1. ACCEPTANCE OF TERMS OF SERVICE; ADDITIONAL TERMS

 

The Center for International Education, Inc., d/b/a Participate Learning, and its subsidiaries (“Participate Learning”, “us”, “our” or “we”), provide the https://www.participatelearning.com site (the “Site”) subject to your compliance with all the terms, conditions, and notices contained or referenced in these Terms of Service (the “Terms of Service”). These Terms of Service govern your access to and use of the Site or any other services we offer from time to time including linked pages.

By accessing or using the Site, 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 school, business or other entity user. If you are an entity user, you represent and warrant that you have full authority to bind that entity to these Terms of Service. You must be at least 18 years old or the age of majority in your jurisdiction of residence (if older than 18) to be able to agree to these Terms of Service. If you do not or cannot accept these terms, please do not use the Site.

In addition, when using particular services on the Site, you shall be subject to any additional terms applicable to such services 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 Site and the Terms of Service periodically to learn of any modifications. Your continued use of the Site 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 Site, any portion thereof or any content at any time with or without notice to you.

 

2. AGE REQUIREMENT

 

The Site is not intended for use by minors. If you are under the age of 18, or the age of majority in your jurisdiction of residence (if higher than 18), do not use the Site, apply to our program or register an account with us.

 

3. CONTENT AND INTELLECTUAL PROPERTY

 

The Site may be used only for your personal or informational purposes of a non-commercial nature. Except as provided in this Section 3, no part of the Site and none of Our Content may be copied, reproduced, sold, republished, transmitted, displayed, reposted or otherwise distributed for public or commercial purposes.

The Site and all content and materials on the Site, including, without limitation, all text, graphics, user and visual interfaces, features, functions, button icons, data compilations, photographs, trademarks, logos, sounds, music, artwork, applications, software, computer code and associated documentation, and other content available on or through the Site, the “look and feel”, selection and arrangement, design and organization of the Site (collectively “Our Content”) is owned by or licensed to us and is protected by copyright, trademark, and other intellectual property rights and laws. Your use of the Site does not grant to you ownership in or rights to any of the foregoing. We and our licensors reserve and shall retain their entire right, title and interest in and to the Site, including, without limitation, all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms. You shall not (i) remove, delete, alter, or obscure any trademarks or any notices of copyright, trademark, patent or other intellectual property or proprietary rights from the Site, including any copy thereof; or (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Site, or any features or functionality of the Site, to any third party for any reason, including, without limitation, by making the Site available on a network where it is capable of being accessed by more than one device at a time.

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 Site.

 

4. USE OF SITE

 

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

You may not:

• Decompile, disassemble or reverse engineer the Site or any portion thereof.
• Use the Site in any manner that could damage, disable, overburden or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
• 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 Site or any content or obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site.
• Attempt to gain unauthorized access to any portion of the Site or any of our content, or any systems or networks connected to the Site, by hacking, password “mining” or any other illegitimate means.
• Probe, scan or test the vulnerability of the Site or any of our content, or any system or network connected to the Site.
• Reverse lookup or trace any information of any other Site user or visitor or otherwise use the Site for the purpose of obtaining information of any other Site user or visitor, which is not publicly available through the Site.
• Use any device, software or process to interfere with, or attempt to interfere with, the proper working of the Site, or any other content on the Site, or any systems or networks connected to the Site, or with any other person’s use of the Site.
• Use the Site, or any other content on the Site for any purpose that is unlawful or prohibited by the Terms of Service.
• Restrict or inhibit use of the Site 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 which affects the ability of other people to engage in real time activities via the Site.
• Misrepresent an affiliation with, or otherwise impersonate, any person or organization.
• Use the Site 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 on the Site 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 personal 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 Site or any of Our Content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

 

5. ACCOUNT INFORMATION

 

Certain features or services offered on or through the Site 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.

 

6. PRIVACY

 

Our Privacy Policy applies to the use of the Site. The Privacy Policy is incorporated in and made part of these Terms of Service.

 

7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

 

Participate Learning may charge a fee for services or products offered. Fees are due at the time a service is rendered and will be payable by credit card through individual user accounts. We reserve the right to change the amount of our fees from time to time. For more information on how your personal information is used in connection with payment processing, please review our Privacy Policy.

 

7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

 

THE SITE, SERVICES AND ALL CONTENT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DO NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO THE SITE, SERVICES OR ANY CONTENT WILL BE SECURE, UN-INTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR DELETION OF YOUR ACCOUNT.

YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SITE, SERVICES OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT.

IN NO EVENT SHALL WE, OUR AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, PARTNERS, SHAREHOLDERS, AGENTS, LICENSORS OR SERVICE PROVIDERS (“PROTECTED ENTITIES”) BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE SITE, SERVICES OR ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE PROTECTED 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.

 

8. 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 Site 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 harmless the Protected Entities from and against any demands, losses, liabilities, claims, damages, costs or expenses (including attorneys’ fees) made against us due to or arising out of your use of the Site, services or any content on the Site, or your breach of these Terms of Service or applicable law.

 

9. UNSOLICITED SUBMISSIONS

 

The Site may contain features that allow users to post, submit, publish, display content or materials on or through the Site. Any non-personal information, remarks, suggestions, ideas, graphics or material you submit to us by email, download or otherwise (“Unsolicited Submissions”) are non-confidential. You understand that by providing an Unsolicited Submission to us, you grant to us and our designees a world-wide, royalty-free, perpetual, irrevocable, non-exclusive and fully-transferable, assignable and sublicensable right and license to use, distribute, copy, reproduce, disclose, transmit, modify, translate, adapt, create derivative works from, publicly perform, publish and/or display in any format or medium and otherwise exploit all such Unsolicited Submissions (in whole or in part), including all data, images, creative works, sounds, text, and other things embodied therein, for any and all commercial and non-commercial purposes. We have no obligation to review or use any Unsolicited Submissions or to keep them confidential, but if we elect to use them, we are free to use and repurpose such Unsolicited Submission for any purpose, without any compensation to you.

In addition to other prohibitions as set forth in these Terms of Service, if you make any submission to us, you agree that you will not send or transmit any communication or content that:

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

In addition to any remedies that we may have at law or in equity, if Participate Learning determines, in its sole discretion, that you have violated or are likely to violate the foregoing prohibitions, it may take any action it deems necessary to cure or prevent the violation, including, without limitation, the immediate removal of the related materials from the Site. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.

 

10. 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).

 

11. NOTICES

 

We may send you notice with respect to the Site 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 Site. 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 Site.

 

12. 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 Site is operated out of the United States. Although the Site may be accessible worldwide, we make no representation that materials on the Site are appropriate or available for use in locations outside the United States, and accessing the Site, services and content from locations where its use is illegal is prohibited.

Some software from the Site 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 this site in violation of U.S. export laws and regulations.

 

13. COPYRIGHT

 

If you believe your copyright or other intellectual property or privacy right has been violated by content accessible via the Site, please contact us by email at [email protected].

 

14. MISCELLANEOUS

 

The Terms of Service, together with the Privacy Policy, 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. No agency, partnership, joint venture, employee-employer, franchisor-franchisee relationship is intended or created by these Terms of Service. Participate Learning may assign its rights and duties under these Terms of Service to any party at any time without notice to you, but you may not assign these Terms of Service to any party without the prior written consent of Participate Learning. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms of Service. 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.

 

19. CONTACT US

 

If you have any questions regarding our Terms of Service, you may contact us at [email protected].

© 2023 Participate Learning