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Terms of Service

Last updated: April 10, 2020

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE SERVICES OR REGISTERING AN ACCOUNT WITH US, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH OUR POLICIES AND PRACTICES, DO NOT ACCESS OR USE THE SERVICES.

1. ACCEPTANCE OF TERMS OF SERVICE; ADDITIONAL TERMS

Participate, Inc. (“Participate,” “our,” “us” or “we”) operates the participate.com website (the “Site”). These Terms of Service apply to the Site, our service offerings (including our online learning platform) and to any other website offered by use that references or links to these Terms of Service (collectively, the “Services”).

By accessing or using the Services or registering an account with us, you indicate your acceptance of these Terms of Service and agree to be bound by these Terms of Service on behalf of yourself, if you are an individual, and on behalf of yourself and the organization you represent if you are a business entity user. If you are a business entity user, you represent and warrant that you have full authority to bind that entity to these Terms of Service. IF YOU DO NOT AGREE WITH OUR POLICIES AND PRACTICES, DO NOT ACCESS OR USE THE SERVICES.

In addition, when using particular features on the Services, you shall be subject to any additional terms applicable to such features that may contain terms and conditions in addition or different to those in these Terms of Service. In the event of a conflict between these Terms of Service and such additional terms, the additional terms will control with respect to their specific subject matter.

We reserve the right to change the Terms of Service from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Services and the Terms of Service periodically to learn of any modifications. Your continued use of the Services after the posting of any modifications shall constitute your agreement to be bound by such modified Terms of Service. We may modify, suspend, discontinue or restrict the use of the Services, any portion thereof or any content at any time with or without notice to you.

2. AGE REQUIREMENT

The Services are not intended for use by individuals under the age of 16. If you are under the age of 16, then do not use the Services.

3. OUR CONTENT AND TRADEMARKS

All of our text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation, course materials and other content (e.g., our eBooks) available on or through the Services (collectively “Our Content”), including but not limited to the design, structure, arrangement and “look and feel” of the Services, is owned by or licensed to us and is protected by copyright, trademark and other intellectual property rights and laws.

No part of the Services and none of Our Content may be copied, reproduced, sold, republished, transmitted, displayed, reposted or otherwise distributed for public or commercial purposes. You may solely display and make copies of Our Content for your personal, non-commercial purposes and subject to any additional terms that apply to specific content on the Services.

Our name, our logo and all related names, logos, product and service names, designs and slogans are our trademarks. You may not use such marks without our prior written permission. All other names, brands and marks are used for identification purposes only and may be the trademarks or registered trademarks of their respective owners. We and any party that provides trademarks, service marks, logos and copyrighted works to us retain all rights with respect to any of our and their respective trademarks, service marks, logos and copyrighted works appearing on the Services. All rights are reserved.

Notwithstanding the foregoing, these Terms of Service do not prohibit users to utilize our logos or trademarks solely for the limited purpose of linking back to the Services from a third-party site. No additional license is implied or granted.

4. SOCIAL MEDIA

We hope you enjoy the information and materials on the Services. We’re glad when you link to them or post them on your social media accounts (e.g., Twitter, Facebook, LinkedIn, Pinterest, WhatsApp or Slack), but only for your personal use. You’re not permitted to post or upload any of Our Content for your commercial, business or non-personal use. If you use or post Our Content or any other information and materials from the Services for any non-personal purposes, you’ll be violating our intellectual property rights. Also, make sure that your social media account permits you to post third party content.

5. USE OF THE SERVICES

Your use of the Services is subject to all applicable laws and regulations, which may vary depending on your jurisdiction of residence and from where you access or use the Services.

In addition, by agreeing to the Terms of Service you are also agreeing to follow the Participate Code of Conduct.

You may not:

  • Use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any manual process to access, acquire, copy or monitor any portion of the Services or any of Our Content or obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services.

  • Attempt to gain unauthorized access to any portion of the Services or any of Our Content, or any systems or networks connected to the Services, by hacking, password “mining” or any other illegitimate means.

  • Probe, scan or test the vulnerability of the Services or any of Our Content, or any system or network connected to the Services.

  • Reverse lookup or trace any information of any other Services user or visitor or otherwise use the Services for the purpose of obtaining information of any other Services user or visitor that is not publicly available through the Services.

  • Use any device, software or process to interfere, or attempt to interfere, with the proper working of the Services, any of Our Content, or any other content on the Services, or any systems or networks connected to the Services, or with any other person’s use of the Services.

  • Use the Services, any of Our Content, or any other content on the Services for any purpose that is unlawful or prohibited by the Terms of Service.

  • Restrict or inhibit use of the Services by others, including disrupting the normal flow of dialogue, causing a screen to scroll faster than other users are able to type or otherwise acting in a way that affects the ability of other people to engage in real time activities via the Services.

  • Misrepresent an affiliation with, or otherwise impersonate, any person or organization.

  • Use the Services to violate the legal rights (including the rights of intellectual property, publicity and privacy) of others or to violate the laws of any jurisdiction.

  • Upload to or transmit via the Services any defamatory, indecent, obscene, harassing, violent or otherwise objectionable material (as determined in our discretion), or any material that is, or may be, protected by copyright or trademark laws, without permission from the copyright or trademark owner. Observe all copyright and trademark notices on materials you may find on the internet or elsewhere and do not upload or transmit them if you have any doubt about whether you are permitted to do so without first obtaining written permission from the copyright or trademark owner.

  • Do not upload or share any personally identifiable information of students or third persons, including but not limited to student names or recognizable student photos, images or likenesses, without obtaining prior written consent from the individual, or his or her parent or legal guardian in the case of a minor.

Any unauthorized use of the Services or any of Our Content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

6. USE OF SOFTWARE

Any software that is made available via the Services shall be governed by the terms of the license agreement that accompanies the software or is posted with the software or at the Services page where the software can be accessed; provided, however, if no such license agreement is made available, we grant you a revocable, worldwide, royalty fee, non-assignable, non-exclusive license to use the software for your personal, noncommercial use in accordance with the Terms of Service. In the event of any inconsistency between the Terms of Service and any license agreement, the license agreement shall govern in relation to the software.

You may not decompile, reverse engineer or otherwise attempt to discover the source code of the software.

The software may automatically update from us from time to time. These updates are designed to improve, enhance and further develop the software and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit us to deliver these to you with or without your knowledge) as part of your use of the software.

7. ACCOUNT INFORMATION

Certain features offered on or through the Services may require you to open an account (including a username and password). You are responsible for taking all steps to ensure that no unauthorized person shall have access to your account or password. It is your sole responsibility to:

  1. Control the dissemination and use of your account and password

  2. Promptly inform us of any need to deactivate an account or password. We are not liable for any activity through your account (whether or not authorized by you), any harm related to the theft of passwords, or your disclosure of passwords. You shall immediately notify us of any unauthorized use of your account or password. You are solely responsible for any damages resulting from the use of your account and username. You may not use your account or password to breach security of another account.

8. PRIVACY

Our Privacy Policy applies to the use of the Services, and your use of the Services constitutes your acceptance of our Privacy Policy and consent to its terms. The Privacy Policy is incorporated in and made part of these Terms of Service. To view our Privacy Policy, please see the link provided on any webpage of the Site or click here.

9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE SITE, SERVICES AND ALL CONTENT, INCLUDING, WITHOUT LIMITATION, OUR CONTENT, ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT. WE DO NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO THE SITE, SERVICES OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, OUR CONTENT, WILL BE SECURE, UN-INTERRUPTED OR ERROR-FREE.

YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SITE, SERVICES OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, OUR CONTENT, IS TO STOP USING THE SERVICES. IN NO EVENT SHALL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR CONTENT PROVIDERS (“PARTICIPATE ENTITIES”) BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE SITE, SERVICES OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, OUR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE, OR ANY PARTICIPATE ENTITY, ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF US AND THE PARTICIPATE ENTITIES TO YOU OR ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM FOR THE SERVICE GIVING RISE TO THE CLAIM.

ANY CAUSE OF ACTION YOU MAY HAVE WITH RESPECT TO THE SITE, SERVICES OR CONTENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES OR ELSE SUCH CLAIM OR CAUSE OF ACTION SHALL BE BARRED.

10. TERMINATION AND INDEMNITY

You agree that we may, at any time, and at our sole discretion, terminate your account or suspend or prohibit your access to the Services without prior notice to you for violating any of the Terms of Service or for any other reason whatsoever.

You agree to defend, indemnify and hold us and the Participate Entities (defined in Section 9 above) harmless from and against any demands, loss, liability, claims or expenses (including attorneys’ fees) made against us due to or arising out of your use of the Services, Site or any content on the Services, including, without limitation, Our Content, or your breach of these Terms of Service, including, without limitation, a breach of Section 11 below.

11. USER SUBMISSIONS

If you make any submission to us (a “User Submission”), you agree that you will not send or transmit any communication or content that:

  1. Is defamatory, indecent, harassing or otherwise objectionable (as determined in our discretion).
  2. Infringes or violates any copyright or other intellectual property, publicity or privacy rights of any party.
  3. Contains a virus or corrupted data.
  4. Violates these Terms of Service.

You will retain all of your ownership rights in any User Submission. However, by transmitting a User Submission to the Services, you grant Participate and its designees a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, perform, enhance, modify, adapt and translate such User Submission in connection with the Services and Participate’s business, including, without limitation, for promoting Participate and the Services. You also hereby grant each user of the Services (which includes users from other customers of Participate) a non-exclusive license to access your User Submissions through the Services, and to use, reproduce, distribute, display and perform such content as permitted through the functionality of the Services. The above licenses granted by you for the content submitted to the Services terminate within a commercially reasonable time after you remove or delete your content from the Services. You understand and agree, however, that Participate may retain, but not display, distribute or perform server copies of your content that has been removed or deleted.

User Submissions reflect the ideas and content of users. We may, but are not required to screen, user content submitted to or through the Services for conformity to these Terms of Service. We reserve the right to remove any user content at any time, for any reason.

All email and other correspondence that you submit to us shall become our sole and exclusive property. If you submit any business information, idea, concept or invention to us, such submission shall be considered:

  1. Non-confidential.
  2. Our sole and exclusive property. We will have no obligation of any kind with respect to the submission, and we will be free to use or further transmit such submission for any purpose.

If you believe in good faith that content or materials available on the Site or the Services infringe your copyright, you may request removal of (or access to) that content or material by providing the copyright agent below with a written notice pursuant to the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512, containing the following:

  • A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright that is allegedly infringed;
  • A description of the copyrighted work that you claim has been infringed;
  • A description (such as the URL) of where the material that is claimed to be infringed is located on the Site or the Services;
  • Your name, address, telephone number and email address;
  • A statement that you have a good faith belief that use of material in the manner complained of is not authorized by the copyright owner, its agent or the law;
  • A statement by you, made under penalty of perjury, that the information in your notification is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Our designated agent to receive notifications of claimed copyright infringement is:

Arne Plum
201 Sage Road - Suite 100
Chapel Hill, NC 27514
Phone: 919-967-5144
Email: copyright@participate.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective.

13. LINKS AND THIRD PARTY CONTENT

We may provide links to third-party websites. We do not recommend or endorse the content of any third-party websites. We are not responsible for the content of linked third-party websites and we do not make any representations or warranties regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites (including their privacy policies).

14. NOTICES

We may send you notice with respect to the Services by sending an email message to the email address listed in your account, by sending a letter via postal mail to the contact address listed in your account, or by posting on the Services. Any notices will be deemed delivered to the party receiving such communication:

  1. One business day after deposit with an overnight carrier.
  2. Three business days after mailing date if sent by postal mail.
  3. The date of transmittal if sent via email.
  4. The date we post the notice to the Services.
15. GOVERNING LAW AND INTERNATIONAL USE

The Terms of Service will be governed by and construed in accordance with the internal laws of the State of North Carolina, U.S.A., without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Orange County, North Carolina and waive any objection to such jurisdiction or venue. In any action to enforce the Terms of Service, the prevailing party shall be entitled to attorneys’ and accountants’ fees and costs.

We are headquartered in the United States and the Services are operated out of the United States. Although the Services may be accessible worldwide, we make no representation that materials on the Services are appropriate or available for use in locations outside the United States, and accessing the Services, Site and any content, including, without limitation, Our Content, from locations where its use is illegal is prohibited.

Some software from the Services may be subject to export controls imposed by the United States and may not be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has placed an embargo; or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Table of Deny Orders. If you download or use the Site or software, you are, in effect, confirming to us that you are not located in, are not under the control of, and are not a national or resident of any such country, and that you are not on any such list. You may not use or export the materials from the Services in violation of U.S. export laws and regulations.

16. ENTIRE AGREEMENT

The Terms of Service represent the entire agreement between you and us with respect to the subject matter addressed in the Terms of Service and supersede all prior or contemporaneous agreements or understandings, written or oral with respect to their subject matter. The Terms of Service shall be binding upon and inure to the benefit of you and us and our respective successors and lawful assigns. If any provision of these Terms of Service is unlawful, void or unenforceable, it will not affect the validity and enforceability of the remaining provisions.

17. WAIVER

Any failure by us to enforce or exercise any provisions of the Terms of Service shall not constitute a continuing or future waiver of that right or any other provision. Our failure to act with respect to a breach by you or others does not waive our rights to act with respect to subsequent or similar breaches.

18. CONTACT US

If you have any questions regarding our Terms of Service, you may contact us at privacy@participate.com.