YOUNOODLE TERMS OF SERVICE
Effective Date: November 2, 2015
Welcome to YouNoodle! We are inspired by all that you do, launching brilliant companies, growing startup ecosystems and changing the world. Above all we hope that you succeed and we want to be part of powering your impact on the world. We are excited to be doing our part to power the Global Startup Revolution - thanks for being part of it!
These Terms of Service ("Terms") constitute a legally binding agreement between you and YouNoodle, Inc. ("YouNoodle") governing your access and use of younoodle.com ("the Site") and the software, services and information made available through the Site (collectively the "YouNoodle Services").
If you do not want to be bound by our Terms, please do not use the YouNoodle Services!
User: Anyone who accesses or uses the Site or YouNoodle Services for any purpose whatsoever.
User Content: Any personal information submitted in creating a YouNoodle Account, as well as any information submitted pursuant to any entry to a competition hosted on the Site or use of the YouNoodle Services, including, but not limited to, research, product plans, business plans, products, services, customers, markets, software, documentation, inventions, processes, designs, drawings, hardware configuration information, business methods, marketing or finances information and/or strategies, digital or photographic images, videos, graphics, text, or audio files.
2. GENERAL RULES ABOUT CREATING ACCOUNTS
Eligibility: To be eligible to create a YouNoodle Account, you must be at least 13 years of age. If you are under 13, you may not attempt to create an account or use the YouNoodle Services.
Use of the YouNoodle Services: To access the YouNoodle Services, you must have a YouNoodle Account established through the online registration process and have agreed to these Terms.
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 agree not to disclose your password to any third party. You are 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.
3. ACCOUNT RULES FOR SPECIFIC ACCOUNT USERS
Competition Entrants - Group Accounts are Not Permitted: For each competition application, individual team members must access the competition through their own individual account. YouNoodle does not permit "group" accounts. The initial entrant of any given competition may invite individual team members to access the team's competition page. Team members who accept the invitation will have access to all team entry details.
Competition Organizers - Responsibilities: Competition organizers may not create accounts on behalf of competition administrators and judges. All users must establish their own account and agree to be bound by these Terms. Competition organizers are responsible for creating and posting the applicable rules, regulations and guidelines for their sponsored competition. Organizers are responsible for ensuring sponsored competitions are in conformance with all applicable laws and that all entrants and judges adhere to its competition rules and applicable laws.
- Invite Only: Although anyone may establish a YouNoodle Account, only those persons who receive an express invitation from a competition organizer or authorized YouNoodle representative are eligible to judge a competition. Judges are responsible to be knowledgeable of, and adhere to, all applicable competition rules, regulations and guidelines.
- Confidentiality: When you accept an invitation to judge a competition, you will have access to User Content. Judges shall treat all User Content as "Confidential Information." Judges agree not to use any Confidential Information disclosed to it for their own personal or commercial use. Judges will not disclose any Confidential Information to third parties for any reason inconsistent with the rules, regulations and guidelines of the applicable competition. Judges shall not use the Confidential Information in any way detrimental to the competition organizer or competition entrant.
Administrative Access: Users can be granted administrative access by YouNoodle or by other competition administrators. YouNoodle employees can be administrators or judges for competitions, when requested by a competition organizer.
4. COMPETITION ENTRANTS: CONDITIONS TO ACCESSING AND USING THE YOUNOODLE SERVICES
YouNoodle is Not Affiliated with Competitions or Their Organizers: YouNoodle provides a platform and related services for third parties to manage and host Startup competitions. Unless otherwise stated in writing, YouNoodle does not host the competitions offered on the Site. We have no responsibility or liability with respect to any third party competition accessed through the Site or the YouNoodle Services, and have no responsibility or liability for the content, quality, legality, administration, conduct, judging, rules, regulations or guidelines relating to any third party competition accessed through the Site or the YouNoodle Services.
Additional Competition Eligibility Requirements & Competition Rules: Although prospective entrants may establish a YouNoodle account at any time, competition organizers may also require entrants to confirm that you meet all the eligibility requirements to participate in a competition. Entrants are solely responsible for reviewing, agreeing to and understanding the competition rules, regulations and guidelines posted by any competition organizer.
Taxes: All taxes associated with any prizes received from by you pursuant to your use of the Site and/or the YouNoodle Services are the sole responsibility of the recipient. You are responsible for paying all required taxes under applicable law.
User Content Representations and Warranties: You represent and warrant that (i) all User Content submitted is original; (ii) you have all right, title, license and authority to upload, submit and post the User Content; (iii) all User Content submitted does not contain any information that is false, intentionally misleading, defamatory or libelous, (iv) User Content does not violate, infringe or misappropriate on the intellectual property or other rights associated with any third parties, including, but not limited to, copyright, trademark, patent, trade secrets, moral rights, rights of publicity or privacy rights, and (v) User Content does not violate any statute, law, ordinance or regulation of any state, country, territory, or other jurisdiction including in galaxies far, far away.
Responsibility 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!
User Content License: By entering into these Terms, YouNoodle is not claiming ownership rights to any User Content you submit pursuant to any competition hosted on the Site. However, we do need permission to use the Content to (i) share with competition hosts, judges, and administrators and (ii) facilitate the delivery of YouNoodle Services to its users. Accordingly, you grant to YouNoodle a perpetual, worldwide, non-exclusive, royalty-free right and license to use, host, store, copy, display, publish, perform, create derivative works from (such as make translations or adaptations to make your content work better with the YouNoodle Services), distribute, transmit and sublicense User Content in any form, in all media now known or hereinafter created, anywhere in the world. You hereby irrevocably waive any claims based on moral rights, if any. You also irrevocably grant other users of YouNoodle's Site and Services, such as the judges and organizers of any given competition in which you participate, the right to access such User Content in connection with their use of the Site and YouNoodle's Services.
No Responsibility for Content: YouNoodle is not responsible for content posted by any users of the Site. You are solely responsible for your interactions with other users of the Site and any content that you post. YouNoodle shall not be liable for any damage or harm resulting from any content or your interactions with other users on the Site. YouNoodle reserves the right, but has no obligation, to take any action to restrict or remove access to any content, objectionable or otherwise, posted by Site users.
5. RULES ABOUT YOUR USE OF OUR SITE AND SERVICES
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 YouNoodle Services' functions, circumvent our security, or help third parties misuse the YouNoodle 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 the YouNoodle Services to you.
You Shall Not Submit Inappropriate or Illegal Content: You shall not submit any obscene or sexually explicit content.
Removal of Information From Your Account at Any Time: Sometimes we may have to respond quickly to legal, technological, or other situations that require us to modify or remove content on our Site. YouNoodle, in its sole discretion, may remove any User Content from the Site, at any time and for any or no reason.
You Cannot Use YouNoodle 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.
6. PURCHASE OF YOUNOODLE SERVICES
YouNoodle offers certain services and software to users on a subscription or fee-only basis subject to the following:
- Payment: All fee-based and subscription services are quoted on the Site in U.S. dollars. You agree to provide us with your debit or credit card information prior to placing an order and you expressly authorize us to charge your debit or credit card to process the transaction.
- No Refunds: Fees will not be prorated upon cancellation and/or termination and all fees paid through the date of termination are nonrefundable.
7. PRIVACY AND SECURITY
8. THIRD-PARTY CONDUCT, LINKS, SITES, AND SERVICES
When you use our Site and YouNoodle Services, you may encounter links to third-party websites, services, events, or activities that are not owned or controlled by YouNoodle.
YOUNOODLE DOES NOT CONTROL ANY THIRD PARTY LINKS, SERVICES, GOODS, RESOURCES AND INFORMATION ON THE SITE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUNOODLE MAKES NO WARRANTIES REGARDING THIRD PARTY SERVICES, GOODS, RESOURCES AND INFORMATION INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD PARTY SERVICES, GOODS, RESOURCES OR INFORMATION.
YOUNOODLE DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY YOUNOODLE SERVICES.
9. IDEA SUBMISSIONS
YouNoodle welcomes all suggestions to improve our Site and YouNoodle Services, but considers any feedback from its users to be helpful advice, freely given. To ensure against any misunderstandings, we want to emphasize that we do not compensate for any ideas, proposals or suggestions provided by its users to YouNoodle in accordance with the following:
Non-Proprietary: YouNoodle considers any suggestions, ideas, proposals or other material submitted to it by users, whether solicited or unsolicited, (collectively, the "Material") to be non-confidential and non-proprietary. YouNoodle shall not be liable for the disclosure, use or exploitation of such Material.
License: You hereby grant and agree to grant YouNoodle, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable right and license to incorporate, use, publish and exploit the Material for any purpose whatsoever, commercial or otherwise, without compensation or accounting.
10. YOUNOODLE's INTELLECTUAL PROPERTY
Copyright: The Site and its logos, design, text, graphics, sound, images, content, data, applications, software and other files, and the selection, arrangement and organization thereof, are owned by YouNoodle. You may not use such materials without permission.
© 2015 YouNoodle, Inc. ALL RIGHTS RESERVED
Trademark: YouNoodle and its logos are trademarks owned by YouNoodle. All page headers, custom graphics, button icons and scripts are trademarks or trade dress of YouNoodle.
Ownership and Use: Unless otherwise stated herein, nothing in these Terms or your use of the Site gives you a right or license to use any of YouNoodle's copyrights, trade names, trademarks, service marks, logos, domain names, trade secrets, or any other intellectual property rights.
11. WARRANTIES AND DISCLAIMERS
DISCLAIMER OF WARRANTIES: TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, INCLUDING ANY "BETA" RELEASES, ARE PROVIDED ON AN "AS IS " AND "AS AVAILABLE " BASIS. YOUNOODLE DOES NOT REPRESENT OR WARRANT THAT THE SITE, ITS SERVICES OR USE (I ) WILL BE UNINTERRUPTED, (II ) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III ) WILL MEET YOUR REQUIREMENTS, OR (IV ) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. EXCEPT WHERE PROHIBITED BY LAW, YOUNOODLE EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED , INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES. 12. LIMITATION OF LIABILITY
LIMITATION OF LIABILITY: YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOUNOODLE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE CONTENT, SITE, OR YOUNOODLE SERVICES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE SITE OR ITS SERVICES, EVEN IF YOUNOODLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW , IN NO EVENT WILL YOUNOODLE'S AGGREGATE LIABILITY, OR THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR OF THE INABILITY TO USE, THE SITE OR YOUNOODLE SERVICES, EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND YOUNOODLE.
To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless YouNoodle and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the "Indemnified Parties") from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys' fees and costs) incurred in connection with any claim, demand or action brought or asserted against any of the Indemnified Parties arising out of or relating to (i) your use of the Site and YouNoodle Services (ii) any dispute between you and any User of the Site and/or the YouNoodle Services, (ii) a breach of these Terms, (iii) a violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that any User Content caused damage to any third party.
14. Individual Arbitration
EXCEPT AS OTHERWISE STATED HEREIN, any claim or controversy with YouNoodle arising out of or relating to the Site, the Services and/or these Terms of Service (including its formation, interpretation, performance and breach) shall be settled by binding arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
The parties acknowledge that these Terms of Service evidences a transaction involving interstate commerce. The Federal Arbitration Act, 9 U.S. C. §§ 1-16, shall govern any arbitration conducted pursuant to these Terms of Service.
ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS ONLY. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR ARBITRATION WITH OTHER ARBITRATIONS. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JUDGE OR JURY. IF ANY PROVISION OF THIS ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, THE UNENFORCEABLE PROVISION SHALL BE SEVERED AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE.
The ICDR's rules, as well as forms for initiating arbitration proceedings, are available at www.icdr.org . When initiating a request to arbitrate, you must also send a copy of the completed form to YouNoodle, 330 Townsend St, Suite1, San Francisco CA 94107 or by email at email@example.com.
Unless otherwise agreed to in writing by the parties, any dispute arising from these Terms of Service shall be conducted in English at the following location: San Francisco, California, United States
Without limitation of any other remedies, YouNoodle may suspend or terminate any account or its YouNoodle Services, restrict or prohibit access or use of the Site or YouNoodle Services, remove or restrict content, and/or take any technical or legal steps necessary if YouNoodle:
- - Suspects a breach of these Terms;
- - Is unable to verify or authenticate a User's information;
- - Believes that a User is acting inconsistently with the letter or spirit of YouNoodle's policies, has engaged in improper or fraudulent activity in connection with the Site or that a user's actions may cause legal liability or financial loss to YouNoodle's users or to YouNoodle;
- - Believes a User is infringing the rights of third parties;
- - A User fails to pay any applicable fees due to YouNoodle; or
- - If the credit or debit card associated with a transaction should be rejected for any reason.
Effect of Termination: If a User's account is terminated for any reason, User shall remain liable for all financial obligations and debts incurred through the date of termination.
Survival: The following Sections survive termination of these Terms: Content License, Idea Submissions License, Warranties and Disclaimers, Limitation of Liability, Individual Arbitration, Indemnification, and Governing Law.
16. TRANSFER OF DATA AND EXPORT CONTROL
YouNoodle's servers are located in this United States. When you establish an account or enter a competition, you are authorizing the transfer of any personal data to the United States for purposes of administering any given competition.
Any software, technology, or electronic transmission of information obtained from the Site originates in the United States and may be 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 under U.S. law. In addition, software and technology obtained from YouNoodle may be subject to the export laws of other countries. It is your sole responsibility to comply with all U.S. and foreign export laws and regulations, and you may not, by electronic transmission or otherwise, violate any applicable export control laws or regulations.
You shall not access or use the Site or YouNoodle Services if you are located in any jurisdiction in which the provision of the Site, YouNoodle Services or other components is prohibited under U.S. or other applicable laws or regulations (a "Prohibited Jurisdiction") and you shall not provide access to the Site, YouNoodle Services or other components to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that you (i) are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) are not a resident of, or a company registered in, any Prohibited Jurisdiction, (iii) shall not permit agents or end users to access or use the Service in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions, and (iv) shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you, agents and end users are located.
17. FORCE MAJEURE
YouNoodle will not be liable or responsible for any delays in service, for failing to provide the YouNoodle Services or to operate the Site as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, power or telecommunications outage, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, freight embargoes, terrorism, natural disaster, war or acts of God.
18. GENERAL TERMS
Modification of Terms, Site, or Service: Our employees, volunteers or agents are not authorized to vary these Terms.
Any authorized modifications to these Terms will be reflected on this page. (We may do so, for example, when changes in the law or the YouNoodle 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 discontinue use of the Site and the YouNoodle Services, and to request that YouNoodle deactivate your account. If you continue to access or use our Site or the YouNoodle Services after we notify you of these changes, you will have agreed to be bound by those changes.
No Waiver: The failure or delay of either party to exercise any right, power or privilege under these Terms will not operate as a waiver thereof.
No Agency: No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.
Governing Law: These Terms of Service shall be governed by, construed and enforced in accordance with the laws of the State of California, without regard to or application of California's conflict of law principles. The parties consent to the exclusive jurisdiction of the State of California, and venue in the County of San Francisco, with regard to any dispute, controversy or claim arising out of or relating to these Terms of Service, or the breach thereof and waive all rights to contest this exclusive jurisdiction and venue of such courts. You and YouNoodle both consent to personal jurisdiction in such courts.
Severability: If any term or section of these Terms is unenforceable, this unenforceability will not affect the enforceability of any other terms.
Assignment: The Terms are not assignable, transferable or sublicenseable by you except with our prior written consent. Any assignment attempted in violation of the Terms shall be void.
Interpretation: Headings are for reference purposes only and do not limit the scope or extent of such section.
Entire Agreement: These Terms are the entire agreement between you and YouNoodle concerning our Site and the YouNoodle Services.
19. CUSTOMER SUPPORT
YouNoodle is available by email at firstname.lastname@example.org to address any issues you may have regarding your use of the Site. Most concerns can be quickly resolved in this manner.
20. COMPLAINTS - CALIFORNIA RESIDENTS
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210.