GoNoodle End User License Agreement

Last updated: August 26, 2019

This Mobile Application End User License Agreement (“License Agreement”) is a binding agreement between GoNoodle, Inc. (“we,” “us,” “our,” “GoNoodle,” or “Licensor”) and you (“you,” “your,” “End User,” or “Licensee”).  This License Agreement governs your use of the GoNoodle Application, and it includes all related documentation (collectively, the “Application”), which is made available through third-party application stores and our website, gonoodle.com (the “Site”), and is available for download, installation, and use on a mobile phone, or tablet device (“Mobile Device”).  For purposes of clarity, THIS APPLICATION IS LICENSED, NOT SOLD, TO YOU.

 

Read this License Agreement carefully before you begin using the Application.  The terms contained herein apply to all End Users of the Application. 

 

BY DOWNLOADING, INSTALLING, AND USING THE APPLICATION, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS LICENSE AGREEMENT; (B) REPRESENT THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER OR, FOR USERS UNDER THE AGE OF EIGHTEEN (18), THAT A PARENT OR GUARDIAN HAS REVIEWED THESE TERMS AND APPROVED YOUR USE OF THE APPLICATION, IN WHICH CASE SUCH PARENT SHALL BE FULLY RESPONSIBLE FOR ALL OBLIGATIONS UNDER THIS AGREEMENT; AND (C) ACCEPT THIS LICENSE AGREEMENT AND ACKNOWLEDGE THAT YOU OR YOUR PARENT ARE LEGALLY BOUND BY ITS TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION. IF YOU HAVE ALREADY DOWNLOADED AND/OR INSTALLED THE APPLICATION, BUT YOU DO NOT AGREE TO THIS LICENSE AGREEMENT, THEN YOU SHOULD DELETE THE APPLICATION FROM YOUR MOBILE DEVICE.

 

Note that the License Agreement may be updated from time to time, and any User’s continued use of the Application after we have made updates to the terms shall be considered acceptance of those updates.  For clarity, all updates are effective immediately when posted. It is your responsibility to check the License Agreement periodically for updates.

 

1. Scope of License Grant.  Subject to the terms of this License Agreement, GoNoodle grants you a limited, non-exclusive, and nontransferable license to download, install, and use the Application for your personal, non-commercial use on a single Mobile Device, strictly in accordance with this License Agreement.  This License Agreement does not allow you to use the Application on any electronic device that is not owned or otherwise controlled by you. This License Agreement shall govern any upgrades provided by GoNoodle to the Application, unless otherwise specified by GoNoodle at the time the upgrade is made available to a User.

2. Term.  This License Agreement shall commence on the date that you install the application and is perpetual until either (a) you or GoNoodle provides to the other a notification of an intent to terminate this License Agreement, or (b) the License Agreement otherwise terminates pursuant to Section 9 below.

3. End User Restrictions.  The End User shall not:

Download and/or install the Application onto a Mobile Device that is not owned or otherwise controlled by the End User;

Copy the Application, except as expressly permitted by this License Agreement;

Rent, lease, lend, sell, sublicense, assign, distribute, re-distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including but not limited to, making the Application available on a network where it is capable of being accessed by more than one (1) device at any time;

Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application;

Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof; or

USE THE APPLICATION IN, OR IN ASSOCIATION WITH, THE DESIGN, CONSTRUCTION, MAINTENANCE, OR OPERATION OF ANY HAZARDOUS ENVIRONMENTS OR SYSTEMS, INCLUDING ANY POWER GENERATION SYSTEMS; AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER TRANSPORT MANAGEMENT SYSTEMS; ANY SAFETY-CRITICAL APPLICATIONS, INCLUDING MEDICAL OR LIFE-SUPPORT SYSTEMS, VEHICLE OPERATION APPLICATIONS OR ANY POLICE, FIRE, OR OTHER SAFETY RESPONSE SYSTEMS; AND ANY MILITARY OR AEROSPACE APPLICATIONS, WEAPONS SYSTEMS, OR ENVIRONMENTS.

4. Reservation of Rights. You DO NOT acquire any ownership interest in the Application under this License Agreement, or any other rights thereto, other than to use the Application in accordance with the limited license granted, hereunder, and subject to all terms, conditions, and restrictions, under this License Agreement.  Licensor reserves and shall retain its entire right, title, and interest in and to the Application, including all patent, copyright, trademark, trade secret, and other intellectual property rights therein or relating thereto, except as expressly granted to Licensee under these terms.

5. Collection and Use of Your Information; Consent You acknowledge that when you download, install, and subsequently use this Application, we will collect information about you and about your Mobile Device.  we may use automatic means (by way of example only, phone number tracking, geolocation software, cookies, web beacons, and/or software command scripts) to collect information about your use of the Application.  Additionally, you may be required to provide certain information as a condition to downloading, installing, or using the Application, and you may choose to share additional information about yourself or your use of the Application, periodically, through the Application itself. 

YOU AGREE THAT GONOODLE MAY COLLECT AND USE TECHNICAL DATA AND RELATED INFORMATION, INCLUDING BUT NOT LIMITED TO, INFORMATION ABOUT YOUR MOBILE DEVICE AND ASSOCIATED COMPUTING DEVICE, SYSTEM, SOFTWARE, AND PERIPHERALS, AS IT IS GATHERED AUTOMATICALLY, PERIODICALLY, AND ON A CYCLICAL BASIS BY THE APPLICATION.  We utilize this data to facilitate your use of the Application, as well as the provision of software updates, Application support, and other related services for the benefit of maintaining and operating the Application.

You further agree that GoNoodle may collect and use information about you, in accordance with the terms set forth in our Privacy Policy http://www.gonoodle.com/privacy-policy/.  Additionally, at a fundamental level, the services delivered by the Application depend on your submission of certain personally identifiable information (“PII”).  When you download the Application, install it on your Mobile Device, and input PII into the Application, you acknowledge that the Application will collect and store such information in accordance with our Privacy Policy and our obligations under federal and state laws and corresponding regulations.  GoNoodle will not solicit or receive any of your PII from educational institutions, including but not limited to primary or secondary schools, colleges, or universities.

For purposes of clarity, ANY AND ALL INFORMATION THAT WE COLLECT THROUGH OR IN CONNECTION WITH THIS APPLICATION, IS SUBJECT TO OUR PRIVACY POLICY.  By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy and all applicable laws and regulations.

6. Updates From time to time, in its sole discretion, Licensor may develop and make available software updates to the Application, which could include upgrades, bug fixes, patches, error corrections, new features, and/or modification or deletion of existing features and functionality (collectively, including related documentation, “Updates”).  Licensee acknowledges and agrees that Licensor has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Updates shall be delivered to Licensee based on the Mobile Device settings, when the device is connected to the Internet, by either: (a) an automatic Update initiated by the Application, which shall download and install any available Update; or (b) a notification Update in which the Licensee receives notice of the availability of an Update prior to choosing to download and install the Update accordingly.  Licensee’s decision not to Update, or Licensee’s failure to promptly update the Application may result in the inability of the Application, or portions thereof, to operate properly. LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT ALL UPDATES WILL BE DEEMED TO BE PART OF THE APPLICATION AND, AS SUCH, ALL UPDATES ARE SUBJECT TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.

7. Content and Services.  The Application may provide you with access to certain features, functionality, and content accessible on or through the Application (collectively, “Content and Services”).  your access to and use of such Content and Services are governed by our Privacy Policy http://www.gonoodle.com/privacy-policy/. Your access to and use of such Content and Services may require you to acknowledge your acceptance of our Privacy Policy, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality.  

8. Your Termination Requirements; GoNoodle’s Termination Rights The term of this License Agreement commences and continues as set forth in Section 2.  When this License Agreement is terminated, you agree that you shall delete the Application and all copies thereof from your Mobile Device.  Notwithstanding the provisions of Section 2, GoNoodle may terminate this License Agreement at any time without notice.  In addition, this License Agreement will terminate immediately and automatically without any notice, if you violate any of the terms and conditions of this License Agreement.  Upon termination: (i) all rights granted to you under this License Agreement will also terminate; and (ii) you must cease all use of the Application and delete all copies of the Application from your Mobile Device.  TERMINATION WILL NOT LIMIT ANY OF GONOODLE’S RIGHTS OR REMEDIES AT LAW OR IN EQUITY.

9. Disclaimer of Warranties THIS APPLICATION IS PROVIDED TO LICENSEE “AS IS” AND “WITH ALL FAULTS AND DEFECTS,” WITHOUT WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.  LICENSOR MAKES NO WARRANTIES WITH REGARD TO THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, FUNCTIONALITY, TIMELINESS, SPEED, OR ACCESSIBILITY OF ANY INFORMATION SUPPLIED, OR IN CONNECTION WITH THE SERVICES OFFERED WITH THE APPLICATION. LICENSOR DOES NOT WARRANT THAT THE APPLICATION WILL BE OPERATIONAL, SECURE, ERROR-FREE, OR VIRUS-FREE. LICENSEE ACKNOWLEDGES AND AGREES THAT USE OF THE APPLICATION IS AT LICENSEE’S SOLE RISK AND LICENSEE RECOGNIZES THAT LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH LICENSEE’S ENJOYMENT OF THE APPLICATION, OR THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED BY, THE APPLICATION WILL MEET LICENSEE’S REQUIREMENTS.

10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE GONOODLE FROM ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE APPLICATION.  IN NO EVENT SHALL GONOODLE BE LIABLE FOR PERSONAL INJURY, DIRECT DAMAGES, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE, OR INABILITY TO USE, THE APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN TORT, CONTRACT, OR OTHERWISE), REGARDLESS IF GONOODLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS GoNoodle and its affiliates, officers, directors, employees, agents, contractors, licensors, and any information providers, from and against any and all third-party demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) arising out of, in connection with, or resulting from any violation or alleged violation of your breach of or default under the terms or conditions of this License Agreement, your use or misuse of the Application, or any negligence, gross negligence or willful misconduct by or on behalf of you or your employees or agents.

12. Export Regulation The Application may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation (including but not limited to any U.S.-embargoed countries, to anyone on the U.S. Treasury Department’s Specially Designated Nationals List, or the U.S. Department of Commerce Denied Persons List or Entity List).  You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the United States.

13. U.S. Government Rights.  The Application is commercial computer software, as such term is defined in 48 C.F.R. § 2.101.  Any User who is an agency of the U.S. Government, or any contractor therefor, shall receive only those rights with respect to the Application as are granted to all other End Users under this License Agreement, in accordance with (a) 48 C.F.R. §§ 227.7201 – 7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government licensees and their contractors.

14. Additional Terms for Users Who Download This Application through the Apple Store.  The following additional terms apply to you, if you download this Application through the Apple Store:  

This License Agreement is applicable between GoNoodle and you, but not Apple, Inc. (“Apple”).  GoNoodle, not Apple, offers the Application to you, and Apple has no responsibility to you for any use of, or information related to, the Application and this License Agreement.

Apple has no obligation to provide maintenance and support services with respect to the Application, as used on your iPhone or iPod touch Mobile Devices.  In the event of any failure of the Application to conform with any applicable warranty, you may notify Apple regarding a refund of your purchase price of this Application; Apple shall have no other obligations with respect to failures of the Application.  For reference, review Section 10, above, for our “Disclaimer of Warranties.”

Should you have any claim, whether your own claim or whether a third-party claim has been filed against you, relating to your possession or use of the Application, Apple shall have no responsibility to you.

Licensor and Licensee hereby acknowledge and agree that Apple and its subsidiaries are third-party beneficiaries of this License Agreement.  Upon Licensee’s acceptance of these terms, Apple, as a third-party beneficiary, will receive (and otherwise shall be deemed to have received) the right to enforce this License Agreement against the Licensee.  Additionally, you agree to comply with applicable third party terms of agreement when using the Application. 

You represent and warrant that (a) you are not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a “terrorist supporting” country; and (b) you are not listed on any United States Government list of prohibited or restricted parties. 

 

15. Additional Terms for Users Who Download This Application through Google Play The following additional terms apply to you, if you download this Application through the Google Play:

This License Agreement is applicable between GoNoodle and you, but not Google, Inc. (“Google”).  GoNoodle, not Google, offers the Application to you, and Google has no responsibility to you for any use of, or information related to, the Application and this License Agreement.

Google has no obligation to undertake or provide maintenance or support services with respect to the Application.  In the event of any defect or performance issue in the Application, the End User should notify GoNoodle, not Google.  Google shall not be responsible to you for any complaints you have regarding this Application, as used on your Android Mobile Device.  

16. Miscellaneous.  

Severability.  In the event that any provision of this License Agreement, or the application of any provision of this License Agreement, is held to be contrary to law by a tribunal or court of competent jurisdiction, the remaining provisions of this License Agreement shall continue in full force and effect, and this License Agreement shall be interpreted as if such invalid provision was omitted.

Governing Law.  The construction, interpretation and performance of this License Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee, and any dispute regarding this License Agreement or arising hereunder shall be resolved in the state or federal courts located in Davidson County, Tennessee.

Limitation of Time to File Claims.  ANY CAUSE OF ACTION OR CLAIM A USER MAY HAVE ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Assignment.  A User may not assign, transfer, or delegate any of its obligations under this License Agreement, without the prior written consent of GoNoodle.  Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void.

Notices.  Notices given to GoNoodle shall be sent to the attention of:  GoNoodle – EULA Requests 

By email: privacy@gonoodle.com 

By regular mail:

Privacy Request – EULA

GoNoodle, Inc.

209 10th Avenue South

Suite 350

Nashville, TN 37203