Mentors’ TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF US$100 OR THE AMOUNT YOU PAID TO Plato DURING THE SUBSCRIPTION PERIOD WITHIN WHICH THE DAMAGES AROSE.
PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE THEY REQUIRE YOU AND Plato TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF.
You and Plato will arbitrate any dispute, claim, or controversy arising from or related to these Terms or the Services, except that you nor Plato is required to arbitrate any dispute in which either party seeks equitable and/or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade names, or patents. ARBITRATION PREVENTS YOU AND Plato FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. Arbitration will be conducted confidentially in San Francisco, California, by a single arbitrator in accordance with the rules of JAMS (or its successor). Except as expressly provided in these Terms, the arbitrator has the authority to grant any remedy that would otherwise be available in court. The arbitrator will render a written opinion including findings of fact and law, and the award and determination of the arbitrator will bind the parties and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The parties will equally share the expenses of the arbitration unless the arbitrator determines to apportion fees and expenses differently. To the fullest extent permitted by applicable law, WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, NO ARBITRATION OR CLAIM UNDER THESE TERMS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NEITHER YOU NOR Plato WILL COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
Governing Law and Dispute Resolution. These Terms will be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions. The state and federal courts located in San Francisco County, California, will have exclusive jurisdiction over any suit in connection with the Services or these Terms that is not subject to arbitration, and you and Plato hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts. These Terms and your access to or use of the Services will be governed by, construed in accordance with, and enforced under the laws of the State of California without resort to its conflict of law provisions. If a party initiates any proceeding regarding these Terms, the prevailing party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of these Terms.
Assignment. You may not assign, delegate or transfer these Terms or any right, title, interest or obligation hereunder without the prior written consent of Plato. Any attempted or purported assignment, delegation or transfer in violation of the foregoing will be null and void and without effect. Plato may assign these Terms without your prior written consent. These Terms will be binding and inure to the benefit of such assignees, transferees and other successors in interest of the parties in the event of an assignment or other transfer made consistent with the provisions of these Terms.
Electronic Communications. You agree to receive electronically all current and future notices, disclosures, communications and information and that the aforementioned electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.
Force Majeure. Plato will not be liable for any loss or damage arising from any event beyond its reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
Headings. Headings of sections are for convenience only and will not be used to limit or construe such sections.
Severability. If any provision of these Terms is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.