Welcome to Noodle Pros™ (“Noodle Pros” or “we” or “us”). Noodle Pros is dedicated to connecting great tutors with parents and students looking for trustworthy and high-quality academic help.

By accessing, contributing to or otherwise using Noodle Pros’s websites and applications and its features and services whether appearing on www.Noodle Pros.com or through other distribution channels (collectively, the “Noodle Pros Services”), you acknowledge that you have read and understand and agree to these Terms of Service. These Terms of Service are a legally binding contract between you and Noodle Pros. If you do not agree with any of the Terms of Service, please leave this website immediately and do not use or access the Noodle Pros Services. To use the Noodle Pros Services, you must be at least 13 years of age and able to enter into a valid and legally enforceable agreement.

PRIVACY

Noodle Pros values your privacy and we have designed our Privacy Policy to explain how we collect information from and about you when you use the Noodle Pros Services and what Noodle Pros may do with that information.

YOUR NOODLE PROS ACCOUNT

When you use the Noodle Pros Services, you may have the opportunity to create an account. To create an account, you may be required to select a password, user name, and provide an email address you own and use as well as certain other information that we may request. You may not use some features of the Noodle Pros Services without an account.

All registration information you submit to Noodle Pros 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 or birthdate, 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. Your account is for your personal non-commercial 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 Pros of any unauthorized use of your account.

Noodle Pros may delete your account if you violate these Terms of Service. Noodle Pros reserves the right to refuse registration of or cancel your account, in its sole and absolute discretion. Noodle Pros may terminate your access to all or any part of the Noodle Pros Services at any time, for any or no reason, with or without prior notice, and without liability.

USING THE NOODLE PROS SERVICE

You may use the Noodle Pros Services only for lawful purposes and in accordance with these Terms of Service. By using the Noodle Pros Services, you agree to the following:

• You agree not to use the Noodle Pros Services, intentionally or unintentionally, to violate any applicable local, state, federal or international law or regulation.
• You agree not to use the Noodle Pros Services 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 Pros users or members.
• You agree not to create or transmit unwanted electronic communications such as “spam” to other users of the Noodle Pros Services or otherwise interfere with other users’ use and enjoyment of the Noodle Pros Services.
• 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 Pros Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including materials that are deemed threatening or obscene.
• You agree not to take any action that could, as determined by us in our sole discretion, disable, overburden, damage, or impair the Noodle Pros Services or Noodle Pros’s information technology infrastructure, or interfere with any other use of the Noodle Pros Services, including, but not limited to, any user’s ability to engage in real-time activities. You agree not to otherwise use any device, software or routine that interferes with the proper working of the Noodle Pros Services or otherwise attempt to interfere with the proper working of the Noodle Pros Services.
• You agree not to use any robot, spider or other automatic device, process or means to access the Noodle Pros Services for any purpose, including monitoring or copying any of the material on the Noodle Pros Services. You agree not to use any manual process to monitor or copy any of the material on the Noodle Pros Services or to engage in any other unauthorized purpose without the express prior written consent of Noodle Pros. You agree not to translate or reverse engineer any portion of the Noodle Pros Services and not to modify or adapt any portion of the Noodle Pros Services unless expressly authorized by Noodle Pros.
• You agree not to remove any copyright, trademark, or other proprietary rights notices contained in or on the Noodle Pros Services. You agree not to reformat, frame or deep-link any portion of the Noodle Pros Services. You agree that you will not allow any third party to violate these Terms of Service.

NOODLE PROS SERVICES CONTENT

The Noodle Pros Services contains information, text, files, images, photos, video, sounds, musical works, works of authorship, applications, associated trademarks, service marks and trade dress and other such materials and content (“Content”) of Noodle Pros or its licensors (“Noodle Pros Content”). Noodle Pros Content is protected by copyright, trademark, patent, trade secret and other laws, and as between you and Noodle Pros, Noodle Pros owns and retains all rights in the Noodle Pros Content and the Noodle Pros Services, subject to your underlying ownership in any User Content that you post on the Noodle Pros Services as set forth below. Noodle Pros hereby grants you a limited, revocable, non-transferable, non-sublicensable license to access and display the Noodle Pros Content solely for your personal, non-commercial use in connection with viewing the Noodle Pros Services and accessing its features. Except as provided in these Terms of Service, you may not copy, download, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell or otherwise use any Noodle Pros Content appearing on or through the Noodle Pros Services.

USER CONTENT

Certain features of the Noodle Pros Services permit users to submit, post, contribute or otherwise make available (hereinafter “post”) Content on the Noodle Pros Services, including, without limitation, articles, questions, comments, photographs, information, and other materials (“User Content”). Subject to the license you grant to Noodle Pros herein, you retain any ownership that you have of User Content that you post on the Noodle Pros Services.

By posting User Content on the Noodle Pros Services, you hereby agree to the following without any further obligation to you, financial or otherwise:

Warranties: You represent and warrant that you own or otherwise control, and that no other individual or entity owns or controls all of the rights to the User Content that you post on the Noodle Pros Services, and that such User Content is accurate, does not violate these Terms of Service, does not infringe upon or violate any copyright of any third party or constitute defamation of any third party, does not violate a right of publicity or privacy or any other right of any third party, and will not cause injury to any third party.

Content License: You hereby grant Noodle Pros and its affiliates, licensees, successors and assigns a non-exclusive, irrevocable, perpetual, worldwide, paid-up, royalty-free, and transferable right and license to adapt, archive, copy, delete, disclose, display, distribute, enhance, import, modify, post, publish, reproduce, reformat, sell, store, translate, transmit, use, sublicense and create derivative works of any User Content that you post on or submit to the Noodle Pros Services 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 User Content from being “lifted” or used without attribution by third-party sites.

Attribution: You grant Noodle Pros the right to associate your name, image, voice, photograph, likeness or any other personally identifiable information in connection with User Content that you post on the Noodle Pros Services, in accordance with the terms of our Privacy Policy.

Moral Rights: If it is determined that you retain moral rights (including rights of attribution or integrity) in any User Content, you hereby declare that: (a) you do not require that any personally identifying information be used in connection with the User 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 User Content by Noodle Pros 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 User Content; and (d) you forever release Noodle Pros and its affiliates, licensees, successors and assigns and their respective directors, officers, stockholders, agents, and employees from any claims that you could otherwise assert against Noodle Pros by virtue of any such moral rights.

Social Media Content: The Noodle Pros Services may give you the opportunity to submit User 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, licensees, and conditions as other User Content posted on the Noodle Pros Services, (2) may include personally identifiable information regarding you and be published at the Noodle Pros Services 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 Pros in the same manner and subject to the same conditions as other User Content posted on the Noodle Pros Services.

Prohibited Content: You are responsible for complying with all laws applicable to the User Content that you post on the Noodle Pros Services. 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 User Content that:

• is not based in fact;
• falsely expresses or implies that such User Content or material is sponsored or endorsed by Noodle Pros;
• 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, libelous, threatening, disparaging, grossly inflammatory, false, misleading, deceptive, fraudulent, inaccurate, unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy or publicity 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 insulting or harassing or advocates harassment;
• violates any right of Noodle Pros 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 Pros Service;
• 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, federal or international law, rule, guideline or regulation, or otherwise creates liability;
• “inflames” any individual or entity (e.g., by sending 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;
• 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; or
• otherwise violates these Terms of Service, as determined by us in our sole discretion.

Noodle Pros reserves the right, in its sole discretion, to edit, modify, reject, refuse to post or remove any User Content (including private messages), including User Content you or third-parties have posted. A violation of certain of these Terms of Service may be referred to law enforcement authorities.

EXPERTS

Noodle Pros features the work of independent contributors (“Experts”) in a number of fields to enrich the dialogue on the Noodle Pros Services and make it a more powerful resource. Although we refer to these independent contributors as Experts, we do 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. We do not independently verify or attempt to confirm any information that our Experts provide, and cannot and do not represent or warrant the accuracy, completeness or truthfulness of the qualifications or credentials of any Expert or of any other users of the Noodle Pros Services. We are not liable for your reliance on the information or advice presented by any Expert or other party posting Content.

No Direct Compensation. It is a violation of these Terms of Service and the contractual relationship with Noodle Pros for the tutor and the client to establish a tutoring relationship except under the auspices of Noodle Pros. The tutor is strictly forbidden from receiving compensation directly from clients, including "tips," "bonuses" or additional payments, for tutoring services provided hereunder.

CONTENT QUALITY

You acknowledge that Noodle Pros cannot and does not guarantee the accuracy, integrity or quality of Content posted on the Noodle Pros Services by third parties, including, without limitation, our Experts and other users. You further acknowledge that Noodle Pros does not control the information submitted by our Experts or any other users and that any opinions, advice, services, offers, other information or User Content that are disseminated through the Noodle Pros Services are of their respective authors, not Noodle Pros. You also acknowledge that Experts and other Noodle Pros users are solely liable for their Content. You acknowledge that Noodle Pros cannot and does not warrant or represent that it monitors, independently researches or verifies any third-party Content.

You understand that by using the Noodle Pros Services you may be exposed to Content that is offensive, indecent, objectionable, and/or illegal in your jurisdiction. Under no circumstances will Noodle Pros be liable in any way for any third-party 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.

INFRINGEMENT

If you believe that Content on the Noodle Pros Services infringes your intellectual property rights, please send a notice of claimed infringement to info@noodlepros.com with all of the following information:

• 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 or logo 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 by you that you have a good faith belief that the disputed use of the material is not authorized by the intellectual property owner, its agent or the law;
• a statement by you that the information in the written notice is accurate;
• a statement by you, 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.

Noodle Pros's designated copyright agent for notification of claimed copyright infringement can be reached at info@noodlepros.com.

If you knowingly materially misrepresent that material or activity on the Noodle Pros Services is infringing your copyright, you may be held liable for damages, including costs and attorneys’ fees. If Noodle Pros receives a valid notice of infringement of intellectual property rights, Noodle Pros 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.

LINKS AND ADVERTISEMENTS

Noodle Pros 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 Pros Services 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.

TERM

These Terms of Service shall remain in full force and effect while you use the Noodle Pros Services or have an account on the Noodle Pros Services. You may request that Noodle Pros terminate your account at any time, for any reason, by emailing your request to info@noodlepros.com. We will process your request within a reasonable time after receipt. Noodle Pros may terminate your account at any time, without warning. Even after your account is terminated and you stop using the Noodle Pros Services, these Terms of Service will remain in effect.

DISCLAIMER

THE NOODLE PROS SERVICES ARE PROVIDED ON AN “AS IS” BASIS. Noodle Pros AND ITS AFFILIATES, LICENSEES, SUCCESSORS AND ASSIGNS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO THE OPERATION OF THE NOODLE PROS SERVICES OR ANY SOFTWARE, INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON OR IN ASSOCIATION WITH THE NOODLE PROS SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, Noodle Pros AND ITS AFFILIATES, LICENSEES, SUCCESSORS AND ASSIGNS 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 Pros AND ITS AFFILIATES, LICENSEES, SUCCESSORS AND ASSIGNS FURTHER DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN THE NOODLE PROS SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Noodle Pros IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OF THE NOODLE PROS SERVICES OR ANY OTHER THIRD PARTY. Noodle Pros does not warrant or covenant that the Noodle Pros Services 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 Pros Services are free of viruses or other potentially harmful components. Any material or Content downloaded or otherwise obtained through the use of the Noodle Pros Services 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 Pros OR THE NOODLE PROS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

LIMITATION ON LIABILITY

Noodle Pros shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Noodle Pros’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation (including “line-noise” interference). WITHOUT LIMITING THE FOREGOING, Noodle Pros AND ITS AFFILIATES, LICENSEES, SUCCESSORS AND ASSIGNS AND ITS OR THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS 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 PROS’ 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 Pros FOR THE NOODLE PROS SERVICES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) $50. 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.”

GOVERNING LAW

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 of Service shall be settled solely and finally by arbitration administered in New York, New York before a single arbitrator selected by the American Arbitration Association. The arbitration shall be conducted in accordance with the commercial 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. Notwithstanding the foregoing, in the event of unauthorized or unapproved use of the Noodle Pros Content and any other intellectual property of Noodle Pros and its affiliates, licensees and successors, in addition to such other legal and equitable rights and remedies as shall be available, Noodle Pros and its affiliates, licensees and successors shall be entitled to seek injunctive and other equitable relief, without the necessity of proving damages or furnishing a bond or other security.

INDEMNITY

You agree to indemnify and hold Noodle Pros and its affiliates, licensees, successors and assigns and their respective directors, officers, 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 Pros Services, (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.

MISCELLANEOUS

The failure of Noodle Pros 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 these Terms of Service are for convenience only and have no legal or contractual effect. Noodle Pros is a trademark of Noodle Education, Inc. The Terms of Service operate to the fullest extent permissible by law. If any provision of these Terms of Service is unlawful, void or unenforceable, that provision is (i) deemed amended to the extent necessary to conform to applicable law, or (ii) severable from these Terms of Service, and does not affect the validity and enforceability of any remaining provisions. These Terms of Service (including all other agreements, policies, rules, and guidelines referred to herein) constitute the entire agreement between you and Noodle Pros regarding the use of the Noodle Pros Services.

UPDATES

We at Noodle Pros hope that the Noodle Pros Services continue to grow and evolve. We may modify these Terms of Service at any time, and each such modification will be effective upon posting on this website. You agree to review the Terms of Service periodically so that you are aware of any modifications. Your continued use of the Noodle Pros Services after any modifications indicates your acceptance of and agreement to be bound by the modified Terms of Service. Unless expressly stated otherwise by Noodle Pros, any new features, new services, enhancements or modifications to the Noodle Pros Services implemented after your initial access to the Noodle Pros Services shall be subject to these Terms of Service.

These Terms of Service were last revised on June 1, 2015.