Welcome to YouNoodle!

YouNoodle, Inc. ("YouNoodle," "we" or "us") provides a networking service that allows users to create personal profiles, including projects, skills and achievements, in order to find and communicate with people with common interests (the "Services"), through our website accessible at www.younoodle.com (the "Site"). Please read the following important terms and conditions ("Terms of Service") carefully. These Terms of Service govern your access to and use of the Site, including any content, information, products or Services therein. This is a legal agreement between you and YouNoodle. YOU UNDERSTAND THAT BY CLICKING THE "I AGREE" BUTTON, OR BY USING THE SITE, SERVICES (INCLUDING ANY CONTENT PROVIDED THEREIN), OR YOUR ACCOUNT, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE, INCLUDING THE PRIVACY POLICY. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES.

1. Modification of the Site or Terms of Service

YouNoodle reserves the right, in its sole discretion, at any time to modify, discontinue or terminate the Site and Services, or modify these Terms of Service without notice. All modified terms and conditions will be effective after they are posted on the Site (unless a longer notice period is required by applicable law). If any modified terms and conditions are not acceptable to you, your sole remedy is to cease using the Site and Services, and if applicable, cancel your YouNoodle account. By continuing to access or use the Site and Services after YouNoodle makes any such revision, you agree to be bound by the revised Terms of Service.

2. Content

Certain types of content are made available through the Site. "Content" as used in these Terms of Service means, collectively, the text, data, graphics, images, photos and video files made available through the Site, excluding User Submissions. "User Submissions" as used in these Terms of Service means, collectively, the text, data, graphics, images, photos and video files and other content and information which Members stream, post, upload and otherwise submit to the Site, including without limitation in Member created profile pages. YouNoodle reserves the right to remove and permanently delete any Content or User Submissions from the Site without notice. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting publishing or otherwise making available any User Submissions, emails or other materials that are believed to violate these Terms of Service.

3. Registration

In order to access certain features of the Site and Services, and to post User Submissions, you will have to create a YouNoodle account and become a "Member". To become a Member you must be at least 18 years of age. When you register, you will be asked to choose a user name and a password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken under your password, whether or not you have authorized such activities or actions. You will immediately notify YouNoodle of any unauthorized use of your password. You agree that the information that you provide to us upon registration, and at all other times will be true, accurate, current and complete. If you become a Member you consent to the use of: (a) electronic means to complete these Terms of Service and to provide you with any notices given pursuant to these Terms of Service; and (b) electronic records to store information related to these Terms of Service or your use of the Site and Services.

4. Termination; Cancellation

a. We may immediately terminate or suspend your access to the Site and Services and remove any material (including User Submissions) from the Site or our servers, in the event that you breach these Terms of Service. Notwithstanding the foregoing, we also reserve the right to terminate the Site, Services or your access thereto at any time and for any reason. After such a termination, you understand and acknowledge that we will have no further obligation to provide the Services. Upon termination, all licenses and other rights granted to you by these Terms of Service will immediately cease. YouNoodle not be liable to you or any third party for termination of the Services or termination of your use of the Services. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION (INCLUDING USER SUBMISSIONS) THAT YOU HAVE SUBMITTED ON THE SITE OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, YouNoodle will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party.

b. You may terminate your YouNoodle account at any time and for any reason by sending an email to contact us by e-mail. Upon any termination by a Member, the related account will no longer be accessible. Any cancellation request will be handled within 30 days of receipt of such a request by YouNoodle. Any suspension, termination or cancellation will not affect your obligations to YouNoodle under these Terms of Service (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

5. Third Party Links

The Site may provide links to third party websites or resources from the Site. You acknowledge and agree that YouNoodle is not responsible or liable for the availability or accuracy of, and YouNoodle does not endorse, such websites or resources or the content, products, or services on or available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

6. User Submissions

a. The Site may permit the submission and the hosting, sharing, and/or publishing of User Submissions. You understand that whether or not such User Submissions are published, YouNoodle does not guarantee any confidentiality with respect to any User Submissions.

b. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize YouNoodle to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these Terms of Service. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting the User Submissions to YouNoodle, you hereby grant YouNoodle a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Site and YouNoodle's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Site a non-exclusive license to access your User Submissions through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Site and under these Terms of Service. The foregoing license granted by you terminates once you remove or delete a User Submission from the Site.

c. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant YouNoodle all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage YouNoodle or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person. YouNoodle does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and YouNoodle expressly disclaims any and all liability in connection with User Submissions. YouNoodle does not permit copyright infringing activities and infringement of intellectual property rights on the Site, and YouNoodle will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. YouNoodle reserves the right to remove Content and User Submissions without prior notice. YouNoodle will also terminate a User's access to the Site, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Site more than twice. YouNoodle also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. YouNoodle may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

d. You understand that when using the Site, you will be exposed to User Submissions from a variety of sources, and that YouNoodle is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against YouNoodle with respect thereto, and agree to indemnify and hold YouNoodle, its owners and operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

7. Copyright Policy

You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of YouNoodle to terminate your access to the Site if you infringe the copyright rights of others upon receipt of proper notification to YouNoodle by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please provide our Copyright Agent, as indicated below, with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. YouNoodle's Copyright Agent for notice of claims of copyright infringement, Robert Goodson, can be reached by e-mail at copyrightnotices@younoodle.com. For clarity, only notices for copyright infringement should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to YouNoodle customer service through e-mail.

8. Adult Content

You agree not to submit any User Submissions YouNoodle considers to be of an adult, sexual or controversial nature, including, but not limited to, any pornographic, sexually explicit or sexually related themes, language, text, music or images (collectively, "Adult Content"). If YouNoodle finds User Submissions that it determines, in its sole discretion, contains Adult Content, YouNoodle may, without notice, remove or block access to such User Submissions. YouNoodle reserves the right to suspend or cancel at any time and without notice a Member's account that YouNoodle, in its sole discretion, determines to be in violation of this Section. YouNoodle will take all appropriate steps with User Submissions that YouNoodle believes violates applicable laws, including cooperation with any investigation. If you see a User Submission that you believe is Adult Content or is in violation of law or this Section, please contact YouNoodle immediately.

9. What You must NOT do

The Site and Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site or Services: (a) Circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Content; (b) Upload, stream, email or otherwise transmit (i) any User Submission to which you do not have the lawful right to copy, transmit and display (including any User Submission that would violate any confidentiality or fiduciary obligations that you might have with respect to the User Submission); (ii) any User Submission for which you do not have the consent or permission of each identifiable person in the User Submission to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the User Submission) and such consent or permission is necessary; or (iii) any User Submission that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (c) Use any meta tags or other hidden text or metadata utilizing a YouNoodle name, trademark, URL or product name; (d) Upload, stream, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, "pyramid schemes" or any other form of solicitation, as well as viruses or other computer code that may interrupt, destroy, limit the functionality of the Site or the Services, or interfere with the access of any Member or other user to the Site or the Services; (e) Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Services to send altered, deceptive or false source-identifying information; (f) Attempt to probe, scan or test the vulnerability of any YouNoodle system or network or breach or impair or circumvent any security or authentication measures protecting the Site or Services; (g) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Services, (h) Collect or store personal data about other users without their express permission; (j) Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud or (k) Encourage or instruct any other individual to do any of the foregoing or to violate any term of these Terms of Service.

10. What YouNoodle is NOT responsible for

YOUR USE OF THE SITE, SERVICES, CONTENT AND USER SUBMISSIONS IS AT YOUR SOLE DISCRETION AND RISK. THE SITE, SERVICES, CONTENT AND USER SUBMISSIONS, AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED THEREIN, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. YOUNOODLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, SERVICES, CONTENT AND USER SUBMISSIONS, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. YOUNOODLE DISCLAIMS ANY WARRANTIES: (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SITE; OR (II) THAT THE SITE, SERVICES, CONTENT AND USER SUBMISSIONS WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM YOUNOODLE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. Limitation of YouNoodle's Liability

IN NO EVENT WILL YOUNOODLE, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, SERVICES, CONTENT AND USER SUBMISSIONS WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT YOUNOODLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT WILL YOUNOODLE'S CUMULATIVE LIABILITY TO YOU EXCEED $100.

12. What You will indemnify YouNoodle from

You agree to defend, indemnify, and hold YouNoodle, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (i) your access to or use of the Site, Services, Content and User Submissions; (ii) your violation of these Terms of Service; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party.

13. General

These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and YouNoodle that arises in whole or in part from the Site shall be decided exclusively by a court of competent jurisdiction located in San Francisco County, California. These Terms of Service, together with the Privacy Policy, and any other legal notices published by us on the Site, shall constitute the entire agreement between you and YouNoodle concerning the Site and the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and YouNoodle's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. YouNoodle reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Site following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms.

14. Beta Version

From time to time YouNoodle may conduct open beta tests (each a "Beta") of existing or new features or versions of the Service (each a "Beta Service"). If you choose to register for a Beta, your participation is subject to the additional terms of this Section. You understand that the overall design of the Beta Service could change throughout the course of the Beta and that YouNoodle reserves the right to change or withdraw the Beta Product, discontinue the Beta, revoke your license to the Beta, or release the Beta Service as a final version at any time in its sole discretion. You agree to record and report all problems, issues, ideas, feedback and suggestions for enhancements to the Beta Service ("Feedback") to YouNoodle on a timely basis to the email address that will be provided to you along with beta testing materials, and during the Beta period, you will not speak to the press (including Internet press, e.g., blogs) regarding the Beta or the Beta Service, without our prior written consent. You hereby assign all right title and interest in and to your Feedback to YouNoodle and/or its affiliates, as applicable, and acknowledge that YouNoodle and/or its affiliates have the unrestricted right to use and exploit such Feedback in any manner, with or without attribution, and without compensation or any duty to account to you for such use.