Inclusivv Pilot Program Terms of Service 

This Pilot Program Terms of Service Agreement (including all other terms and policies referenced herein, this “Agreement”) constitutes a legal agreement between Civic Dinners, Inc. d/b/a Inclusivv, a Delaware public benefit corporation (“Inclusivv”) and the party identified as the “participant” who accepts it (the “Participant” or “you”). This Agreement enters into effect on the Effective Date and governs your interaction with Inclusivv, its Platform, and the Services throughout your participation in the Pilot Program (as defined below). Inclusivv and the Participant may be referred to herein, individually, as a “Party”, and collectively, as the “Parties”.

By registering to use, logging into, accessing, or using the Platform, participating in the Pilot Program, or by otherwise indicating your acceptance to this Agreement whenever the option is presented to you (including via a checkbox, sign-up button, or through the initial registration process): (a) you are acknowledging that you have read and understand the most current version of this Agreement; (b) you are representing that you are eighteen (18) years of age or older and of legal age to enter into a binding contract with Inclusivv; and (c) you are accepting this Agreement and agree that you are legally bound by its terms. Further, if you are entering into this Agreement on behalf of a legal entity, government entity, or other organization type, (a “Legal Entity”) that is not a natural person, you acknowledge, represent, and warrant that you have all of the requisite rights, power, and authority to bind such Legal Entity to this Agreement and that you are expressly doing so.

1. Changes to this Agreement.

            1.1       Changes to this Agreement. Inclusivv may revise and update this Agreement from time to time at its sole discretion. In such a case, Inclusivv will provide the Participant with advance notice of such changes.

            1.2       Effective Date of Changes. Changes to this Agreement become effective on the date on which Inclusivv posts the latest version, which is the date appearing next to the label “Effective as of” at the top of this Agreement (the “Agreement Revision Date”). The Participant is provided with links to review the most current version of this Agreement at any time on Inclusivv’s website. The Participant acknowledges and agrees that registering for, logging into, accessing, or using the Platform, or participating in the Pilot Program after any Agreement Revision Date indicates the Participant’s acceptance to the version of the Agreement in effect on that date, which are binding upon the Participant.

2. Inclusivv Services; Pilot Program.

            2.1       Services - General. Inclusivv brings people together to have conversations that matter. With the help of its proprietary Platform and Conversations (as defined below), Inclusivv creates powerful dialogs that inspire positive social change and helps people organize and take action together.

            2.2       Pilot Program. In connection with the Services, Inclusivv offers a program (the “Pilot Program”) through which the Participant, as a volunteer, will collaborate with other volunteers and with Inclusivv to create, develop, improve, test, and participate in new Conversations, including, for example, summaries, prompts, and questions in connection therewith (all such Conversations, the “New Conversations”). The Pilot Program is intended to create and enhance New Conversations for subsequent inclusion into Inclusivv’s Services, to further positive social change in local communities. The Participant hereby expressly grants permission to Inclusivv to record the Participant and Participant’s activities in connection with the Pilot Program for Inclusivv to use for its internal business purposes.

            2.3       Platform. In connection with the Pilot Program, Inclusivv may provide the Participant with access and use of its Platform. Accordingly, subject to the terms and conditions of this Agreement, for the duration of the Term, Inclusivv grants to the Participant a non-exclusive, non-transferable, non-assignable, limited personal right to access and use the Platform (as such Platform may be modified, revised, and updated by Inclusivv, from time to time, in accordance with this Agreement), solely for the purpose of accessing and using the same for the purposes of participating in the Pilot Program.

            2.4       Platform Restrictions. The Participant shall not directly or indirectly: (a) access or use the Platform beyond the scope of any license granted hereunder; (b) knowingly transmit or upload any material through the Platform containing viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing Inclusivv’s, or any other person’s or entity’s, network, computer system, or other equipment; (c) interfere with or disrupt the Platform, networks or servers connected to the Inclusivv systems or violate the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering of any of the information submitted through the Platform; (d) attempt to gain unauthorized access to the Platform, other Inclusivv customers’ computer systems or networks using the Platform through any means; (e) bypass or breach any security device or protection used by the Platform or access or use the Platform other than through the use of then valid access credentials; (f) utilize the Platform to design or build, or guide, instruct, or train any third party to design or build any product or service with functionalities substantially similar to the Platform or that competes with the Platform; (g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features, functionality, components, elements or parts of the Platform, to any third party; or (h) use the Platform for any unlawful purpose or in violation of any applicable law or in a way infringing upon any Third Party’s intellectual property or any other proprietary rights.

3. No Compensation Due to Participant. The Participant expressly acknowledges and agrees that participation in the Pilot Program is entirely voluntary, and that Participant is doing so strictly on a volunteer basis. No fees or other compensation of any kind shall be due or payable to the Participant for or in connection with the Participant’s participation in the Pilot Program or otherwise in connection with this Agreement. The Participant further agrees that participation in the Pilot Program (in which the Participant will have the opportunity to help create and influence community discussions) is adequate consideration for the Participant to enter into this Agreement and to be bound by its terms.

4. Intellectual Property Rights.

            4.1       Inclusivv Intellectual Property. All title, ownership rights, and Intellectual Property Rights in and to the Platform, the Services, including without limitation, Conversations (including all New Conversations) and Materials, all Inclusivv Marks, and all Derivative Works of the foregoing, are and will remain owned by Inclusivv or its licensors (if and as applicable). The Participant acknowledges that the Conversations (including all New Conversations) and Materials are and shall remain proprietary information of Inclusivv. All rights not expressly granted to the Participant are reserved and retained by Inclusivv and its licensors. Further, the Participant agrees not to challenge Inclusivv’s rights to any of the foregoing.

            4.2       No Participant Rights to Inclusivv Intellectual Property Rights. The Participant does not acquire any rights or interests in or to the Conversations (including any New Conversations), Materials, or any of their components by virtue of the Participant’s participation in the Pilot Program or by Agreement.

            4.3       Feedback. From time to time the Participant may provide to Inclusivv certain information, suggestions, corrections, or other feedback in connection with the Platform, Services, Conversations (including New Conversations), or Materials (the “Feedback”). All Feedback shall be the sole and exclusive property of Inclusivv, who shall be the sole and exclusive owner of all the right, title, and interest thereto and all Intellectual Property Rights in connection therewith. The Participant hereby assigns to Inclusivv any and all rights that the Participant may have or acquire in such Feedback.

            4.4       Copyrights. The Participant acknowledges Inclusivv’s exclusive rights in and to the Conversations, Materials, and all components thereof and, further, acknowledges that the Conversations, Materials, and the copyrights to them are unique and original to Inclusivv. Further, the Parties acknowledge and agree that, even if Conversations, Materials, or any portions thereof are not copyrightable by law, the Parties agree to treat all such items as if they are copyrightable under U.S. law, with Inclusivv or its licensors (if and as applicable) hold all right, title, and interest to such copyrights. The Participant shall not, at any time during or after the Term of this Agreement, dispute, challenge, or contest, directly or indirectly, Inclusivv or its licensors' exclusive right, title, and interest in and to the Conversations, New Conversations, Materials, and all components thereof and/or the copyrights or the validity thereof. Each Party agrees that Inclusivv will have the right to seek and receive injunctive or other equitable relief for any violation of this Section by the Participant, in addition to any other rights and remedies that Inclusivv may have at law.

            4.5       Transfer and Assignment. The Participant agrees to assign and transfer any Intellectual Property Rights associated with the Conversations, New Conversations, or Feedback that the Participant created, acquired, or may have acquired during the Participant’s participation in, or in connection with, the Pilot Program. The Participant agrees to execute to effect and record such transfer assignment and agrees that this obligation shall survive termination of this Agreement. The Participant agrees to promptly execute, without requiring Inclusivv to provide any consideration therefore, all applicable applications, assignments, instruments, and documents as Inclusivv reasonably deems necessary or desirable in order to effect such assignment and to protect and enforce such rights. The obligation of the Participant to execute materials to effectuate the assignment of such foregoing Intellectual Property Rights to Inclusivv shall survive termination of this Agreement. Further, if the Participant is unavailable, unresponsive, or cannot be located, the Participant hereby appoints any officer of Inclusivv as his, her, or its agent and attorney-in-fact for the purpose of executing and delivering any and all documents necessary or convenient to convey to Inclusivv the foregoing Intellectual Property Rights.

5. Code of Conduct. In the course of its participation in the Pilot Program, the Participant agrees to, at all times, abide by Inclusivv’s code of conduct (the “Code of Conduct”) which is available here https://www.inclusivv.co/code-of-conduct. Inclusivv shall have the right to amend the Code of Conduct from time to time, in its sole discretion.

6. Non-Disclosure; Confidentiality; and Data Protection.

            6.1       Disclosure. During the Term and in connection with the Pilot Program, Inclusivv may disclose to the Participant certain Confidential Information. For purposes of this Agreement, “Confidential Information” includes: (a) any and all technical or business information about the Inclusivv, its products, services, processes, customers, vendors; (b) any ideas or suggestions contributed by you during the discussions, as well as any ideas, developments or inventions conceived by you or others participating in these conversations; (c) any information that might reasonably allow identification of a person (“Personally Identifiable Information” or “PII”) of any natural persons who participate in the Pilot Program or that is made available by Inclusivv to the Participant; and (d) any other information that is or should be known to the Participant as being of a proprietary nature and of value to Inclusivv including all information which is subject to treatment as a ‘Trade Secret’ as defined by the United States The Defend Trade Secrets Act of 2016, as amended). For clarity, all activities that take place during the Pilot Program, including without limitation, all discussions held and materials created in connection with New Conversations shall be deemed Confidential Information.

6.2       Requirement of Confidentiality.

            (a)        The Participant agrees to hold all Confidential Information disclosed to the Participant by Inclusivv in confidence and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Confidential Information disclosed by Inclusivv to any third party, or utilize the Confidential Information disclosed by Inclusivv for any purpose whatsoever other than as expressly contemplated by the Agreement.

            (b)        The Participant acknowledges that the Services and the Documentation, as well as all pricing aspects of Orders issued in connection with this Agreement, are the Confidential Information of Inclusivv. Inclusivv acknowledges that all data input by the Participant into the Services is the Confidential Information of the Participant.

            (c)        With regard to all Confidential Information, the obligations in this Section shall continue for the Term of the Agreement and for a period of five (5) years thereafter; provided, however, that, with respect to any Confidential Information which is a Trade Secret, the obligations shall continue in perpetuity for so long as such information is considered a Trade Secret.

            (d)        The foregoing obligations shall not apply if and to the extent that: (i) the Participant establishes that the information communicated was publicly known at the time of the Participant’s receipt or has become publicly known other than by a breach of this Agreement; (ii) prior to disclosure hereunder was already in the Participant’s possession without restriction as evidenced by appropriate documentation; (iii) subsequent to any disclosure hereunder, the information is obtained by the Participant on a non-confidential basis from a third party who has the right to disclose such information; or (iv) was developed by the Participant without any use of any of the Confidential Information as evidenced by appropriate documentation. Notwithstanding anything to the contrary herein, if the Participant is ordered by an administrative agency or other governmental body of competent jurisdiction to disclose the Confidential Information, then the Participant may disclose the requested Confidential Information; provided however, that, the Participant shall first notify Inclusivv prior to disclosure, if allowed by law, in order to give Inclusivv a reasonable opportunity to seek an appropriate protective order or waive compliance with the terms of this Agreement and shall disclose only that part of the Confidential Information which the Participant is required to disclose.

            6.3       Protection of Confidential Information. The Participant will use at least the same degree of care to safeguard Confidential Information that it uses to protect its own confidential and proprietary information, and, in any event not less than a reasonable degree of care under the circumstances. Except as otherwise provided herein, the Parties shall only use Confidential Information to the extent required for the proper use and delivery of the Services.

            6.4       Return of Materials. Upon the request of Inclusivv or upon the expiration or termination of the Agreement, the Participant shall promptly destroy or deliver to Inclusivv its Confidential Information and any notes, extracts, or other reproductions in whole or in part relating thereto, without retaining any copy thereof. Notwithstanding the foregoing, the Participant shall be permitted to retain such copies of Confidential Information as may be reasonably necessary for legal or recordkeeping purposes, including such copies as are embedded in the automated backup of electronic data processing systems.

            6.5       Equitable Remedies. The Parties acknowledge that disclosure or use of the other Party’s Confidential Information in violation of the Agreement may cause irreparable harm to Inclusivv for which monetary damages may be an inadequate remedy and difficult to ascertain. Each Party agrees that Inclusivv will have the right to seek injunctive or other equitable relief for any violation of the confidentiality provisions of the Agreement by the Participant, in addition to any other rights and remedies that Inclusivv may have at law.

7. Term and Termination.

            7.1       Term. The Agreement shall commence on the Effective Date on which the Participant, and shall continue in full force and effect until terminated as set forth herein. During the Term of this Agreement, the Participant may have the opportunity to participate in multiple Pilot Programs.

            7.2       Termination. Without prejudice to any other remedies and in addition to any other termination rights herein, the Parties shall have the right to terminate the Agreement as provided below:

            (a)        By either Party, upon ten (10) days advance notice to the other Party; or

            (b)        By Inclusivv, effective immediately, if the Participant is in breach of the Code of Conduct;

7.3       Effect. Upon expiration or termination of this Agreement for any reason, all rights and licenses granted by Inclusivv hereunder to the Participant will immediately cease; the Participant shall promptly return all Inclusivv Materials (including all that pertain to Conversations and New Conversations) in its possession to Inclusivv.

7.4       Survival. Termination of this Agreement will not affect the provisions regarding each Party’s treatment of Confidential Information, treatment of Intellectual Property Rights, and provisions limiting or disclaiming Inclusivv’s liability, all of which shall expressly survive such termination. Further, any right or obligation of the Parties set forth in this Agreement which, by its nature, should survive termination or expiration hereof, will survive any such termination or expiration of this Agreement.

8. No Warranties. NEITHER INCLUSIVV, ITS AFFILIATES, LICENSORS, OR SUPPLIERS, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO THE PARTICIPANT, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE PLATFORM, THE SERVICES, THE PILOT PROGRAM OR OTHERWISE REGARDING THE AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. THE PLATFORM, SERVICES, AND THE PILOT PROGRAM ARE PROVIDED TO THE PARTICIPANT ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.

9. Limitation of Liability. IN NO EVENT WILL INCLUSIVV, ITS PARENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO THE PARTICIPANT FOR ANY LOST REVENUES OR PROFITS, DELAYS, LOSS OF BUSINESS OR GOODWILL, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ANY PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF INCLUSIVV TO THE PARTICIPANT, UNDER ANY LEGAL OR EQUITABLE THEORY, EXCEED THE LOWER OF (A) THE TOTAL NET AMOUNT ACTUALLY PAID BY INCLUSIVV TO THE PARTICIPANT UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD THAT IMMEDIATELY PRECEDED THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100.00).

10. No Employee or Agency Relationship. The relationship between the Participant and Inclusivv shall, at all times, be that of independent contractors. Nothing set forth in this Agreement is intended to create, nor shall they be deemed or construed to create, any relationship between the Participant and Inclusivv other than that of independent contractors. Neither the Participant nor Inclusivv, nor any of their respective agents, employees, or representatives shall be construed to be the agent, employee, or representative of the other. This Agreement shall not create any rights for any third party. This Agreement shall not create, and shall not be construed as creating, any partnership, joint venture, agency relationship or employer-employee relationship, or any other relationship except that of independent contractors. The Participant shall not bind or attempt to bind Inclusivv into any agreement or relationship with any third party.

11. Miscellaneous.

            11.1     Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto.

            11.2     Assignment. The Participant agrees that it will not assign this Agreement without the prior written consent of Inclusivv. Inclusivv may assign its rights and obligations under this Agreement (in whole or in part) without the Participant’s consent. Any attempted assignment in violation of this Section will be void.

            11.3     Severability. In case any one or more of the provisions of this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

            11.4     Waiver. No failure or delay by Inclusivv to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

            11.5     Governing Law. This Agreement will be exclusively construed, governed, and enforced in all respects in accordance with the internal laws (excluding all conflict of law rules) of the State of Delaware, USA and any applicable federal laws of the United States of America.

            11.6     Arbitration. Except for claims arising from unauthorized disclosures of Confidential Information, or either Party’s violation of the other Party’s Intellectual Property Rights, to which traditional court remedies will apply, any controversy or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be determined exclusively by final and binding arbitration, as administered in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) by an Arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Atlanta, Georgia, and judgment on the award rendered by the Arbitrator may be entered in any court with jurisdiction. The arbitration shall be conducted in the English language. The arbitration shall be conducted by one (1) neutral and impartial arbitrator (the “Arbitrator”). The Parties must agree to appoint a neutral Arbitrator, but if the Parties fail to reach an agreement within ten (10) days, either Party may petition the AAA to select the Arbitrator of its choosing, and the AAA’s decision in connection therewith shall be binding upon the Parties. The Arbitrator shall have the sole power to rule on matters of jurisdiction, arbitrability, timeliness of claims, issue preclusion, and grant permanent equitable relief. Notwithstanding the foregoing, to the extent that it is necessary to prevent irreparable harm that may be caused to a Party by the breach of this Agreement, that Party will be entitled to equitable relief (including an injunction or preservation of evidence) in any court of law having proper jurisdiction, in addition to all other available remedies. The Parties agree that the prevailing Party in any arbitration action hereunder shall be entitled to receive, in addition to all other damages and awards, the costs incurred by such Party in conducting the arbitration, including reasonable attorneys’ fees and expenses, and arbitration costs. In addition to and not in limitation of the foregoing mandatory arbitration requirements, to the extent that it is necessary to prevent irreparable harm that may be caused to a Party by the breach of this Agreement, that Party will be entitled to equitable relief – including an injunction or preservation of evidence – in any court of law having proper jurisdiction, in addition to all other available remedies.

12. Definitions. In addition to the terms otherwise defined in this Agreement or an Order, the following terms have the definitions below:

“Conversation” means content, writings, and works of authorship that are provided by Inclusivv in connection with the Services and that are purposefully designed to begin, facilitate, and curate group conversations.

 “Derivative Works” means any suggestions, contributions, enhancements, improvements, additions, modifications, of or to the Platform, Conversations, Materials, or any Intellectual Property Rights contained therein.

“Effective Date” means the date on which the Participant accepts this Agreement.

“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; (f) semiconductor chips, mask works and the like; and (g) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction throughout in any part of the world.

“Marks” means service marks, trademarks, trade names, logos, and any modifications to the foregoing.

“Materials” means all data, images, documentation, audio, video, audiovisual content, artistic works, writings in any media, and any other content in connection with Conversations.

“Platform” means the online software platform provided by Inclusivv in connection with the Services.

“Services” means all services that Inclusivv provides to its customers including for example access to, and use of, the Conversations and Materials.

Please replace this text, including the brackets, with a URL to the Inclusivv Code of Conduct for participants - this can simply be a webpage with a numbered or bullet point list of ‘dos’ and ‘dont’s’ in plain language.