Participate, Inc. Terms of Use

Last updated: August 28th, 2024

Participate, Inc. is a service provider of community software as a service.

Welcome to Participate!

This Terms of Use sets forth the Agreement between you and Participate, Inc. (“we” or “us”) regarding your use of our web service and mobile applications, specifically including each Participate Network you create as a Manager or join as a Member or visit as a prospective Member (collectively the “Service”). Please read this Agreement, because it contains important information about your content (that you own), how information is shared between Managers and Members, our limitation of liability to you, and your agreement to resolve any disputes by individual arbitration.

This Terms of Use also applies to your use of our website at www.participate.com (“Website”). If you cannot agree to these Terms of Use, don’t use the Service or visit our Website.

Using the Service

How It Works

Our service enables people to create or participate in a community, online courses, events, and subscriptions dedicated to an interest, passion, identity, or individual (a “Participate Community”) for free or for a fee. People who create a Participate Community (“Manager”) do so to invite in people (“Members”) to connect with each other, to message, and to exchange information and content. Hosts tailor their Participate Community by adding their own branding, choosing which features they enable, the Members they invite, and the activities they organize in their Participate Community. Sometimes Managers require that Members agree to their own terms of use in addition to ours; in the event of a conflict between the Participate Terms of Use and the Manager’s terms of use, the Participate Terms of Use governs except with respect to content licenses. Please read the Host terms of use closely.

Who can use Participate?

You must be at least the age of majority in the state or country where you live to create or participate in a Participate Community or use the Website.

Registration

You will set up an account with each Participate Community you join and participate in. When you set up a profile with any Participate Community, we treat registration information according to our Privacy Policy. Your name and contact information will be made available to your Host. You are responsible for maintaining the confidentiality of your password.

Privacy

Our privacy practices are set forth in our Privacy Policy, which is part of this Agreement. By joining a Participate Community, you are sharing personally identifiable information with your Host, other Members, and us. When you visit our Website, you are sharing personally identifiable information with us.

Acceptable Use

When you create or join any Participate Community, you agree to follow the Participate Acceptable Use Policy at all times. We reserve the right, but have no obligation or liability for, monitoring any interactions with other Members or Managers of the Service. You may submit a complaint or concern about another Member or Host to help@participate.com.

You may close your Host or Member account at any time by going to account settings and disabling your account. We may terminate your account if you violate the Participate Acceptable Use Policy or for any other reason. We may suspend your use of the Service or the Service at any time for any reason, without any notice.

We welcome your feedback and suggestions about how to improve Participate. Submit feedback at help@participate.com. By submitting feedback, you agree to grant us the right to use it for free.

You keep complete ownership of all content and activity in your Participate Community. You give us permission to run your Participate Community, such that content, data, and activity shows up. Make sure you have permission to use content that you post on Participate.

All material that you upload, publish or display to others via a Participate Community is “Your Content,” unless provided for otherwise by the Manager. The Service enables you to add posts, articles, photos, videos, questions, polls, links, files, events, groups, participate in livestream events, and chat with other Members. The Service also allows you, if you are a Manager, to create a personalized name for your Participate Community (“Your Community Name”), which will appear in a subdomain accessible directly to visitors and Members (e.g. Your Network Name.participate.com). If you are Host, Your Content also includes Your Community Name. Material that a Member uploads, publishes, or displays to others via a Participate Community is “User Generated Content”. Your Content, including User Generated Content, does not include Your Data (defined below).

You (and the people you license Your Content from) keep complete ownership of all Your Content. By posting Your Content on the Service, you grant us a license to show it on your Participate Community, but you and your licensors still own it.

In legalese: In connection with your use of the Service, you hereby grant and will grant Participate, Inc. and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable (through multiple tiers), perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify, and otherwise use Your Content in connection with the operation of the Service in any form, medium or technology now known or later developed, including publication and use on any Integrated Services (as defined below). This license includes the right for us to make Your Content available and sublicense rights to other entities and individuals who partner with us in the delivery of the Service, including the right of the Manager of your Participate Community to move Your Content to another platform. If you join a Network that is Paid, Private, or Secret, rather than Public, only we, your Manager, and Members who are invited to join that Network will be able to see Your Content that you post on that Community. Participate, Inc. may preserve Your Content and may also disclose Your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Use; (c) respond to claims that any of Your Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Participate, Inc., its Users, and the public. The technical processing and transmission of Your Content may involve transmissions over various networks and changes to conform to technical requirements of connecting networks or devices.

As Network Members and visitors, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit User Generated Content without the prior written permission of the User Generated Content owner. Community Members, visitors, and Hosts may not use User Generated Content in connection with: (1) the development of any software program, including but not limited to, training a machine learning or artificial intelligence (AI) system; or (2) providing archived or cached data sets containing User Generated Content to another person or entity. Except for a public search engine’s use of spiders for creating search indices, you may not use robots, spiders, scripts, services, software, or any manual or automatic device, tool, or process designed to data mine or scrape the User Generated Content, data or information from the Services, or otherwise use, access, or collect the User Generated Content, data, or information from the Services using automated means.

If you are a Manager, you own the list of Member emails and contact information (“Membership List”) and grant us the license to use it to provide the Service. If you are a Manager, you also own data or insights (“Your Data”) that: i) you collect during your use of the Service, or ii) we provide you through the Participate dashboard and you export or download during the term. If you are a Website visitor, Community visitor, Member, or Host, our Privacy Policy describes how we use your personal information.

You agree to follow the Participate Acceptable Use Policy. If you are a Manager, you agree to respect commitments made to Members of your Participate Community about the use of the Membership List, as further described in Section 5. You accept responsibility if Your Content violates the intellectual property or personal rights of others. You agree to pay all royalties, fees, and any other monies owed to any person by reason of any of Your Content. We are not obligated, but reserve the right, to remove or suspend, in whole or part, Your Content that violates the Participate Acceptable Use Policy.

The Participate Copyright Policy and Participate Trademark Policy are incorporated by reference into this Agreement. If you believe that your intellectual property is being violated on the Service or the Website, you can submit a complaint and request for takedown of specific material at copyright@participate.com.

Service Materials

Service Materials

All right, title, and interest in the Service and the Website, including the Participate buttons, badges, logos, widgets, text, images, design, software, documentation, source code, algorithms, graphics, photographs, video and audio files, other files, data, and the selection, arrangement, structure, coordination, and “look and feel” thereof (excluding Your Content, User Generated Content, Your Data, third-party web services, or third-party content linked to or posted within the Service) (collectively “Service Materials”) are the property of Participate, Inc. and/or its licensors. The Participate name and logo, the Participate mark, and the Participate logo are trademarks and service marks of Participate, Inc. We retain all right, title, and interest in and to the Service Materials. Except as expressly provided in these terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit Service Materials without our express written permission.

Subject to these terms, including our Participate Acceptable Use Policy, we grant you a limited, non-exclusive license to use and access the Service Materials and the Service, as well as the Website. Except for the rights and license granted in these terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.

Please note that the Service contains access to third-party content and other interactions over which we have no control. We assume no responsibility for, nor do we endorse, screen, or approve the content, offerings, or materials made available to you within a Participate Community, or the conduct of parties who participate in a Participate Community.

Rights and Obligations of Managers

Emails and Contact Information of Members

The name and contact information of Members who reister to join a specific Participate Community become available to that Participate Community’s Managers in order to facilitate communications. A Manager may use the Membership List solely to communicate with a Member for purposes related to the Participate Community or the reasonably assumed interests of the Member who has joined the Participate Community. A Manager agrees not to: i) sell the Membership List to a third-party, or ii) use or disclose it for commercial purposes unrelated to the Participate Community or the interest of Member who joined the Participate Community.

If you are a Manager, it is important for you to respect and honor the trust of Members who join the Participate Community you created. If you are a Manager, you represent and warrant that, in your communications with Members and handling of Your Data, you: i) will comply with all applicable laws and regulations; and ii) will honor the restrictions set forth in Section 5(a). If you are a Manager, you also represent and warrant that all advertising, sponsorships, and promotions you introduce to your Participate Community will comply with all applicable laws, regulations, and industry guidelines, including but not limited to the FTC December 2015 guidance regarding native advertising. If you are a Manager with Members in the European Union or UK, or other jurisdiction that requires opt-in consent before sending email, you represent and warrant that you have obtained user consent prior to sending emails outside of the Service, as EU law requires opt-in consent for emails. You must provide a means of opting-out of any emails.

In the event that a party misdirects a takedown request directly to the Manager (within or outside of the Service), the Manager will redirect the takedown request directly to legal@participate.com within two (2) business days.

This agreement includes the Participate Data Processing Addendum, which includes the US DPA, and the EU, UK, and Swiss DPA.

You may enable various online services like Slack to be integrated into your Participate Manager or Member account or Participate Community (“Integrated Services”). For example, you may be able to share or access your Participate Community activity on Integrated Services such as Slack. To take advantage of these features, we may ask you to register for or log into the Integrated Services on the websites of their providers. By enabling Integrated Services in connection with the Service, you are allowing us to pass to, and receive from, these Integrated Services your login information and other data for use in connection with the Service and/or the Integrated Services. For more information about the implications of activating these Integrated Services and our use, storage, and disclosure of information related to you and your use of such services within Participate (including your friend lists and the like), please see our Privacy Policy. *However, please remember that your use of any Integrated Services, and the manner in which any Integrated Services offer or perform their services and collect, use, store, and disclose your information is governed solely by the terms of use, privacy policies, and other policies of such third parties, and we shall have no liability or responsibility for the privacy practices or other actions of any Integrated Services * or any other third-party site or service, whether or not they are directly enabled within the Service.

Premium Services

Fees

If you select a portion of the Service for which a fee applies (“Premium Service”), you agree to pay the applicable fee when you sign up. For a Premium Service, you will be required to select a payment plan and instrument for payment. For Premium Services, additional terms may apply, and you may be asked to agree to additional terms by separate agreement.

No Refund at Termination

If you are a Member and your Manager terminates your Premium Service, or you terminate your subscription yourself, your Manager will decide whether to provide you with a refund.

Disclaimers and Limitation of Liability

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF PARTICIPATE ENTITIES TO YOU. “PARTICIPATE ENTITIES” MEANS PARTICIPATE AND ANY SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, LICENSORS AND PARTNERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES OF EACH OF THEM. EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:

1. WE ARE PROVIDING YOU THE SERVICE, ALONG WITH SERVICE MATERIALS AND THE OPPORTUNITY TO CONNECT WITH OTHERS, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PARTICIPATE ENTITIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.
2. PARTICIPATE MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (i) CONTENT POSTED BY ANY MEMBER, MANAGER, OR THIRD PARTY, (ii) ANY THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD-PARTY SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SERVICE, INCLUDING AN INTEGRATED SERVICE PROVIDER, (iii) THE QUALITY OR CONDUCT OF ANY THIRD PARTY, MANAGER, OR MEMBER YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICE. PARTICIPATE MAKES NO WARRANTY THAT (a) THE SERVICE OR ANY PARTICIPATE COMMUNITY WILL MEET YOUR REQUIREMENTS, (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS OR INFORMATION THAT YOU MAY OBTAIN FROM THE USE OF THE SERVICE, OR ANY PARTICIPATE COMMUNITY, WILL BE ACCURATE OR RELIABLE, OR (iv) THE QUALITY OF ANY PARTICIPATE COMMUNITY, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE.
3. YOU AGREE THAT UNDER THE MAXIMUM EXTENT PERMITTED BY LAW, PARTICIPATE ENTITIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT PARTICIPATE ENTITIES SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICE OR THE WEBSITE.
4. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.
5. WITHOUT LIMITING THE FOREGOING, PARTICIPATE’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID TO PARTICIPATE IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

You agree to release, indemnify, and defend Participate Entities from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: i) your use of Service, ii) Your Content, iii) your conduct or interactions with other Managers or Members of the Service, or iv) your breach of any part of this Agreement. We will promptly notify you of any such claim, and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow us to participate in the defense and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.

You also agreed to release, indemnify, and defend your Managers and Members from all third-party claims and costs arising out of or related to: i) your use of the Service, ii) Your Content, iii) your conduct or interactions with Managers or Members, or iv) your breach of any part of this Agreement.

We hope that our customer success team can resolve any issues you may have. However, if that does not work, then both parties agree to resolve any dispute arising out of these terms exclusively by individual, binding arbitration. The term “dispute” is to be given the broadest possible meaning that will be enforced, and will include disputes related to your use of the Service, this Agreement (including the scope of this provision), regardless of whether such disputes are based in contract, tort, statute, fraud, unfair competition, or some other legal theory. Disputes regarding privacy shall be resolved by the mechanisms outlined in our Privacy Policy.

The arbitration process can be a faster, simpler, less formal, and less expensive route than filing a lawsuit and going to court. In arbitration, you are still entitled to a fair hearing, but your rights will be determined by a neutral arbitrator (and not a judge or jury). Arbitrator decisions are as enforceable as any court order and are subject only to very limited review by a court. Each party is giving up the right to sue in court and to have a trial before a judge or jury.

Each party here agrees to try in good faith for 30 days to informally resolve any dispute before starting arbitration. A party who intends to seek arbitration must first send the other a written notice that describes the nature and basis of the dispute as well as the relief sought. If you want to send such a notice to us, send it to legal@participate.com. If we want to send such a notice to you, we will send it to the email address associated with your account. If the parties do not reach an agreement to resolve the dispute within 30 days after the date the notice was sent, then the parties may start arbitration as described below.

The American Arbitration Association (AAA) will administer the arbitration, and the arbitration will be governed by the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes, as modified by these terms. Those rules and information about how to start arbitration are available at www.adr.org or by calling 1-800-778-7879. The arbitrator is bound by these terms. The arbitration will be conducted through the submission of documents, by phone, or in person in the county where you live or at another mutually agreed location.

The arbitrator’s award will be final and specifically enforceable under applicable law, and judgment may be entered upon it in any court with jurisdiction. The arbitration costs, including arbitrator compensation, will be shared between you and us according to the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.

Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. By agreeing to these terms, you are waiving the right to participate in a class action. Further, unless the parties mutually agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If this waiver is found to be illegal or unenforceable, then the parties agree that this entire section will be unenforceable, that any dispute will be resolved exclusively in a state or federal court located in North Carolina, and that the parties both submit to the personal jurisdiction of such courts. If a claim proceeds in court rather than through arbitration, the parties waive any right to a jury trial.

This section does not: (i) prevent either party from litigating any dispute in small claims court; (ii) apply to disputes arising out of or related to infringement or other misuse of our intellectual property rights; or (iii) prevent either party from bringing a dispute to the attention of any federal, state, or local government agencies.

If you do not want to be bound by this binding arbitration provision and class action waiver, you must notify us within 30 days of the date that you first accept or receive these terms by sending a written notification to legal@participate.com that includes your actual name and Participate username, address, and a clear statement that you do not wish to resolve disputes with us through arbitration.

We may amend this Agreement (including any policies, such as the Privacy Policy, Participate Acceptable Use Policy, Participate Copyright Policy, and Participate Trademark Policy that are incorporated into this Agreement) at any time in our sole discretion. If we materially amend the terms to this Agreement, such amendment will be effective after we send you notice of the amended agreement. Such notice will be in our sole discretion and manner of notification could include, for example, via email, posted notice on the Service, or other manner. You can view the Agreement at any time here. Your failure to cancel your account, or cease use of Participate, after receiving notification of the amendment, will constitute your acceptance of the amended terms. If you do not agree to the amendments or to any of the terms in this Agreement, your only remedy is to cancel your account or to cease use of Participate.

You agree that Participate is operated in the United States and will be deemed to be solely based in North Carolina and a passive service for purposes of jurisdictional analysis. For any claims for which arbitration is inapplicable, you agree that such claims will be brought in federal or state court in North Carolina and governed by the laws of the state of North Carolina, without regard to any conflict of law provisions.

Participate expressly disclaims any representation or warranty that the Service complies with all applicable laws and regulations outside of the United States. If you use the Service outside of the United States, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the Service.

The Service is controlled and operated from our United States offices in California. Participate software is subject to United States export controls. No software for Participate may be downloaded or otherwise exported or re-exported in violation of any applicable laws or regulations. You represent that you are not (1) located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and (2) listed on any U.S. government list of prohibited or restricted parties.

If you access the Service through a Participate mobile application, you acknowledge that this Agreement is between you and Participate only, and not with another application service or application platform provider (such as Apple, Inc. or Google Inc.), which may provide you the application subject to its own terms. To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply.

The following provisions will survive expiration or termination of this Agreement: Sections 1(f)(Termination), 1(g)(Feedback), 2(b)-(c)-(d)(Your Content and Your Responsibilities for Your Content), 4(a)(Service Materials), Section 5(b)(Representation and Warranty of Managers), any outstanding payment obligations pursuant to Section 7(Premium Services), and Sections 8-11.

Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: The Service is provided by Participate, located in Chapel Hill, North Carolina. If you have a question or complaint regarding the Service, please contact Participate at help@participate.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

Any Participate software and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 (as applicable). Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4 (as applicable), the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. government end users: (i) only as Commercial Items; and (ii) with only those rights as are granted to all other end users pursuant to this Agreement.

You may not assign or transfer this Agreement (or any of your rights or obligations under this Agreement) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer this Agreement. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.

You consent to receive communications from us by email in accordance with this Agreement and applicable law. You acknowledge and agree that all agreements, notices, disclosures, and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.

This Agreement supersedes all prior terms, agreements, discussions, and writings regarding the Service and constitutes the entire agreement between you and us regarding the Service, except as provided for in Section 7. If any provision in this Agreement is found to be unenforceable, then that provision will not affect the enforceability of the remaining provisions of the agreement, which will remain in full force and effect.

In construing or interpreting the terms of this Agreement: (i) the headings in this Agreement are for convenience only, and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting this Agreement.

All notices permitted or required under this Agreement, unless specified otherwise in this Agreement, must be sent in writing as follows in order to be valid: (i) if to you, by us via email to the address associated with your account, and (ii) if to us by you via legal@participate.com. Notices will be deemed given (a) if to you, when emailed, and (b) if to us, on receipt by us.

This Agreement does not confer any third-party beneficiary rights and does not create a joint venture, agency, partnership, or other form of joint enterprise between you and us. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.

No waiver of any terms will be deemed a further or continuing waiver of such term or any other term. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.

You agree to execute a hard copy of this Agreement and any other documents, and take any actions at our expense that we may request to confirm and effect the intent of this Agreement and any of your rights or obligations under this Agreement.

Contact

Feel free to contact us at help@participate.com with any questions about these terms.

When you use the Service, you agree to the terms of use set forth in this agreement (including the Privacy Policy and Participate Acceptable Use Policy), regardless of whether you are a registered user.

Changes to the Service

We are always trying to improve your experience on the Service. We may need to add or change features and may do so without notice to you.