Terms of Service

The following terms and conditions govern all use of the Kleido Website (https://www.kleido.co) together with its pages and features, the "Website") and all content, services and products as defined below (the "Services" or the "Platform"). The Website is owned and operated by Kleido Inc. (“Kleido" or "our" or "we"). The Platform is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, the Kleido and procedures that may be published from time to time on the Website by Kleido (collectively, the "Agreement").

The Platform allows high school students (collectively, "participants") to connect with industry professionals and organizations (the "advisors") in live streaming video conversations, enabled by their parents or schools. The Services include, without limitation, facilitating and hosting sessions in various forms between participants and advisors.

Please read this Agreement carefully before accessing or using the Platform. By accessing or using any part of the Platform, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Platform or use any Services. If these terms and conditions are considered an offer by Kleido, acceptance is expressly limited to these terms.

Student Data.

We collect certain personally identifiable student data from students and schools in order to provide services pursuant to our agreements with them (as more fully described, categorized, and defined within our Privacy Policy, "Student Data"). We will use Student Data only for the purpose of fulfilling our duties and providing services to students and under our agreements with Districts/Schools, and for improving services to them. All rights to Student Data, including all intellectual property rights, remain the exclusive property of the students or Districts/Schools, and we have a limited, nonexclusive license solely for the purpose of performing the services under our agreements with Districts/Schools. Notwithstanding any other provision of this Agreement, we have no rights, implied or otherwise, to Student Data, except as expressly stated in our Privacy Policy, including the right to sell or trade Student Data.

Responsibility of Contributors.

If you operate an account, deliver Sessions to participants, respond to participants' questions, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, "Content"), you are entirely responsible for the substance of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, or video. By delivering Live Sessions through the Platform and by making Content available, you represent and warrant that:

The use of the Content will not infringe upon the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

If your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;

You have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end participants any required terms;

The Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

The Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

The Content is not obscene, libelous or defamatory, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party;

Your account is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your account's URL or name is not the name of a person other than yourself or company other than your own; and

You have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Kleido or otherwise.

You will not disclose any information to a participant that could be considered personally identifiable information including, but not limited to, your full name, employer, address, telephone number, email address, Social Security number, password or any other information that could be used to identify or locate you; and

You will not solicit personal information from any participant and agree that if any participant ever discloses such information to you or asks you for any personal information, you agree to immediately report this to us via email to hello@kleido.co.

Right to Remove, Block, or Modify Content.

Kleido reserves the right to remove, block or edit any Content, including but not limited to images, documents, related video recordings, or other Content created on the Website and/or Platform (e.g. comments, messages, avatars, etc.), for any reason whatsoever. Removal may result from any of the following, without limitation: posting inappropriate material such as offensive, racist, hateful, sexist, sex-related, false, misleading, infringing, defamatory or libelous content.

Right to Record.

Unless you withdraw your consent, Kleido reserves the right to record all advisor presentations delivered via the Platform and its affiliated services and tools. Such recorded information will become Content and part of the Platform, and accessible to participants of the Platform and subject to the same terms and conditions in this Agreement, and which Kleido can make available to affiliated services. advisors give Kleido a perpetual, sub-licensable, transferable, royalty-free license to use or distribute the Content on the Website and Platform and to Third Party Publishers and Distributors.

Right to Ban Participants.

Kleido reserves the right to ban any participant from using the Services for any reason including using content, services and products available at or through the Website to find and contact other Kleido members or advisors to arrange for connections or meetings to be conducted on another virtual platform or in-person for the purpose of circumventing the services and products available at or through the Platform.

Electronic Communications.

You hereby expressly consent to Kleido sending or otherwise communicating with you for any purpose (including, without limitation, for advertising, telemarketing, or other marketing or promotional purposes, or for sending or notifying you about special offers, updates, newsletters, or other informational purposes) via any electronic means or forms as Kleido deems appropriate in its sole discretion, whether through the Website, the Platform, your participant account, by personal communication, by e-mail, by automatic telephone dialing system, by telephone, by artificial or prerecorded voice, by online social media, by text message (e.g., short message service a/k/a SMS, and multimedia messaging service a/k/a MMS) or by other electronic media means or forms. By giving such consent, you agree that no such communication shall violate the CAN-SPAM Act, the Telephone Consumer Protection Act, or any other applicable laws, rules, or regulations. Voice, message, and data fees, rates, charges, and taxes may apply to you, and you are responsible for the payment of the same. You understand that you are not required to grant the foregoing consent as a condition for the use of the Website and/or the Platform. You may opt-out of receiving any electronic messages from Kleido as describe above at any times by any reasonable means, including, without limitation, by sending an email to hello@Kleido.co with a subject line of "Opt-Out of Electronic Communications." You acknowledge that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Website, the Platform, and/or your ability to receive certain messages or notifications from Kleido.

Reserved Rights of Kleido.

Without limiting any of these representations or warranties, Kleido has the right (though not the obligation) to, in Kleido's sole discretion, (i) refuse or remove any Content that, in Kleido's reasonable opinion, violates any Kleido policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Platform to any individual or entity for any reason, in Kleido's sole discretion. Kleido will have no obligation to provide a refund of any amounts previously paid.

Content Licensing.

Any Content including, but not limited to, recordings, materials, information, presentations, communications or ideas that you provide, communicate or otherwise perform, transmit or post on or through the Website or Platform will be treated as non-confidential and subject to the license below, and may be reproduced, distributed, publicly performed, publicly distributed, communicated to the public, and otherwise used and exploited by us to deliver, market, promote, demonstrate or operate the Platform, such as for quality control, redistribution or display to participants, and professional development. Notwithstanding the foregoing, you have the right to remove all or any portion of your Content from the Platform at any time, with such removal terminating the grant of rights to Kleido below with respect to such Content within thirty (30) business days of receiving your termination request, but such removal shall not terminate the grant of rights given to any participants who originally requested the Content in question and to whom the advisor has already shared such Content. You agree that we may record all or any part of any presentations (including video and audio communications) for reuse, redistribution, delivering, marketing, promoting, demonstrating or operating the Platform. By sharing or delivering Content, you represent to Kleido that you have all right, title, and interest in and to the Content that you deliver, transmit or share. To the extent that such Content contains copyrightable subject matter, you represent that you are either the owner of the copyrightable subject matter or that you are a licensee of such copyrightable subject matter and that you have all rights necessary (without any restrictions) to license the Content to Kleido pursuant to its Terms of Service and Privacy Policy. We reserve the right to review and edit the Content for any purpose.

FERPA and California AB 1584.

With respect to FERPA and California AB 1584 (Buchanan) Privacy of Pupil Records: 3rd-Party Digital Storage & Education Software (Education Code section 49073.1), Kleido will abide by the following:

Student records obtained by Kleido from an educational institution continue to be the property of and under the control of the educational institution. The educational institution retains full ownership rights to the personal information and education records it provides to Kleido.

Student records obtained by Kleido from parents, legal guardians, or eligible students will not be used for any purpose other than those required or specifically permitted by the Kleido Terms of Use and Privacy Policy.

Kleido will delete or de-identify personal information when it is no longer needed, upon expiration or termination of our agreement with an educational institution with any deletion or de-identification to be completed according to the terms of our agreement with the educational institution, or at the direction or request of the educational institution.

Kleido agrees to work with the educational institution to ensure compliance with FERPA and the Parties will ensure compliance by providing parents, legal guardians, or eligible students with the ability to inspect and review student records. Kleido also will prohibit using personally identifiable information in student records to engage in targeted advertising.

Intellectual Property.

This Agreement does not transfer from Kleido to you any Kleido or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Kleido. The Kleido logo, and all other trademarks, service marks, graphics and logos used in connection with Kleido or the Platform are trademarks or registered trademarks of Kleido or Kleido's licensors. Other trademarks, service marks, graphics and logos used in connection with the Platform may be the trademarks of other third parties. Your use of the Platform grants you no right or license to reproduce or otherwise use any Kleido or third-party trademarks.

General Release of Claims.

You hereby release and hold harmless Kleido and their respective officers, directors, managers, owners, partners, agents, employees, representatives, trustees, assigns, transferees, contractors, vendors, and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, unpaid benefits, unpaid wages, overtime, discrimination, personal injury, property damage, negligence, and/or any other legal theory arising from or in connection with the Website, the Platform, the products or services made available on, through, or in relation to the Website and/or the Platform, and/or the rights and privileges granted or conveyed by you under this Agreement. Further, you waive your right to, and in no event shall you seek to, (a) enjoin Kleido, any of Kleido' officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees or (b) exercise any of the rights or privileges granted or conveyed by you under this Agreement.

You also hereby waive any rights you may have under Section 1542 of the California Civil Code and any other statute or common law principle of similar effect, which provides:

"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.""

General Representation and Warranty.

You represent and warrant that (i) your use of the Platform will be in strict accordance with the Kleido Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification. You agree to indemnify and hold harmless Kleido, its contractors, it and its respective directors, officers, employees and agents, from and against any and all claims and expenses, including attorneys' fees, arising out of or related to your use of the Website and the Platform, including but not limited to your claims arising out of your violation of this Agreement or content shared onto the Platform.

Miscellaneous.

This Agreement constitutes the entire agreement between Kleido and you concerning the subject matter hereof and may only be modified by a written amendment signed by an authorized executive of Kleido, or by the posting by Kleido of a revised version.

Updated December 2021 by Kleido, Inc.