GoNoodle Terms of Service

Last updated: January 17, 2023

These Terms of Service govern the use of GoNoodle.com (the “Site”), the GoNoodle mobile phone applications (the “Apps”) or other internet-connected services offered by GoNoodle (collectively, together with the Site and the Apps, the “Services”), owned and operated by GoNoodle, Inc. (“GoNoodle”, “we”, “us” or “our”). PLEASE READ THIS AGREEMENT CAREFULLY.

AGREEMENT TO TERMS OF SERVICE

These Terms of Service set forth an agreement (the “Agreement”) between you and GoNoodle. By using the Site, Apps and/or Services, you, together with any entity that you represent (“user,” “you,” or “your”), agree to be bound by this Agreement.

Under this Agreement, GoNoodle offers users the ability to (i) use the Services; and (ii) provide feedback and/or other material to GoNoodle. By accessing, browsing, linking, and/or downloading information from the Services, creating an account and/or a user profile associated with an account, and/or using the Services (with or without registering for an account) you represent that you have read, understood, and agreed to be bound by each of the terms, conditions, and notices in this Agreement.

If you have entered into this Agreement on behalf of an educational institution (an “Institution”), you represent that you have the necessary authority to bind that Institution to this Agreement. If you do not have the necessary authority, or if you do not agree with any of these terms, then you may not use the Site, Apps and/or Services except in your individual capacity unaffiliated with such Institution.

This Agreement constitutes the entire agreement between you and GoNoodle with respect to any use of the Services, and it supersedes all prior and contemporaneous agreements or arrangements between GoNoodle and you in relation thereto.

GENERAL TERMS

If you are below the legal age of majority in the jurisdiction in which you reside, you agree to have your parent or guardian review and accept this Agreement on your behalf. If you are a parent or guardian agreeing to this Agreement for the benefit of a child, then you agree to and accept full responsibility for that child’s use of the Services.

We grant you permission to use the Services subject to the restrictions in this Agreement. Your use of the Services is at your own risk.

The Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability.

CHANGES TO TERMS

We may modify the Terms at any time, at our sole discretion. If we do so, we will notify you by sending an email to the email address of the account holder, posting the modified Agreement in the Services, or through other communications as required by law, and, if required, request your consent. If you don’t agree to be bound by the modified Terms, then you may not use the Services.

INTELLECTUAL PROPERTY

This Site, Apps and related Services are owned by GoNoodle, our licensors, or other providers of such materials. For clarity, GoNoodle owns the rights to the compilation, arrangement, and assembly, along with any modifications, variations, updates, versions, and changes to all information entered and stored within the database associated with the Services. This material, collectively, is protected by United States copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All of the aforementioned content is copyrighted material and is protected by the Copyright Act of 1976. You are not permitted to republish, reproduce, sell, transmit, transfer, prepare derivative versions of works, or otherwise use any content appearing within the Services without prior, express, and written permission from the appropriate copyright holder.

Furthermore, you acknowledge that all trademarks, service marks and logos, as well as all text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that we post or make available through the Services (collectively, “Materials”) are owned by or licensed to GoNoodle and are protected by copyright and other intellectual property rights, and that you have no rights to transfer or reproduce the Materials or prepare any derivative works with respect to, or to disclose confidential information pertaining to the Materials and/or Services. You agree not to remove, alter or obscure any Materials, including but not limited to any copyright, trademark, service mark, or other proprietary rights and related notices incorporated in or accompanying the Services.

For clarity, you acknowledge that you do not, and will not, acquire any intellectual property rights in the content appearing with the Services or related Materials, including, but not limited to, the underlying services and the content published herein, by your use of the Services. Subject to your compliance with the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-transferable, and revocable license, without the right to sublicense, to access and use the Services and to download and print any content provided by us, solely for your personal and non-commercial purposes. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the limited license expressly granted in the preceding sentence.

To request permission to modify or redistribute Materials for commercial purposes, please contact:

GoNoodle, Inc.

121 Perimeter Center West, Suite 200

Atlanta, GA 30346

hello@gonoodle.com

GRANT OF LICENSE

You grant to us a non-exclusive, limited, worldwide license to use documents, information, content and other materials uploaded by you to the Services solely for the purpose of providing the Services to you. You are solely responsible for obtaining all rights and permissions for any information you upload to the Services.

REGISTRATION AND SECURITY

Though select features of the Services are accessible to users without an account, you must create an account and provide certain information about yourself in order to use other features of the Services. “Educator Accounts” are registered by teachers or educators (“Educators”), and “Family Accounts” are registered by parents, legal guardians, or other adults in the home (“Grown-Ups”). You may create various user profiles under your account. You accept full responsibility for the use of the Services by any user you authorize to access the Services under your account.

You agree, represent, warrant, and guarantee that all information, including Personal Data (as defined in the Privacy Policy), provided by you and/or users of profiles under your account is true, accurate, complete, up-to-date, and solely yours. You may not impersonate, imitate, or pretend to be somebody else when registering. When you create an account on the Site or Apps and subsequently log in, you will be asked to choose a password. You are responsible for safeguarding and maintaining the confidentiality of your password and you agree not to disclose your password to any third party. You will be solely responsible for any activities or actions taken under your account, whether or not you have authorized such activities or actions. You must notify us immediately if you know or suspect that any unauthorized person is using your password or your account (for example, if your password has been lost or stolen, if someone has attempted to use the Site, Apps and/or Services through your account without your consent, or if your account has been accessed without your permission). We strongly recommend that you do not use the Services or access the Site or Apps on any public computer.

You are responsible for implementing sufficient procedures and security mechanisms to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to and separate from this Site in order to reconstruct any lost data.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Services or to your downloading of any material posted on it, or on any third-party website linked from it.

YOUR RESPONSIBILITIES

Once an Educator registers for an Educator Account, Educators are permitted to use the account only to display the Services to their students in their classrooms.

You are responsible for using the Services in accordance with this Agreement, and for all activity that occurs under your account, and the account of the children, students and all other users for whom you authorize access. For your account, you shall (i) maintain the confidentiality of the user names and passwords; (ii) promptly notify GoNoodle if you know or suspect a security incident, including any unauthorized use of user names and passwords; (iii) represent and warrant that the information provided to establish your account(s) is true and accurate, and that you will promptly update that information in the event of any change.

You will not: (i) permit any third party to access the Services using your account information; (ii) decompile, disassemble, overburden, impair, alter or reverse engineer the Services; (iii) use the Services or any of our confidential information to develop a competing product or service; (iv) impersonate another user of the Services or provide false information to gain access to the Services; (v) view or attempt to view records of another user; (vi) use automated systems, such as robots, spiders, etc., to access the Services or (vii) upload content, including videos, that do not comply with the terms of this Agreement.

You agree to abide by all applicable laws and regulations. You may not use the Services to:

• Upload, post, email or otherwise transmit any material that is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, obscene, libelous, invasive of another’s privacy, disrespectful, hateful, or racially, ethnically or otherwise objectionable.
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Materials transmitted through the Services.
• Upload, post, email or otherwise transmit any material that You do not have the right to transmit under any law or under contractual or fiduciary relationships.
• Upload, post, email or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
• Upload, post, email or otherwise transmit any material that contains software viruses or worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment.
• Use racially or ethnically offensive language; discuss or incite illegal activity.
• Use explicit/obscene language or solicit/post sexually explicit images.
• Attempt to probe, scan, or test the vulnerability of any system or network operated by us, or breach or impair or circumvent any security or authentication measures protecting the Site or Apps;
• Attack the Site or Apps via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of the Site or Apps.
• Circumvent, disable, or otherwise interfere with security-related features on the Site or Apps or features that prevent or restrict use or copying of any content, or attempt to access or search the Site or Apps or download content from the Site or Apps through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software provided by us or other generally available third-party web browsers.
• Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services.
• Intentionally or unintentionally violate any applicable local, state, national or international law or regulation.

Although we are not obligated to monitor access to or use of the Services, we have the right to do so for the purpose of operating the Services, to ensure compliance with these terms, and to comply with applicable laws or other legal requirements. We have the right to investigate violations of this Agreement or conduct that affects the Services.

PRIVACY

You represent and warrant that you comply with, and will comply with, all applicable privacy laws with respect to the personally identifiable information collected, stored and maintained through the Services, as well as with all applicable business regulations.

GoNoodle is committed to protecting the privacy of your personally identifiable information. To read more about how we collect, use, and protect Personal Data, as well as the rights you may have to access, change, and delete your Personal Data, please see our Privacy Policy. We reserve the right to modify this Privacy Policy in accordance with the procedure outlined therein.

The Services are intended primarily for use by Educators to display on their screen to their students. We do not collect Personal Data from or about students, and students are not permitted to create accounts.

CHILDREN’S ONLINE PRIVACY PROTECTION ACT (“COPPA”)

Access to the full GoNoodle experience is available only with an account that is created by and authorized by a parent or legal guardian. The account holder may authorize access to children using the account holder’s credentials and supervising the child’s use of the Services. You can learn more about our compliance with COPPA by reviewing the related section within our Privacy Policy.

LINKS TO THIRD PARTY SITES

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. Other websites are not under our control, and you acknowledge that we shall not be responsible or liable for any of the text, images, videos, content, or any other content or information from a third-party website. You also acknowledge that we shall not be responsible or liable for any damage or loss caused or alleged to be caused by, or in connection with, your reliance on any information, any good, any service, or any other material provided through a third-party website. Furthermore, you acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

TERMINATION

We may terminate your access to and use of the Services at our sole discretion, at any time and without notice to you. Users may request deletion of their accounts by emailing support@gonoodle.com. When you delete your account, that account cannot be recovered.

Upon any termination, deletion or cancellation of your Account, all provisions of this Agreement, which by their nature should survive, will survive, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

MODIFICATION OF THE SERVICES

GoNoodle may, at any time and in its sole discretion, revise, modify, or otherwise change the Services, in whole or in part, without notice to you.

AVAILABILITY AND USE OF THE SERVICES

The availability of these Services depends on many factors, including some factors that are beyond GoNoodle’s control, such as your connection to the Internet and the Internet backbone. GoNoodle shall not be liable to you if you cannot access the Services due to reasons that are beyond GoNoodle’s control.

DIGITAL MILLENNIUM COPYRIGHT ACT (17 U.S.C. § 512) (the “DMCA”) POLICY

All notices of copyright infringement claims should be sent to the copyright agent designated in our DMCA Policy in the manner and by the means set forth therein. We have filed notice of our Designated Agent with the U.S. Copyright Office.

If you believe that any user contributions to the Site, Apps and/or Services violate your copyright, please see our DMCA Policy for instructions on sending us a notice of copyright infringement. It is the policy of GoNoodle to terminate the Account of a repeat infringer.

WARRANTY DISCLAIMER

You expressly agree that your use of the Services is at your sole risk. THE SERVICES, THE SITE, THE APPS, AND ALL CONTENT THEREIN, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. THE CONTENT PUBLISHED ON THE SERVICES MAY INCLUDE INACCURACIES, MISTAKES OR TYPOGRAPHICAL ERRORS. GONOODLE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SERVICES OR INFORMATION FOUND ON THE SITE OR APPS. GONOODLE MAKES NO WARRANTIES WITH REGARD TO THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, FUNCTIONALITY, TIMELINESS, SPEED, OR ACCESSIBILITY OF ANY INFORMATION SUPPLIED WITHIN THE SERVICES. WE DO NOT WARRANT THAT THE SERVICES WILL BE OPERATIONAL, UNINTERRUPTED, SECURE, ERROR-FREE, OR VIRUS FREE. GONOODLE, TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES, MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN TERMS OF THE CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE WITH RESPECT TO THE SERVICES, THE SITE, THE APPS, AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO ANY RESULTS OF THE USE OF ANY CONTENT ON THE SERVICES, THE APPS AND/OR THE SITE.

YOU UNDERSTAND AND ACKNOWLEDGE THAT GONOODLE SHALL HAVE NO LIABILITY FOR ANY INTERRUPTIONS, ERRORS, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS IN THE USE OF THE SERVICES. GONOODLE DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA ACCURACY AND SYSTEM INTEGRATION. THIS INCLUDES LOSS OF DATA OR PROFIT ARISING OUT OF THE USE OR INABILITY TO USE THE CONTENT OF THE SERVICES. GONOODLE DOES NOT WARRANT THAT DEFECTS IN ANY CONTENT OR INFORMATION ACCESSED THROUGH THE SERVICES WILL BE CORRECTED OR THAT THE SERVICES OR THE SERVER THAT MAKES CONTENT OR INFORMATION AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY

IN CONSIDERATION FOR YOUR USE OF AND ACCESS TO THE SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT WILL GONOODLE, ITS AFFILIATED OR RELATED ENTITIES, ITS CONTENT PROVIDERS, PARENTS, SUBSIDIARIES, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SPONSORS OR SERVICE PROVIDERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES, BE LIABLE TO YOU OR TO ANY THIRD PARTY, FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, LOSS OF USE, OR OTHER DAMAGE, INJURY, CLAIM, LIABILITY, OR OTHER CAUSE OF ANY KIND OR CHARACTER WHATSOEVER ARISING OUT OF, BASED UPON OR RESULTING FROM ANY USE OF THE SERVICES, INFORMATION PROVIDED ON THE SITE OR APPS, ANY ACT OR OMISSION PERFORMED BY YOU OR ANY OTHER PERSON IN RELIANCE UPON THE CONTENT OF THE SERVICES, OR THE INABILITY TO USE THE SERVICES, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF YOU ADVISE GONOODLE OR ITS REPRESENTATIVES OR THE SAME ARE OTHERWISE AWARE OF THE POSSIBILITY OF ANY SUCH CLAIM OR DAMAGE. Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages. In those jurisdictions, GoNoodle’s liability is limited to the greatest extent permitted by law.

RELATIONSHIP OF THE PARTIES

You acknowledge that no joint venture, partnership, employment, or agency relationship exists between You and GoNoodle as a result of this Agreement or any use of the Services. You agree not to hold Yourself out as a representative, agent, or employee of GoNoodle and acknowledge that GoNoodle shall not be liable for any representation, act or omission made by you.

ASSIGNMENT

You shall not assign this Agreement or any of your rights and obligations under this Agreement. This Agreement shall inure to the benefit of GoNoodle’s successors, assigns and licensees.

GOVERNING LAW AND JURISDICTION

The Services are operated and provided in the State of Tennessee. As such, this Agreement is governed by and subject to the laws of the State of Tennessee, U.S.A. without regard to the conflicts of laws principles thereof. You consent to the exclusive jurisdiction and venue of the state and federal courts in Davidson County, Tennessee, U.S.A. in all disputes arising out of or relating to the use of the Services, and consent to personal jurisdiction and venue in the state and federal courts in Davidson County, Tennessee, with respect to all such disputes. You agree that any legal issues arising from or related to your use of the Services shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the State of Tennessee applicable to contracts entered into and wholly to be performed within Tennessee. GoNoodle makes no representation that the Services are appropriate, lawful or available for use in other jurisdictions or locations. Accordingly, if you choose to use the Services, you agree to do so subject to the internal laws of the State of Tennessee.

SEVERABILITY

If any term or provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, the remaining portions of this Agreement (and any partially enforceable provision) shall not be affected thereby and shall continue to be valid and enforceable to the maximum possible extent and the invalid, illegal or enforceable term or provision will be amended and limited to give effect to the intent of the parties as determined from the face of this Agreement, to the extent necessary to validate such term or provision.

RESERVATION OF RIGHTS

GoNoodle reserves to itself any and all rights not expressly granted herein.

OTHER TERMS

GoNoodle’s failure to insist on or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. The Privacy Policy is a binding part of this Agreement, and together with this Agreement constitutes the entire agreement between GoNoodle and you with respect to your use of the Services. Any cause of action you may have with respect to your use of the Services or that is the subject of this Agreement must be commenced within one (1) year after the claim or cause of action arises.