A. Introduction and Acceptance of Terms

Welcome to Noodle Partners, Inc. (“Noodle” or “we” or “us”). Noodle manages online academic programs, non-credit courses, and certificates (“Program”) for our partner colleges and universities (“University”). Noodle’s proprietary platform helps users search for degree programs/and or courses and to access Program content (“Learning Platform”). The following Terms and Conditions (“Terms of Use”) govern your use of our websites, landing pages, Learning Platform, applications, and other products and services (collectively, the “Noodle Services”). By using the Noodle Services, you agree to be bound by these Terms of Use, including the policies referenced in these Terms of Use. If you do not agree with any of the Terms of Use, please leave this website immediately and do not use or access the Noodle Services. To use the Noodle Services, you must be at least 13 years of age and able to enter into a valid and legally enforceable agreement.

B. Privacy

Noodle 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 Services and what Noodle may do with that information.

C. Noodle Account

When you use the Noodle 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 Services without an account.

All registration information you submit to Noodle 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 of any unauthorized use of your account.

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

D. Using the Noodle Services

Subject to these Terms of Use and policies, we grant you a limited, personal, non-exclusive, non-transferable, and revocable license to use the Noodle Services. You may use the Noodle Services only for lawful purposes and in accordance with these Terms of Use. By using the Noodle Services, you agree to the following:

1. You agree not to use the Noodle Services, intentionally or unintentionally, to violate any applicable local, state, federal or international law or regulation.
2. You agree not to use the Noodle Services to interfere with the rights of other users.
3. 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 users or members.
4. You agree not to create or transmit unwanted electronic communications such as “spam” to other users of the Noodle Services or otherwise interfere with other users’ use and enjoyment of the Noodle Services.
5. 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 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.
6. You agree not to take any action that could, as determined by us in our sole discretion, disable, overburden, damage, or impair the Noodle Services or Noodle’s information technology infrastructure, or interfere with any other use of the Noodle 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 Services or otherwise attempt to interfere with the proper working of the Noodle Services.
7. You agree not to use any robot, spider, automated systems, or other automatic device, process or means to access the Noodle Services for any purpose, including monitoring, copying, extracting, or screen scraping any of the material on the Noodle Services. You agree not to use any manual process to monitor or copy any of the material on the Noodle Services or to engage in any other unauthorized purpose without the express prior written consent of Noodle. You agree not to translate or reverse engineer any portion of the Noodle Services and not to modify or adapt any portion of the Noodle Services unless expressly authorized by Noodle.
8. You agree not to remove any copyright, trademark, or other proprietary rights notices contained in or on the Noodle Services.
9. You agree not to reformat, frame or deep-link any portion of the Noodle Services.
10. You agree that you will not allow any third party to violate these Terms of Service. 
11. You agree that if you submit the information request form, a representative of the Institution (School or otherwise) that you selected, as well as Noodle Partners, Inc. and/or its Education Network, can contact you at the e-mail address and phone number you provided – potentially using automated technology. Your consent is not an obligation to purchase any educational programs or services.

E. Noodle Services Content

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

F. User content

Certain features of the Noodle Services, like the Learning Platform, permit users to submit, post, contribute or otherwise make available (hereinafter “post”) content on the Noodle Services, including, without limitation, questions, educational content, comments, posts on forums, photographs, information, quizzes, homework, and other materials (“User Content”). This User Content under certain circumstances may be shared with other users, students, instructors, and Noodle. This content may also become public. Subject to the license you grant to Noodle herein, you retain any ownership that you have of User Content that you post on the Noodle Services. User Content does not include course content or other materials made available on or placed on the Learning Platform by or on behalf of Universities or their instructors using the Learning Platform. As between Noodle and University, such content is governed by the relevant agreements in place between Noodle and University.

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

1. 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 Services, and that such User Content is accurate, does not violate these Terms of Use, 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.
2. Content License: You hereby grant Noodle 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, display, distribute, modify, post, publish, reproduce, reformat, store, translate, transmit, use, and create derivative works of any User Content that you post on or submit to the Noodle 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.
3. Social Media Content: The Noodle Services may give you the opportunity to submit User Content through Facebook, Twitter, 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 Services, (2) may include personally identifiable information regarding you and be published at the Noodle Services, 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 Noodle Services.
4. Prohibited Content: You are responsible for complying with all laws applicable to the User Content that you post on the Noodle 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;
• 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 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 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 Use, as determined by us in our sole discretion.
• Noodle 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 Use may be referred to law enforcement authorities.

G. Experts

Noodle features the work of independent contributors (“Experts”) in a number of fields to enrich the dialogue on the Noodle 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 Services. We are not liable for your reliance on the information or advice presented by any Expert or other party posting Content.

H. Content quality

You acknowledge that Noodle cannot and does not guarantee the accuracy, integrity or quality of Content posted on the Noodle Services by third parties, including, without limitation, our Experts and other users. You further acknowledge that Noodle 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 Services are of their respective authors, not Noodle. You also acknowledge that Experts and other Noodle users are solely liable for their Content. You acknowledge that Noodle 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 Services you may be exposed to Content that is offensive, indecent, objectionable, and/or illegal in your jurisdiction. Under no circumstances will Noodle 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.

I. Learning Platform

1. Suitability of Courses and Certificates: Before registering for any Course, you are responsible for determining the suitability of the Course for your individual requirements. If you don’t find the Course suitable please see the refund policy. 
2. Course Requirements: There may be Courses that require the use of certain technology and websites such as Youtube, CNN, Zoom, and Vimeo. There are jurisdictions that restrict the use and block these services from access from within the jurisdiction.  If these services are blocked then you may not be able to properly access the Course content. Prior to registering for a course, we strongly recommend that you check with us if you have any concerns about being able to access the Course content by utilizing these services. 
3. No Academic Credit: Unless explicitly stated on the Course description, participation or completion of a Course does not confer any academic credit. In the event that credit is granted, there is no assurance that another institution will accept that credit. 
4. Changes to Courses: Noodle reserves the right to cancel, interrupt, reschedule, or modify any Course offering. 
5. Relationship with the University: Unless you are enrolled as a student of a degree granting program from a University, nothing in these Terms of Use or otherwise with respect to your participation in any Courses by Universities establishes an enrolled student relationship between you and the University, or entitles you to use any resources  or services of the University beyond participation in the Course offering. ‍
6. Certificates: Certificates of completion following your successful completion of a Course will be issued according to stipulated requirements for the award of a Certificate. A certificate will not be issued if you have not met the stipulated requirements to be awarded one.

J. Fees

Course Fees: When you register for a Course, you agree to pay the applicable fees and such other amounts that may be due by you arising from your participation in the Noodle Service. 

‍Outstanding Fees: If your Course fees are not settled in accordance with the agreed payment terms, you will not receive your final results from your Course, and we will also not issue any letters or Certificates confirming completion of the Course.

K. Security

The security of your information is very important to us. To safeguard the personal information of the users of the Noodle Services, Noodle has chosen to use a proven method of securing its data and business supporting technologies. By employing the International Standards Organization’s (“ISO”) 27001 standard, Noodle follows a mature program for the assurance of information security. However, due to the inherent open nature of the Internet, no data transmission over the Internet or any wireless network can be guaranteed to be secure. As a result, while we take measures to protect your personal information, we cannot ensure or guarantee the security of any information you send to us or that we store on our servers. Your use of the Noodle Services demonstrates your assumption of this risk.

L. Data Transfers

Personal Information collected by Noodle may be transferred to, stored, and processed, in your country and in the United States, or any other country where our service providers process information. Our service providers are required by contract to safeguard this Personal Information and are prohibited from using it for any purpose other than to perform the services instructed by Noodle. Data protection laws vary among countries, with some providing more protection than others. Regardless of where your information is processed, we apply the same protections described in our Privacy Policy. We also take steps to provide adequate protection for any transfer of your Personal Information in accordance with applicable law.

M. Trade Regulations

Accessing the Noodle Services from territories where the Noodle Services, or any content or functionality of the Services, or portions thereof, is illegal is expressly prohibited. If you choose to access, purchase, or use the Services, in any manner, you: (i) acknowledge and agree that you do so at your own initiative and at your own risk; and (ii) represent and warrant that you are doing so in compliance with all applicable laws, regulations and orders, including, without limitation, the laws of the United States, and the member states of the European Union.

N. Infringement

If you believe that Content on the Noodle Services infringes your intellectual property rights, please send a notice of claimed infringement to concerns@noodle.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’s designated copyright agent for notification of claimed copyright infringement can be reached at concerns@noodle.com.

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

O. Links and advertisements

Noodle 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 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.

P. Term

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

Q. Disclaimer

THE NOODLE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. NOODLE 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 SERVICES OR ANY SOFTWARE, INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON OR IN ASSOCIATION WITH THE NOODLE SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NOODLE 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 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 SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOODLE IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OF THE NOODLE SERVICES OR ANY OTHER THIRD PARTY. Noodle does not warrant or covenant that the Noodle 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 Services are free of viruses or other potentially harmful components. Any material or Content downloaded or otherwise obtained through the use of the Noodle 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 OR THE NOODLE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

R. Limitation on liability

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 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’S 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 FOR THE NOODLE 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.”

S. Governing Law

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 Noodle Content and any other intellectual property of Noodle and its affiliates, licensees and successors, in addition to such other legal and equitable rights and remedies as shall be available, Noodle 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.

T. Indemnity

You agree to indemnify and hold Noodle 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 Services, (ii) the violation of the Terms of Use 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.

U. Miscellaneous

The failure of Noodle 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 Partners, 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 Service, 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 Noodle Services.

V. Updates

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

These Terms of Use were last revised on January 1, 2022