Terms of Use

ACCEPTANCE

These Terms of Use are a legally binding contract between you and Noodle. By accessing, contributing to, or otherwise using the Program Technology, you acknowledge that you have read and understand and agree to these Terms of Use, and the University’s privacy policy available at https://tennessee.edu/privacy/. The Privacy Policy explains how the University collects information from and about you when you use the Program Technology. If you do not agree with any part of these Terms of Use or the Privacy Policy, please leave the website immediately and do not use or access the Program Technology.

MODIFICATIONS TO THE TERMS OF USE

We reserve the right to modify or change these Terms of Use at any time, and each such modification will be effective upon posting on this website. Your use of the Program Technology following changes to these Terms of Use will constitute your acceptance to the changes; provided, however, any changes to these Terms of Use shall not apply retroactively to any claim or dispute between you and us in connection with these Terms of Use and your use of the Program Technology that arose prior to the date any changes became effective.

YOUR PROGRAM SERVICES ACCOUNT

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

All registration information you submit in connection with your use of the Program Technology must be truthful, complete, accurate and up-to-date, including but not limited to the information that you submit with your application to the Program. 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, use a name subject to any rights of a person other than yourself, or use another user’s account, without appropriate authorization. You must not create accounts by automated means or under false or fraudulent pretenses. Your account is for your personal, educational, and 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 at concern@noodlepartners.com of any unauthorized use of your account. Please include “Unauthorized Access” in the subject line of any such email.

APPLICATION DATA

Should you start an application for the Program, the application information is collected by Noodle or the University. If collected directly by the University of Tennessee, Knoxville, the University of Tennessee, Knoxville’s Privacy Policy applies to the collection of application data. University of Tennessee, Knoxville’s Privacy Policy may be viewed here. University of Tennessee, Knoxville will share some or all of the application data with Noodle. If the application information is collected by Noodle, then we will share the application data with the University of Tennessee, Knoxville.

USING THE PROGRAMS SERVICE

You may use the Program Technology only for lawful purposes and in accordance with these Terms of Use. By using the Program Technology, you agree to the following:

1. You agree not to use the Program Technology, intentionally or unintentionally, to violate any applicable local, state, federal or international law or regulation; or any written rules or policies provided by the University in connection with the Program.
2. You agree not to defame, abuse, harass, intimidate, stalk, threaten or otherwise violate the legal rights of others, including without limitation, others’ privacy rights or rights of publicity.
3. You agree not to collect any information about other users (including usernames and/or email addresses) for any purpose unrelated to your participation in the Program.
4. You agree not to create or transmit advertising or unwanted electronic communications such as “spam” to other users of the Program Technology.
5. You agree not to use the Program Technology 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; or gain unauthorized access to other computer systems, materials, or information made available or through the Program Technology.
6. You agree not to take any action that could, disable, overburden, damage, or impair the Program Technology or Noodle’s information technology infrastructure, or interfere with any other use of the Program Technology, 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 or attempts to interfere with the proper administration of the Program Technology.
7. You agree not to use any robot, spider or other automatic device, process or means to access the Programs Services for any purpose, including collecting, monitoring, or copying any of the material made available by or through the Program Technology, including without limitation, any information residing on any server or database connected to the Program Technology. You agree not to reverse engineer any portion of the Program Technology and not to modify or adapt any portion of the Program Technology, unless expressly authorized by Noodle.
8. You agree not to remove any copyright, trademark, or other proprietary rights notices contained in or on the Program Technology. You agree not to reformat, frame or deep-link any portion of the Program Technology.
9. You agree not to publish, upload, display, transmit or otherwise make publicly available on the Program Technology any protected health information or personally identifiable information of a third party(s) without their authorization, including but not limited to, addresses, phone numbers, email addresses, social security numbers, or credit card numbers.
10. You agree not to impersonate any person or entity or misrepresent your affiliation with any other person or entity, including Noodle and the University, and any of their affiliates, students, faculty, or staff.
11. You agree that you will not allow any third party to violate these Terms of Use.
12. You acknowledge and agree that Noodle may communicate with you and send you administrative messages and service announcements. You are not permitted to opt out of receiving them while enrolled in the Programs.

We may terminate your use and access of the Program Technology and delete your Program Technology account at any time, without prior notice, for your breach of these Terms of Use or for any conduct that we or the University consider inappropriate.

PROPRIETARY PROGRAM CONTENT

The Program Technology contain information, text, files, images, photos, videos, sounds, musical works, works of authorship, applications, associated trademarks, service marks, and trade dress and other such materials and content (“Content”) of Noodle or its licensors (“Program Content”). Program Content is protected by copyright, trademark, patent, trade secret and other laws, and as between you and Noodle, Noodle owns and retains all rights in the Program Content and Program Technology, subject to your underlying ownership in any User Content (defined below) that you post on the Program Technology.

Noodle hereby grants you a limited, revocable, non-transferable, non-sublicensable license to access and display Program Content solely for your personal, educational, and non-commercial use in connection with the Program Technology. Except as expressly authorized by Noodle in writing, you agree to not reproduce, duplicate, publicly display, distribute, archive, modify, publish, broadcast, transmit, retransmit, or sell the Program Content, (whether in whole or in part).

USER CONTENT

Certain features of the Program Technology permit users to submit, publish, upload, transmit, or otherwise make available on the Program Technology (hereinafter “Post”) Content, including, but not limited to text, photographs, videos, articles, music, creative works, ideas, or other materials (the “User Content”). Subject to the license you grant to Noodle herein, you retain any ownership that you have of User Content that you post on the Program Technology.

By posting User Content on the Program Technology, you hereby agree to the following without Noodle or the University owing any further obligation to you, financial or otherwise:

1. Warranties. You represent and warrant that you solely own, or otherwise have the full right and permission to exploit all of the rights to the User Content and to grant the rights and licenses set forth herein. You further represent and warrant that such User Content does not violate these Terms of Use or violate or infringe upon the rights of Noodle, the University, or any third party, including, without limitation, rights in copyright, trademark, trade secret, confidentiality, contract, patent; rights of privacy or publicity; or any other proprietary right.
2. Content License. You hereby grant Noodle and the University and their affiliates, subcontractors, licensees, successors and assigns a non-exclusive, irrevocable, perpetual, worldwide, paid-up, royalty-free, and transferable right and license to use, adapt, archive, copy, delete, disclose, display, distribute, enhance, import, modify, post, publish, reproduce, reformat, sell, store, translate, transmit, sublicense and create derivative works of any User Content that you Post on the Program Technology 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, subject, however, to Noodle’s Privacy Policy.
3. Attribution. You grant Noodle 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 Program Technology in accordance with the terms of our Privacy Policy.
4. Moral Rights. If it is determined that you have moral rights (including rights of attribution or integrity) in any User Content, you hereby waive such rights to the extent 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, the University or their licensees, subcontractors, successors, and assigns and their respective trustees, directors, officers, stockholders, agents, and employees; and (b) and you hereby forever release such parties from any claims that you could otherwise assert against them by virtue of any such moral rights.
5. Social Media Content. The Program Technology 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 is (1) provided subject to all of the same terms, licensees and conditions as other User Content posted on the Program Technology, (2) may include personally identifiable information regarding you and be published on the Program Technology, and (3) may be retained and treated by Noodle in the same manner and subject to the same conditions as other User Content posted on the Program Technology.
6. Prohibited Content. You are responsible for complying with all laws applicable to the User Content that you Post on the Program Technology. 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 further agree not to Post any User Content that:

• Warranties. You represent and warrant that you solely own, or otherwise have the full right and permission to exploit all of the rights to the User Content and to grant the rights and licenses set forth herein. You further represent and warrant that such User Content does not violate these Terms of Use or violate or infringe upon the rights of Noodle, the University, or any third party, including, without limitation, rights in copyright, trademark, trade secret, confidentiality, contract, patent; rights of privacy or publicity; or any other proprietary right.
• Contains or implies false or misleading indications of origin, or endorsement;
• falsely expresses or implies that such User Content is sponsored or endorsed by Noodle or the University;
• anything that would constitute plagiarism;
• contains vulgar, profane, abusive or hateful language, epithets or slurs, 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, or unreasonably harmful or offensive to any individual or community;
• 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;
• transmits any viruses, worms, defects, Trojan horses, spyware, or other computer code that is harmful or invasive or is intended to hijack the operation of, or to monitor the use of, any hardware, or software, or equipment;
• unfairly interferes with any third party’s uninterrupted use and enjoyment of the Program;
• includes images, photos, articles or other content that constitutes, promote or encourage 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; or
• otherwise violates these Terms of Use, as determined by us in our sole discretion.

Noodle reserves the right to edit, modify, reject, refuse to Post or remove any User Content (including private messages) you or third-parties have Posted. A violation of certain of these Terms of Use may be referred to law enforcement authorities.

TRADEMARKS

Certain trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Program Technology are trademarks of Noodle, the University, and their licensors. Nothing contained in the Program Technology should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Program Technology without the written permission of Noodle, the University, or such third party that may own other trademarks displayed in connection with the Program Technology. Your misuse of the Trademarks or any other content displayed on the Program Service is strictly prohibited. You are also advised that the Noodle will aggressively enforce its intellectual property rights to the fullest extent of the law.

INFRINGEMENT

If you believe that Content on the Program Technology infringes your intellectual property rights, please send a notice of claimed infringement to concern@noodlepartners.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 email 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’s designated copyright agent for notification of claimed copyright infringement can be reached at 860 Broadway, 6th Floor, NY NY 10003, or at concern@noodlepartners.com.

ACCURACY OF CONTENT

You acknowledge that Noodle and the University do not guarantee the accuracy, integrity or quality of the Content that appears on or through the Program Technology, including without limitation, any other users, students, faculty, or staff. You further acknowledge that Noodle does not control the information submitted by any other users and that any opinions, advice, services, offers, other information or User Content that are disseminated through the Program Technology are of their respective authors, and are neither Noodle’s or the University’s. Noodle reserves the right, but is not obligated to, monitor or verify any third-party content. Noodle recommends that you independently verify all information prior to making any educational or educational financing decisions.

THIRD PARTY LINKS

The Program Technology may contain hyperlinks to other websites and webpages (“Third-Party Pages”) as well as to text, graphics, videos, images, music, sounds, information, and software applications belonging to or originating from other third-parties (collectively, “Third-Party Applications”). Noodle does not control Third-Party Pages or Third-Party Applications. You acknowledge that we do not review or monitor any Third-Party Pages or Third-Party Applications and that we do not endorse and are not responsible or liable for the accuracy, quality, advertising, content, products or other materials on or available from such services. If you choose to leave the Program Technology to access any Third-Party Pages or Third-Party Applications, you do so at your own risk.

TERM

These Terms of Use shall remain in full force and effect while you use the Program Technology or have an account for the Program Technology. You may request that Noodle terminate your account at any time, for any reason, by emailing your request to inquiry@noodlepartners.com. We will process your request within a reasonable time after receipt. Even after your account is terminated and you stop using the Program Technology, these Terms of Use will remain in effect.

DISCLAIMERS AND WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PROGRAM SERVICES IS AT YOUR SOLE RISK AND THAT THE FUNCTIONS OF THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

Noodle and the University, and their subsidiaries, agents, affiliates, subcontractors, licensees, successors and assigns do not represent or warrant:

(A) your use of the website will meet your requirements;

(B) your use of the website will be uninterrupted, available at any time, timely, secure or free from error;

(C) the accuracy or completeness of the information, text, graphics, links, or other items contained in the program services;

(D) defects in the operation or functionality of any software provided to you as part of the website will be corrected; or

(E) that the website is free of viruses or other potentially harmful components.

Any material downloaded or otherwise obtained by you through the use of the Program Technology is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or other device, or loss of data that results from the download of any such material.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NOODLE AND THE UNIVERSITY FURTHER DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON CERTAIN WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOODLE IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OF THE PROGRAM SERVICES OR ANY OTHER THIRD PARTY.

>NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM NOODLE, THE UNIVERSITY, OR THE PROGRAM SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

LIMITATION OF LIABILITY

You expressly understand and agree that Noodle shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Noodle’s reasonable control, including without limitation, mechanical, electronic, or communications failure or degradation (including “line-noise” interference). WITHOUT LIMITING THE FOREGOING, NOODLE, THE UNIVERSITY, AND THEIR SUBSIDIARIES, AGENTS, AFFILIATES, SUBCONTRACTORS, LICENSEES, SUCCESSORS AND ASSIGNS AND THEIR RESPECTIVE, OWNERS, OFFICERS, DIRECTORS. EMPLOYEES, OR AGENTS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

I. ANY CHANGES WHICH NOODLE MAY MAKE TO THE WEBSITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE WEBSITE (OR ANY FEATURES WITHIN THE WEBSITE);

II. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE WEBSITE;

III. YOUR FAILURE TO PROVIDE NOODLE WITH ACCURATE PERSONAL INFORMATION;

IV. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; OR

V. THIRD PARTY CONTENT, INCLUDING ANY ERRORS OR OMISSIONS IN ANY CONTENT.

The limitations on Noodle’s and the University’s liability shall apply whether or not Noodle or the University has been advised of or should have been aware of the possibility of any such losses arising.

NOTHING IN THESE TERMS OF USE SHALL EXCLUDE OR LIMIT NOODLE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND NOODLE’S OR THE UNIVERSITY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

APPLICABLE LAWS

You acknowledge and agree that these Terms of Use 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 Use 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 Program Content and any other intellectual property of, Noodle or the University and their affiliates, subcontractors, licensees and successors, in addition to such other legal and equitable rights and remedies as shall be available, Noodle and the University and their affiliates, subcontractors, 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.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Noodle, the University and their affiliates, and their respective employees, faculty, students, officers, directors, shareholders, agents, representatives, licensors, and subcontractors from and against any and all claims, liabilities, costs and expenses, including attorney’s fees, made by any third party to the extent arising out of (a) your use of or activities in connection with the Program Technology, (b) the violation of these Terms of Use by you (including all other agreements, policies, and rules contained herein) or (c) the infringement by you, or any third party using your account, of any intellectual property or other right of a third party.

Your obligation to defend and indemnify Noodle survives the termination of these Terms of Use and your use of the Program Technology. Noodle and the University reserve the right, at their own expense, to assume the exclusive defense and control of any claim subject to indemnification by you hereunder, and in such case, you agree to cooperate with Noodle or the University’s defense of such a claim.

MISCELLANEOUS

The failure of Noodle or the University to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Noodle is a trademark of Noodle Education, Inc. The Terms of Use operate to the fullest extent permissible by law. If any provision of these Terms of Use 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 Use, and does not affect the validity and enforceability of any remaining provisions. These Terms of Use (including all other agreements, policies, rules, and guidelines referred to herein) constitute the entire agreement between you and Noodle regarding the use of the Program Technology.

EFFECTIVE DATE:

This Terms of Use was last revised on June 11, 2020 and is effective as of that date.