Terms

YOUNOODLE TERMS OF SERVICE

(To access our new Terms of Service, effective November 2, 2015, click here)

Welcome to YouNoodle! This document, our Terms of Service (“Terms”) governs your and our rights and responsibilities when you access and use the YouNoodle Services. This includes both the social website at www.YouNoodle.com (“Social” or the “Site”), and Podium, our competition platform and administration tool.

1. RULES ABOUT YOUR USE OF OUR SITE AND SERVICES

a. Our Terms and Policies are Binding: By using the YouNoodle Services, you agree to be bound by these Terms, our Privacy Policy, and any additional terms or policies made available, whether you create an account or not. If you have questions, email us at support@younoodle.com.

– If you do not want to be bound by our Terms, please do not use the YouNoodle Services!

b. You May Not Misuse Our Site or Services: Please don’t misuse the YouNoodle Services! This means, for example (but without limitation), that you may not do things like data mining, database stealing, scraping, reformatting or framing, interfere with our Services’ functions, circumvent our security, or help third parties misuse our Services in any way. As should be obvious, you are only allowed to use the YouNoodle Services as permitted by law. If we suspect that you are not complying with our Terms, Policies, or the law, we may suspend or stop providing our Services to you.

2. RULES ABOUT YOUR USE OF YOUNOODLE’S CONTENT

a. You Can Use Our Content Only to Access and Use Our Services: YouNoodle grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use our Services, including accessing and viewing all YouNoodle content. This license is for the sole purpose of enabling you to use and enjoy our Services in the manner permitted by these Terms. YouNoodle owns all content and subject matter included on or within the Service, and all Intellectual Property Rights in or related to YouNoodle’s Service or any such content or other subject matter (“YouNoodle Content”) except what is explicitly granted to you in these Terms.

b. You Cannot Use Our Content For Other Purposes Without Our Permission: Except as expressly provided in these Terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, or otherwise exploit YouNoodle’s Content without our express permission.

3. RULES ABOUT CREATING ACCOUNTS

The Following rules apply to these groups:

a. Be Truthful!: In order to use certain features of YouNoodle you must create a YouNoodle account. You can use the same user account and password for both Podium and Social, or you can use a different email address. You agree that the information that you provide to us upon registration, and at all other times will be true, accurate, current and complete. When you create an account with YouNoodle, we give you access to our Services in our sole discretion.

– Please review our Privacy Policy for more information about account creation and data shared with YouNoodle.

b. To become a Member you must be at least 13 years of age. If you are under 13, please do not attempt to register to use our Services.

c. Each User Must Have Their Own Account: There are no group accounts. Each member of a team that uses Podium for a competition must have their own account. Users on the team can each access the Competition page using their account and can link to the submission on their Social profile.

d. YouNoodle Groups: Users generally must consent to be a part of a group. However, some users may be migrated into groups on Social if they previously were part of that group on the YouNoodle Facebook Application. Please contact us if you would like to be removed from a group.

e. Administrative Access Podium Account: Users who create or are assigned an individual or group administrative account (e.g. as a competition organizer or judge) agree to be bound by these Terms. This includes any administrators and judges whose permissions are assigned by a person or entity other than YouNoodle.com (e.g. a current, valid administrator for a competition.

f. Account Security: When you register, you will be asked to choose a user name and a password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken under your password, whether or not you have authorized such activities or actions.

– We care about your security, so please immediately notify YouNoodle of any unauthorized use of your password.

g. We Can Suspend or Terminate Your Account At Any Time: We may permanently or temporarily terminate or suspend your access to our Services, and remove any material (including User Content) from our Site or servers, without notice or liability to you, if in our sole determination we determine you violated any provision of these Terms, or for no reason.

h. We Can Delete Information From Your Account at Any Time: Sometimes, we will have to respond quickly to legal, technological, or other situations that require us to modify or remove content on our Services. You agree that YouNoodle, in its sole discretion, may remove any User Content from any YouNoodle Service, at any time and for any or no reason.

4. RULES ABOUT SUBMITTING USER CONTENT USING PODIUM

a. YouNoodle is Not Affiliated with Competitions or Their Organizers: Even though YouNoodle provides a platform and related services for Competitions, we are not affiliated with any Competition or its organizers. We have no responsibility with respect to the Competition, its quality, legality, administration, conduct or judging, or any content on the Competition’s site.

– Please note that some Competitions will include their own separate terms, conditions, and rules. You must agree to be bound by both YouNoodle’s Terms and any additional Competition terms in order to participate in a Competition. However if they conflict, YouNoodle’s Terms will apply unless it is clearly and prominently stated otherwise in their policy..

b. Your Ideas are Original: You promise that the business plan and the ideas contained in it are original with your team.

c. You Retain Your Rights in the Content You Submit: Podium allows you to submit or upload content, which can be anything from text, like a business plan, to images or other documents. We call all such user-submitted content “User Content.” You retain all of your rights in the User Content that you upload or otherwise submit to our Services, except those you license to YouNoodle [See section: Our Right to Use Your Content].

d. Only Submit Content If You Own The IPR: Whenever you submit User Content to us, you promise YouNoodle that you own or have all the necessary rights, consent, and permissions in that content, including but not limited any rights, consent, or permissions related to Intellectual Property Rights, as defined below. When we use the term “Intellectual Property Rights (“IPR”)” in these Terms, we mean all patent rights; copyright rights; moral rights; rights of publicity; trademark, trade dress and service mark rights (and associated goodwill); trade secret rights; and all other intellectual property and proprietary rights as may now exist or hereafter come into existence, and all applications for any of these rights and registrations, renewals and extensions of any of these rights, in each case under the laws of any state, country, territory, or other jurisdiction including in galaxies far, far away.

– Yes, we are completely serious about this!

e. Our Right to Use Your Content: When you submit or upload content to YouNoodle’s Services, you grant YouNoodle and our partners a worldwide, non-exclusive, royalty-free, sub-licensable, transferable license to use, host, store, reproduce, modify, create derivative works (like translations or adaptations to make your content work better with our Services), communicate, publish, publicly perform, publicly display, and distribute such content. You also irrevocably grant other users of YouNoodle’s Site and Services the right to access your User Content in connection with their use of YouNoodle’s Services.

– This may seem complicated, but we need all of these licenses just to provide our Services to you, because when we store your content and display it to you and others, we necessarily have to host it, store it, reproduce it, publish it, and so on; and other users need a license to load your content on their machines. We also may have to transmit it to others as part of a competition. Please remember, these are all just licenses — you own your content, not us!

f. You Will Not Submit Inappropriate or Illegal User Content: You agree that any User Content you submit to the YouNoodle Services, does not and will not violate any law or infringe the rights of any third party, including but not limited to publicity rights, rights of privacy, defamation and obscenity laws, or any other applicable rights or laws. You also agree not to submit any User Content of an adult, sexual, or controversial nature (no porn, please!).

g. Your User Content is Your Responsibility: YouNoodle takes no responsibility for, assumes no liability for, and does not endorse any User Content that violates any law or infringes the rights of any third party.

h. You Are Responsible for Meeting Deadlines: We want YouNoodle to be up and running as much as you do, but we have no responsibility or liability with respect to any times our Site or Services may be slow, inaccessible, or non-operational. It is your responsibility to plan ahead to meet any deadlines associated with competitions.

– Don’t Procrastinate… We will have no responsibility or liability if you miss a deadline because of technical issues related to our Services!

i. Use of Information by Organizers and Judges: When you participate in a Competition, your information and content may be disclosed to Competition organizers and judges, as described in these Terms, our Privacy Policy, and any relevant terms and conditions that Competition organizers may provide. While we expect all participants in Competitions and other YouNoodle Services to be honest and respectful of others, we cannot control the actions of others, and so we shall have no responsibility or liability for any Competition organizers’ or judges’ use of your information or business plan.

RULES FOR USERS OF PODIUM WHO HAVE ADMINISTRATIVE ACCOUNTS:

a. Who Has Administrative Access: Users can be granted administrative access by YouNoodle Inc., or by other administrators. This also includes Judge accounts. YouNoodle employees can be administrators or judges for competitions, when requested by a competition.

b. Obligation to Keep Information Secure: If you are a judge or organizer using Podium with an administrative access account, you recognize that you may receive personal or confidential information from individual users, businesses, or other entities (“User Confidential Information”), including business plans and other confidential or proprietary information. You must use at least the same degree of care in safeguarding the User Confidential Information as you would use in safeguarding your own confidential information. In no event shall you use less than due diligence and care in handling User Confidential Information. You shall only forward such User Confidential Information to others within your organization on a need to know basis.

c. YouNoodle Not Responsible for Violations By Organizers or Judges: If you are found to have violated these Terms or any agreements between you and Business Plan Competition participants or organizers, YouNoodle is not responsible and will not be liable for such violations.

RULES ABOUT USING THE SOCIAL PLATFORM:

a. Your Interactions with Other Users: While we provide a platform for you to interact with other Users, you are solely responsible for your interactions with other Users. We will have no liability for your interactions with other Users, or for any other User’s action or interaction. Please help us keep YouNoodle a respectful, honest community.

b. You can delete your Social Account: You may close your Social account at any time by emailing us at support@younoodle.com. We will handle your request within 30 days of receipt. Please remember that if you terminate your account, you will no longer be able to access it.

5. Privacy and Security

We care about your privacy and security! By using the YouNoodle Services, you agree to be bound by our Privacy Policy. Notably, you agree to have your information collected, used, transferred to, and processed in the United States.

While we work hard to protect your privacy and security, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. You acknowledge that you provide your information to us at your own risk.

6. Third-Party Links, Sites, and Services

When you use our Site and Services, you may encounter links to third-party websites, services, events, or activities that are not owned or controlled by YouNoodle. We do not endorse or assume responsibility for such third-party sites, information, materials, products, services, events, or activities. If you access any third-party website, service, or content from our Site or Services, you do so at your own risk. YouNoodle will have no liability arising from your use or access to any third-party website, service, or content.

7. WARRANTIES AND DISCLAIMERS

THE YOUNOODLE SERVICES, INCLUDING ANY “BETA” RELEASES, ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE OUR SITE AND SERVICES AT YOUR OWN RISK. WE MAKE NO COMMITMENTS OR PROMISES ABOUT THE CONTENT OF OUR SOCIAL SITE OR PODIUM PLATFORM OR RELATED SERVICES; OR THAT THE INFORMATION ON YOUNOODLE,, WILL BE ACCURATE, TIMELY, OR COMPLETE. YOUNOODLE AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY FOR OUR SERVICES

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF OUR SITE AND SERVICES, YOUNOODLE’S CONTENT, AND USER CONTENT REMAINS WITH YOU AND YOU USE THE SERVICES AT YOUR OWN RISK. YOU AGREE THAT NEITHER YOUNOODLE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE CONTENT, SITE, OR SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR FROM THE SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, USER CONTENT, YOUNOODLE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOUNOODLE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT WILL YOUNOODLE’S AGGREGATE LIABILITY, OR THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, USER CONTENT OR YOUNOODLE CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOUNOODLE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.

YouNoodle’s Site and Services are controlled and operated from our facilities in the United States. We make no representations that our Site, Services, YouNoodle’s Content, or User Content are appropriate or available for use in other locations. Those who access or use YouNoodle’s Site or Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable national, state, local or other laws, statutes, directives, rules, regulations, and all interpretations or orders of any government, administrative or regulatory authority or court, including but not limited to those related to export and import of software, technical information or services. You may not use our Site or Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

9. INDEMNITY

You agree to defend, indemnify, and hold YouNoodle, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (i) your access to or use of the Site, Services, and all YouNoodle and User Content; (ii) your violation of these Terms of Service; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party.

10. GENERAL TERMS

a. Modification of Terms, Site, or Service: YouNoodle’s Services are always developing. If we modify our Terms or other legal agreements, we will notify you of changes to our Terms on this page. (We may do so, for example, when changes in the law or our Services require us to alter our agreements with you.) You should look at our Terms regularly, to make sure you are up to date. If any modifications are unacceptable to you, your only remedy is to stop using this Site and our Services, and though we would hate to lose you, to terminate your YouNoodle account. If you continue to access or use our Site or Services after we notify you of these changes, you will have agreed to be bound by those changes.

b. Export Control: Any software, technology, or electronic transmission of information obtained from YouNoodle originates in the United States and is subject to United States export laws and regulations. Such software and technology may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, software and technology obtained from YouNoodle may be subject to the import and export laws of other countries. It is your responsibility to comply with all U.S. and foreign export and import laws and regulations, and you may not, by electronic transmission or otherwise, violate any applicable export control law or regulation.

c. Relationship of these Terms to Third Parties: These terms control the relationship between YouNoodle and you. They do not create any third-party beneficiary rights.

d. Entire Agreement: These Terms are the entire agreement between you and YouNoodle concerning our Site and Service.

e. No Waiver: If you do not comply with these Terms and YouNoodle does not take action right away, this does not mean that we have given up any rights we may have, like taking action in the future.

f. Governing Law: Any claim or dispute between you and YouNoodle arising out of or relating to these Terms, in whole or in part, will be litigated exclusively by a court of competent jurisdiction located in San Francisco County, California. You and YouNoodle both consent to personal jurisdiction in those courts.

g. Severability: If any term or section of these Terms is unenforceable, this unenforceability will not affect any other terms.

h. Assignment: The Terms are not assignable, transferable or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. Any assignment attempted in violation of the Terms shall be void.