1. Services Description

Birdy is a Software-as-a-Service (SaaS) platform designed to make meetings, initially focusing on Daily Stand-ups, more productive. It integrates with Microsoft Teams and Jira and utilizes Artificial Intelligence (AI) to facilitate pre-meeting collaboration, generate agendas, and produce summaries.

2. User Accounts

• Registration: Access to the Services typically requires a Microsoft Teams account. You may need to authorize Birdy to access certain information from your Microsoft Teams account to use the Services.
• Account Security: You are responsible for safeguarding your account access and for all activities that occur under your account. You must notify us immediately of any unauthorized use.
• User Conduct: You agree to use the Services only for lawful purposes and in accordance with these Terms. You are responsible for ensuring your team members also comply.

3. License to Use the Services

Subject to your compliance with these Terms and payment of applicable fees, Birdy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes during the Term.

4. Fees and Payment

• Free Trial: We offer a 14-day free trial for new customers. After the trial period, you must subscribe to continue using the Services.
• Subscription Fees: The Services are provided on a subscription basis at a rate of $1.99 USD per user per month. Fees are billed in advance based on the number of active users in your account.
• Manual Invoicing (Early Access): During the Early Access phase, invoicing will be handled manually. We will issue an invoice to your designated billing contact.
• Payment Terms: Payment is due within 7 days of the invoice date (Net 7).
• Taxes: All fees are exclusive of applicable taxes (such as sales tax, VAT, or GST), which you are responsible for paying.
• Non-Payment: If fees are not paid by the due date, we reserve the right to suspend or terminate your access to the Services.

5. Intellectual Property Rights

• Our IP: We own all right, title, and interest in and to the Services, including all underlying software, AI models, documentation, and aggregated/anonymized data, and all associated intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
• Your Content: You (or your organization) retain all right, title, and interest in and to the information, text, and data you and your users submit to the Services ("User Content").
• License to Us: You grant Birdy a worldwide, non-exclusive, royalty-free license to use, process, reproduce, and display your User Content solely for the purpose of providing, maintaining, and improving the Services for you. This includes processing User Content through our AI systems to generate agendas and summaries.

6. User Content and Acceptable Use

Responsibility: You are solely responsible for your User Content and ensuring it complies with all applicable laws and regulations.

Acceptable Use: You agree not to use the Services to:

• Upload or transmit any unlawful, threatening, abusive, defamatory, obscene, or infringing content.
• Violate the intellectual property rights or privacy rights of others.
• Transmit viruses or other malicious code.
• Attempt to gain unauthorized access to our systems or other user accounts.
• Interfere with or disrupt the integrity or performance of the Services.

Right to Remove: We reserve the right, but not the obligation, to review and remove User Content that violates these Terms.

7. AI Usage Disclaimer

You acknowledge that the Services utilize AI to generate agendas and summaries. While we strive for accuracy, AI-generated output may contain errors, inaccuracies, or omissions. You should independently verify any critical information generated by the Services. Birdy makes no warranties regarding the accuracy, completeness, or reliability of AI-generated content and disclaims all liability for any reliance thereon.

8. Third-Party Integrations

The Services integrate with third-party platforms like Microsoft Teams and Jira. Your use of these third-party services is subject to their respective terms and conditions and privacy policies. Birdy is not responsible for the availability, functionality, or data handling practices of these third-party services.

9. Term and Termination

• Term: These Terms commence when you first access the Services and continue until terminated.
• Termination by You: You may terminate your subscription at any time by providing written notice to us. Termination will be effective at the end of the current billing cycle.
• Termination by Us: We may suspend or terminate your access to the Services immediately if you breach these Terms. We may also terminate for convenience with reasonable notice, especially as the service evolves post-MVP.
• Effect of Termination: Upon termination, your right to use the Services will cease, and we may delete your User Content in accordance with our retention policies. Sections 5, 7, 10, 11, 12, 13, and 15-18 will survive termination.

10. Warranties and Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THIS IS ESPECIALLY TRUE DURING THE EARLY ACCESS / MVP PHASE.

TO THE FULLEST EXTENT PERMITTED BY LAW, BIRDY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICES (INCLUDING AI OUTPUT) WILL BE ACCURATE OR RELIABLE.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BIRDY AI LLC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF BIRDY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL BIRDY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT YOU PAID OR PAYABLE BY YOU TO BIRDY FOR THE USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

12. Indemnification

You agree to defend, indemnify, and hold harmless Birdy AI LLC and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Delaware, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

14. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or through the Services (e.g., a Teams notification or in-app message) at least 30 days before the changes take effect. Your continued use of the Services after the effective date constitutes your acceptance of the revised Terms.

15. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Birdy concerning the Services.
• Severability: If any provision of these Terms is deemed invalid, the invalidity of such provision shall not affect the validity of the remaining provisions.
• No Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.