Terms of Service
Welcome to Noodle. This site is dedicated to giving students, parents and educators access to a comprehensive network of information that is safe and secure. To that end, we have set forth these Terms of Service. By accessing or using the Noodle Site, you agree to the Terms of Service. The Terms are a legally binding contract between you and Noodle. If you do not agree with any of the Terms of Service, please leave this website and do not use the Noodle Site.
The Noodle Site is intended to be a safe community to learn and exchange ideas, but it is still open to the public and you should exercise your best judgment when posting personal information on the Internet. Noodle discourages you from divulging personal phone numbers and addresses or other information that can be used to identify or locate you in public areas of the Noodle Site. In addition, to use the Noodle Site, you must be at least 13 years of age and able to enter into a valid and legally enforceable agreement. Your use of the Noodle Site must not violate any law or regulation.
Your Noodle Account
When you use the Noodle Site, you may have the opportunity to create an account. To create an account, you are required to select a password, user name, and provide an email address you own and use. You may not use some features of the Noodle Site without an account.
3.1 All information you submit to Noodle must be truthful, complete, accurate and up-to-date. You must maintain the accuracy of that information. You must not enter or use a false name, use an email address that is owned or controlled by another person or use a name subject to any rights of a person other than yourself without appropriate authorization. You must not create accounts by automated means or under false or fraudulent pretenses.
3.2 Your account is for your personal use only. You are responsible for maintaining the confidentiality of the password for your account and you are fully responsible for all activities that occur under your account. You agree to immediately notify Noodle of any unauthorized use of your account and exit from your account at the end of each session.
3.3 Noodle may delete your account if you violate these Terms of Service. Noodle reserves the right to refuse registration of, or cancel your account in its sole and absolute discretion. Noodle may terminate your access to all or any part of the Noodle Site at any time, for any or no reason, with or without prior notice, and without liability.
Using The Noodle Site
4.1 You agree not to use the Noodle Site, intentionally or unintentionally, to violate any applicable local, state, national or international law.
4.2 You agree not to use the Noodle Site to interfere with the rights of other users. You agree not to collect any information about other users (including usernames and/or email addresses) for any purpose other than to interact with other Noodle users or members. You agree not to create or transmit unwanted electronic communications such as “spam” to other users of the Noodle Site or otherwise interfere with other users’ use and enjoyment of the Noodle Site. You agree not to transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature. You agree not to use the Noodle Site to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene.
4.3 You agree not to take any action that could, in our sole discretion, disable, overburden, damage, or impair the Noodle Site or Noodle’s IT infrastructure, or interfere with any other use of the Noodle Site, including, but not limited to, any user’s ability to engage in real-time activities. You agree not to use any robot, spider or other automatic device, process or means to access the Noodle Site for any purpose, including monitoring or copying any of the material on the Noodle Site. You agree not to use any manual process to monitor or copy any of the material on the Noodle Site or to engage in any other unauthorized purpose without the express prior written consent of Noodle. You agree not to otherwise use any device, software or routine that interferes with the proper working of the Noodle Site or otherwise attempt to interfere with the proper working of the Noodle Site. You agree not to modify, adapt, translate, or reverse engineer any portion of the Noodle Site. You agree not to remove any copyright, trademark, or other proprietary rights notices contained in or on the Noodle Site. You agree not to reformat or frame any portion of the Noodle Site.
4.4 You agree that you will not allow any third-party to violate these Terms.
5.1 Your Content: You retain any ownership that you have of the Content that you post on the Noodle Site. You agree to the following without any additional compensation to you.
5.1.1 Warrantees: You represent and warrant that you own or otherwise control and that no other owns all of the rights to the Content that you post on the Noodle Site, that the Content is accurate, that it does not violate these Terms and that it will not cause injury to any person or entity.
5.1.2 Creations: You grant Noodle a license to your Content Rights (as defined below in Section 8.2) that is non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully sub licensable, and fully paid-up for any Content that you submit to the Noodle Site.
5.1.3 Ideas and Information: You grant Noodle the right to use any material, information, ideas, concepts, know-how or techniques contained in any communication you send to us for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information.
5.1.4 Attribution: You grant Noodle the right to use your name, image, voice, likeness or any other personally identifiable information in connection with Content that you submit to the Noodle Site.
5.1.5 Moral Rights: If it is determined that you retain moral rights (including rights of attribution or integrity) in any Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion, and exploitation of the Content by Noodle or its licensees, successors, and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content; and (d) you forever release Noodle, and its directors, officers, employees, stockholders, agents, licensees, successors, and assigns, from any claims that you could otherwise assert against Noodle by virtue of any such moral rights.
5.2 Content Quality: Noodle cannot and does not guarantee the accuracy, integrity, or quality of the Content submitted by third parties via the Noodle Site nor does Noodle control such Content. You understand that by using the Noodle service you may be exposed to Content that is offensive, indecent, objectionable, and/or illegal in your jurisdiction. Under no circumstances will Noodle be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content.
5.3 Social Media Content: The Noodle Site may give you the opportunity to submit Content through Facebook, Twitter, Tumblr and similar sites, which we refer to as “Social Media Content.” You agree that such Social Media Content (1) is provided subject to all of the same terms, licenses, and conditions as other Content submitted to the Noodle site, (2) may include personally identifiable information regarding you and be published at the Noodle site together with such personally identifiable information in order to attribute the Social Media Content to you, and (3) may be retained and treated by Noodle in the same manner and subject to the same conditions as other Content submitted to the Noodle site.
5.4 Prohibited Content: You are responsible for complying with all laws applicable to the Content you submit via the Noodle Site. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. You must not post any Content that is not based in fact, is defamatory or libelous in nature, insults or harasses other users or third parties. You may not post Content that falsely expresses or implies that such Content or material is sponsored or endorsed by Noodle. You may not post Content that, in the sole discretion of Noodle, violates these Terms, including but not limited to Content that:
§ contains vulgar, profane, abusive or hateful language, epithets or slurs, text or illustrations in poor taste, inflammatory attacks of a personal, racial or religious nature, or expressions of bigotry, racism, discrimination or hate;
§ is defamatory, threatening, disparaging, grossly inflammatory, false, misleading, deceptive, fraudulent, inaccurate, unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights of any third party, is unreasonably harmful or offensive to any individual or community, contains any actionable statement, or tends to mislead or reflect unfairly on any other person, business or entity, is harassing or advocates harassment;
§ violates any right of Noodle or any third party;
§ discriminates on the grounds of race, religion, national origin, gender, age, marital status, sexual orientation or disability, or refers to such matters in any manner prohibited by law;
§ violates any municipal, state or federal law, rule, regulation or ordinance, or attempts to encourage such an evasion or violation;
§ unfairly interferes with any third party's uninterrupted use and enjoyment of the Noodle Site;
§ advertises, promotes or offers to trade any goods or services, except in areas specifically designated for such purpose;
§ includes images, photos, articles or other content that constitutes, promotes or encourages illegal acts, physical harm, violation of any right of any individual or entity, violation of any local, state, national or international law, rule, guideline or regulation, or otherwise creates liability;
§ "inflames" any individual or entity (e.g., sends repeated messages related to another user and/or makes derogatory or offensive comments about another individual), or repeats prior posting of the same message under multiple threads or subjects;
§ is unrelated to the topic of the area to which it is submitted;
§ disguises the origin of the post; or
§ seeks or recommends providers of material that exploits in any manner people under the age of 18, or seeks or recommends providers that solicit personal information from anyone under 18.
5.5 Infringing Content: If you believe that Content on the Noodle Site infringes your intellectual property rights, send an email to [email protected] including:
§ identification of the rights you believe to have been infringed, such as a copy or description of a copyrighted work or the specific word, symbol, etc. in which you have trademark rights, along with how you came to hold those rights; § identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material, such as the precise url (web address) on which it appeared, along with any copies you have of that web page; § adequate information by which we can contact you (including your name, postal address, telephone number and e-mail address);
§ a statement that you have a good faith belief that use of the material is not authorized by the intellectual property owner, its agent or the law;
§ a statement that the information in the written notice is accurate;
§ a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the intellectual property owner; and
§ your physical or electronic signature.
If you knowingly materially misrepresent that material or activity on the Noodle Site is infringing your copyright, you may be held liable for damages, including costs and attorneys’ fees. If Noodle receives a valid notice of infringement of intellectual property rights, Noodle will promptly remove or disable access to the allegedly offending Content. If you believe that your Content was removed by mistake, we will give you an opportunity to appeal. If you repeatedly infringe others’ intellectual property rights, we will disable your account.
5.6 Noodle reserves the right, in its sole discretion, to edit, reject, refuse to post or remove any Content (including private messages), including Content you or third-parties have posted. A violation of certain of these Terms may be referred to law enforcement authorities. Noodle reserves the right to disclose any information as necessary to satisfy any law, regulation or governmental request without your consent or prior notice to you.
Noodle features the work of independent contributors, or “Experts,” in a number of fields to enrich the dialog on the Noodle Site and make it a more powerful resource.
6.1 Noodle expects Experts to provide unique insight and strives to provide them with the autonomy and intellectual freedom they need to be dynamic, active participants in the community. You acknowledge that Noodle does not control the information submitted by Experts’ or any users’ and that any opinions, advice, services, offers, other information or Content that are disseminated through the Noodle Site are of their respective authors, not Noodle. You also acknowledge that users, Experts and other writers and contributors are solely liable for their content. You acknowledge that Noodle cannot and does not warrant or represent that it monitors, independently researches or verifies any Content.
6.2 Noodle’s aim is for Experts to be chosen by or among the community, in a way that reflects the collective knowledge of the dedicated, passionate and well-informed individuals that choose to participate. Although Noodle may refer to an independent contributor as an “Expert,” you understand that we rely on the information such contributors and other users provide us in deciding to do so, and that we do not independently verify or attempt to confirm any information that they provide.
6.3 We at Noodle would like the selection of Experts to reflect the values of our users and independent contributors may be selected as Experts for any number of reasons. Noodle does not represent or guarantee that any Expert has achieved any particular level of expertise or knowledge or has any specific qualifications or credentials, without limitation, as to the subject matter to which their contributions relate.
6.4 Noodle may give some Experts the opportunity to describe their own experience. Noodle cannot and does not represent or warrant the accuracy, completeness or truthfulness of the qualifications or credentials of any contributor, or of any other users of the Noodle Site.
6.5 Independent contributors, even if characterized as an “Expert,” are not employees of Noodle or its affiliates.
Links and Advertisements
Noodle does not control third-party advertisements or linked media. You acknowledge that we do not review or monitor any web sites, advertisements, or other media linked to or available through the Noodle Site and you agree that we are not responsible for the availability of such external services, and that we do not endorse and are not responsible or liable for any content, accuracy, quality, advertising, products or other materials on or available from such services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through such services.
The terms defined in the above paragraphs have the meanings set forth therein and the terms defined in this paragraph have the meanings set forth herein.
8.1 By “Content” we mean text, files, images, photos, videos, sounds, musical works, works of authorship or any other such material, including Social Media Content.
8.2 By “Content Rights” we mean the right to adapt, archive, copy, delete, display, distribute, import, modify, perform, publish, reproduce, sell, store, translate, use and create derivative works a piece of Content in any form, medium, software or technology of any kind now existing or developed in the future as well as any rights necessary to prevent content from being “lifted” or used without attribution by third-party sites.
8.3 By “Noodle” we mean Noodle Education, Inc. a Delaware corporation.
8.4 By the “Noodle Site” we mean the any information, websites, features or services available through http://www.noodle.org, http://www.noodle.com, or any linked pages or domain owned and operated by the Noodle.
We at Noodle hope that the Noodle Site continues to grow and evolve. You agree and understand that these Terms of Service and the Noodle Site may be modified at any time without prior notice and such modifications will be effective upon Noodle’s posting of the new terms and/or upon implementation of the new changes on the Noodle Site. You agree to review the Terms of Service periodically so that you are aware of any modifications. Your continued use of the Noodle Site after any modifications indicates your acceptance of the modified Terms of Service. Unless expressly stated otherwise by Noodle, any new features, new services, enhancements or modifications to the Noodle site and service implemented after your initial access to the service shall be subject to these Terms of Service.
These Terms of Service shall remain in full force and effect while you use the Noodle Site or have an account on the Noodle Site. You may terminate your account at any time, for any reason, by following the instructions on the Member's Account Settings page. Noodle may terminate your account at any time, without warning. Even after your account is terminated and you stop using the Noodle Site, these Terms will remain in effect.
NOODLE.COM IS PROVIDED ON AN “AS IS” BASIS. NOODLE AND ITS LICENSORS AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO THE OPERATION OF NOODLE.ORG OR ANY SOFTWARE, INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON OR IN ASSOCIATION WITH THE NOODLE SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NOODLE AND ITS LICENSORS AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOODLE AND ITS LICENSORS AND AFFILIATES FURTHER DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN NOODLE.ORG. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOODLE IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OF THE NOODLE SITE OR ANY OTHER THIRD-PARTY. Noodle does not warrant or covenant that the Noodle Site will be available at any time or from any particular location, will be secure or error-free, that defects will be corrected, or that the Noodle Site is free of viruses or other potentially harmful components. Any material or Content downloaded or otherwise obtained through the use of the Noodle Site is accessed at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM NOODLE OR NOODLE.ORG SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Limitation on Liability
Noodle shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Noodle’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation (including “line-noise” interference). WITHOUT LIMITING THE FOREGOING, NOODLE AND ITS AFFILIATES, LICENSORS AND SUPPLIERS WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NOODLE’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO NOODLE FOR NOODLE.ORG IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) $500. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York and the United States of America. Any controversy or claim arising out of or related to these Terms shall be settled solely and finally by arbitration administered in New York, New York before one arbitrator selected by the American Arbitration Association. The arbitration shall be conducted in accordance with the expedited procedure rules of the American Arbitration Association, unless the parties agree to different rules of arbitration. Judgment upon the award rendered may be entered in any court with proper jurisdiction. The predominantly prevailing party will bear all fees and expenses payable to the arbitrators.
You agree to indemnify and hold Noodle, its parents, subsidiaries, affiliates, officers, directors, stockholders, agents, and employees, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your access or use of the Noodle Site, (ii) the violation of the Terms of Service by you (including all other agreements, policies, rules, and guidelines referred to herein), or (iii) the infringement by you, or any third party using your account or User ID or password, of any intellectual property or other right of any person or entity.
The failure of Noodle to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Noodle is a trademark of Noodle Education, Inc. The Terms of Service operate to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is (i) deemed amended to the extent necessary to conform to applicable law, (or) severable from this Agreement, and does not affect the validity and enforceability of any remaining provisions. These Terms (including all other agreements, policies, rules, and guidelines referred to herein) constitute the entire agreement between you and Noodle regarding the use of the Noodle Site.
Effective: August 13, 2014