Noodle Terms of Use

Noodle is an ai driven messaging and transactional platform that enables Sellers of all kinds to engage with and get paid by their customers (or “Buyers”). We have tried to make these terms of use as simple to read and understand as we possibly can. Above every section we’ll summarize the most important parts, but these summaries are not legally binding, so please look at the full version of the text if you have questions or concerns.

Last Updated: July 31 2023

Welcome to Noodle!

To summarize: by using Noodle you agree to these terms.


These are Noodle’s terms of use, and they apply to all Users of the Noodle platform (“Platform”). “We,” “our” or “us” refers to Noodle Shops Inc. and our subsidiaries. “Noodle” refers to this platform and the software services and tools offered by us. By using Noodle you agree to these terms and to the other policies we post. This agreement is between Noodle Shops Inc. (“Noodle”), and you. “You” as used herein include any “User” of the Platform including Sellers and Buyers as well as any other applicable. Collectively, “Users” shall mean both Sellers and Buyers. Please read them carefully and let us know if you have any questions. For information about our data practices, please see our Privacy Policy, which includes information on our Cookie Policy. We can collect and use your information in accordance with those policies. To make these Terms easier to read, the Site and our services, including the Platform, are collectively called the “Services".

These Noodle End-User License Agreement and Website Terms and Conditions (“Terms”) are inclusive of the Noodle Privacy Policy (“Privacy Policy”), and any and all other applicable Noodle operating rules, policies, price schedules and other supplemental terms and conditions or documents that may be published from time to time, which are expressly incorporated herein by reference, shall be referred to herein, collectively, as the “Agreement.”

NOTICE: THE AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS THAT MAY ARISE HEREUNDER AGAINST Noodle, AS WELL AS ITS PARENT, SUBSIDIARIES, MEMBERS, RELATED PARTIES, THIRD-PARTY PROVIDERS AND MARKETING PARTNERS (COLLECTIVELY, “COVERED PARTIES”), WHO ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT.

NEW JERSEY STATE RESIDENTS ARE ENCOURAGED TO REVIEW THEIR RIGHTS UNDER THE AGREEMENT, AS PROVIDED UNDER THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT WARRANTY AND NOTICE ACT (“TCCWNA”).

To summarize: by using Noodle you agree to these terms.


These are Noodle’s terms of use, and they apply to all Users of the Noodle platform (“Platform”). “We,” “our” or “us” refers to Noodle Shops Inc. and our subsidiaries. “Noodle” refers to this platform and the software services and tools offered by us. By using Noodle you agree to these terms and to the other policies we post. This agreement is between Noodle Shops Inc. (“Noodle”), and you. “You” as used herein include any “User” of the Platform including Sellers and Buyers as well as any other applicable. Collectively, “Users” shall mean both Sellers and Buyers. Please read them carefully and let us know if you have any questions. For information about our data practices, please see our Privacy Policy, which includes information on our Cookie Policy. We can collect and use your information in accordance with those policies. To make these Terms easier to read, the Site and our services, including the Platform, are collectively called the “Services".

These Noodle End-User License Agreement and Website Terms and Conditions (“Terms”) are inclusive of the Noodle Privacy Policy (“Privacy Policy”), and any and all other applicable Noodle operating rules, policies, price schedules and other supplemental terms and conditions or documents that may be published from time to time, which are expressly incorporated herein by reference, shall be referred to herein, collectively, as the “Agreement.”

NOTICE: THE AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS THAT MAY ARISE HEREUNDER AGAINST Noodle, AS WELL AS ITS PARENT, SUBSIDIARIES, MEMBERS, RELATED PARTIES, THIRD-PARTY PROVIDERS AND MARKETING PARTNERS (COLLECTIVELY, “COVERED PARTIES”), WHO ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT.

NEW JERSEY STATE RESIDENTS ARE ENCOURAGED TO REVIEW THEIR RIGHTS UNDER THE AGREEMENT, AS PROVIDED UNDER THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT WARRANTY AND NOTICE ACT (“TCCWNA”).

To summarize: by using Noodle you agree to these terms.


These are Noodle’s terms of use, and they apply to all Users of the Noodle platform (“Platform”). “We,” “our” or “us” refers to Noodle Shops Inc. and our subsidiaries. “Noodle” refers to this platform and the software services and tools offered by us. By using Noodle you agree to these terms and to the other policies we post. This agreement is between Noodle Shops Inc. (“Noodle”), and you. “You” as used herein include any “User” of the Platform including Sellers and Buyers as well as any other applicable. Collectively, “Users” shall mean both Sellers and Buyers. Please read them carefully and let us know if you have any questions. For information about our data practices, please see our Privacy Policy, which includes information on our Cookie Policy. We can collect and use your information in accordance with those policies. To make these Terms easier to read, the Site and our services, including the Platform, are collectively called the “Services".

These Noodle End-User License Agreement and Website Terms and Conditions (“Terms”) are inclusive of the Noodle Privacy Policy (“Privacy Policy”), and any and all other applicable Noodle operating rules, policies, price schedules and other supplemental terms and conditions or documents that may be published from time to time, which are expressly incorporated herein by reference, shall be referred to herein, collectively, as the “Agreement.”

NOTICE: THE AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS THAT MAY ARISE HEREUNDER AGAINST Noodle, AS WELL AS ITS PARENT, SUBSIDIARIES, MEMBERS, RELATED PARTIES, THIRD-PARTY PROVIDERS AND MARKETING PARTNERS (COLLECTIVELY, “COVERED PARTIES”), WHO ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT.

NEW JERSEY STATE RESIDENTS ARE ENCOURAGED TO REVIEW THEIR RIGHTS UNDER THE AGREEMENT, AS PROVIDED UNDER THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT WARRANTY AND NOTICE ACT (“TCCWNA”).

  1. About Noodle. 

Noodle offers a curated experience for Sellers to optimize their ability to find Buyers who are seeking Seller services.  The Services may be used to find, offer, and receive Seller services. Noodle is not acting as an agent in any capacity for any Sellers or Buyers unless otherwise explicitly stated in this Agreement. Noodle does not guarantee that all Buyer Requests will be reviewed or presented to all the potential Sellers of such services. 


EACH SELLER AND EACH BUYER AGREE AND ACKNOWLEDGE THAT MAY BE REQUIRED TO INDEPENDENTLY RESOLVE ANY DISPUTES REGARDING ANY SALES TRANSACTION EFFECTUATED THROUGH THE SERVICES BETWEEN EACH OTHER WITHOUT NAMING NOODLE AND WITHOUT INCLUDING NOODLE AS A PARTY IN SUCH DISPUTE. WITHOUT limitation, Noodle is not responsible for the sale or delivery of any goods or services. Each Seller and each Buyer agrees to hold harmless and not sue Noodle with respect to any dispute that a Buyer or Seller may have regarding any goods or services sold through the Services.

Noodle offers a curated experience for Sellers to optimize their ability to find Buyers who are seeking Seller services.  The Services may be used to find, offer, and receive Seller services. Noodle is not acting as an agent in any capacity for any Sellers or Buyers unless otherwise explicitly stated in this Agreement. Noodle does not guarantee that all Buyer Requests will be reviewed or presented to all the potential Sellers of such services. 


EACH SELLER AND EACH BUYER AGREE AND ACKNOWLEDGE THAT MAY BE REQUIRED TO INDEPENDENTLY RESOLVE ANY DISPUTES REGARDING ANY SALES TRANSACTION EFFECTUATED THROUGH THE SERVICES BETWEEN EACH OTHER WITHOUT NAMING NOODLE AND WITHOUT INCLUDING NOODLE AS A PARTY IN SUCH DISPUTE. WITHOUT limitation, Noodle is not responsible for the sale or delivery of any goods or services. Each Seller and each Buyer agrees to hold harmless and not sue Noodle with respect to any dispute that a Buyer or Seller may have regarding any goods or services sold through the Services.

Noodle offers a curated experience for Sellers to optimize their ability to find Buyers who are seeking Seller services.  The Services may be used to find, offer, and receive Seller services. Noodle is not acting as an agent in any capacity for any Sellers or Buyers unless otherwise explicitly stated in this Agreement. Noodle does not guarantee that all Buyer Requests will be reviewed or presented to all the potential Sellers of such services. 


EACH SELLER AND EACH BUYER AGREE AND ACKNOWLEDGE THAT MAY BE REQUIRED TO INDEPENDENTLY RESOLVE ANY DISPUTES REGARDING ANY SALES TRANSACTION EFFECTUATED THROUGH THE SERVICES BETWEEN EACH OTHER WITHOUT NAMING NOODLE AND WITHOUT INCLUDING NOODLE AS A PARTY IN SUCH DISPUTE. WITHOUT limitation, Noodle is not responsible for the sale or delivery of any goods or services. Each Seller and each Buyer agrees to hold harmless and not sue Noodle with respect to any dispute that a Buyer or Seller may have regarding any goods or services sold through the Services.

  1. Who May Use the Services? 

a. General. You may use the Services only if you are in business and capable of forming a binding Sales Agreement, and not otherwise barred from using the Services under applicable law. If you are an entity, the person signing up for and using the Services is acting on behalf of such entity.


b. User Accounts. In order to use the Services, you will need to obtain a User account. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account. At the time of forming the account, Noodle may require you to sign an agreement (either online or otherwise), agreeing to these terms and other terms related to the Services. At the time of setting up the account, each Seller will provide to Noodle their standard Seller Terms. Sellers may further be required to form an account through Stripe in order to participate, or additional fees may apply.


c. Acceptance of User Account. Noodle reserves the right to accept or reject your entering into a User account and using the Services in Noodle’s sole discretion. For Sellers, without limitation, Noodle may conduct diligence and you agree to provide any commercial information requested by Noodle with respect to such diligence, and authorize Noodle to conduct credit or other reports regarding your business. You may be rejected from participation in the Services in Noodle’s sole discretion.


d. Seller Verification. User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Seller’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users and (ii) screen Users against third party databases or other sources and request reports from service providers. If such additional screening action is taken, you will be promptly notified no later than three days after our initial request. You agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.


e. Noodle is currently available in the following countries: Australia, Austria, Belgium, Canada, Croatia, Denmark, Finland, France, Germany, Greece, Hungary, Ireland, India, Italy, Luxembourg, Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Scotland, Singapore, Spain, Sweden, Switzerland, United Kingdom, United States. The only supported language on the Noodle Platform is English.

a. General. You may use the Services only if you are in business and capable of forming a binding Sales Agreement, and not otherwise barred from using the Services under applicable law. If you are an entity, the person signing up for and using the Services is acting on behalf of such entity.


b. User Accounts. In order to use the Services, you will need to obtain a User account. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account. At the time of forming the account, Noodle may require you to sign an agreement (either online or otherwise), agreeing to these terms and other terms related to the Services. At the time of setting up the account, each Seller will provide to Noodle their standard Seller Terms. Sellers may further be required to form an account through Stripe in order to participate, or additional fees may apply.


c. Acceptance of User Account. Noodle reserves the right to accept or reject your entering into a User account and using the Services in Noodle’s sole discretion. For Sellers, without limitation, Noodle may conduct diligence and you agree to provide any commercial information requested by Noodle with respect to such diligence, and authorize Noodle to conduct credit or other reports regarding your business. You may be rejected from participation in the Services in Noodle’s sole discretion.


d. Seller Verification. User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Seller’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users and (ii) screen Users against third party databases or other sources and request reports from service providers. If such additional screening action is taken, you will be promptly notified no later than three days after our initial request. You agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.


e. Noodle is currently available in the following countries: Australia, Austria, Belgium, Canada, Croatia, Denmark, Finland, France, Germany, Greece, Hungary, Ireland, India, Italy, Luxembourg, Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Scotland, Singapore, Spain, Sweden, Switzerland, United Kingdom, United States. The only supported language on the Noodle Platform is English.

  1. User Content. 

You are solely responsible for, and assume all liability regarding, any information and content you provide or otherwise make available on the Services, including the text and images in your profile and in your communications with other Users (“User Content”).

  1. Changes to these Terms or the Services. 

We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

  1. General Prohibitions

You agree not to do any of the following:

  • Post, upload, or transmit any User Content that (i) is threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, false, misleading, deceptive, invasive, racist, or contains any type of offensively suggestive, inappropriate, or explicit language or confidential, non-public information about any third party; (ii) is threatening, vulgar, offensive, or pornographic; promotes or threatens violence or actions that are threatening to any person or entity; or contains nudity or graphic or gratuitous violence; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (v) infringes, misappropriates, or violates a third party’s trademark, patent, trade secret, copyright, moral rights or other proprietary rights, or rights of publicity or privacy; (vi) contains any type of unauthorized or unsolicited advertising or commercial communications (such as spam or multi-level marketing); (vii) impersonates any person or entity, including any Noodle employees or representatives; or (vii) promotes illegal or harmful activities or substances;

  • Collect User Content, personally-identifiable information or any other information, or otherwise access the Services, using automated means (such as harvesting bots, robots, spiders, scrapers, or other means);

  • Advertise any product or service, including any engagement in multi-level marketing or “pyramid schemes” on the Services;

  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

  • Use any meta tags or other hidden text or metadata utilizing our trademarks, logos, URLs or product names without our express written consent;

  • Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Agreement;

  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

  • Attempt in any way to obtain the login information of or otherwise access an Account belonging to someone else;

  • Bully, intimidate, or harass any User;

  • Use, display, mirror or frame the Services or any individual element within the Services, our name, any Noodle trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;

  • Impersonate or misrepresent your affiliation with any person or entity;

  • Engage in any activity or use any program that could disable, overburden, or impair the proper working or our set appearance of the Services, such as a denial of service attack, interference with page rendering, or using a program that interferes with other Services functionality; and

  • Encourage or enable any other individual to do any of the foregoing.


Although we’re not obligated to monitor access to or use of the Services or to review or edit any User Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with this Agreement and to comply with applicable law or other legal requirements.  We reserve the right, but are not obligated, to remove or disable access to any part of the Services, including any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any of the foregoing to be objectionable or in violation of this Agreement.  We have the right to investigate violations of this Agreement or conduct that affects the Services.  We may also consult and cooperate with law enforcement and other authorities, including by sharing any User Content, as requested by law enforcement or as we, in our sole discretion, deem necessary to protect the safety or wellbeing of our Users or any other person.

  1. Content Ownership

a. Your license to us of User Content.  By submitting any User Content, you (i) represent and warrant that you have all the appropriate rights and permission (including getting permission from others in photos you provide) to provide such User Content to us, and (ii) grant us a perpetual, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any such User Content in connection with operating and providing the Services to you and other Users, for marketing and internal research purposes, and for external research purposes (for external research, any information will be provided in anonymized and aggregated form).  You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.


b. Deleting your User Content.  You may delete your User Content via the functionality of the Services.  However, you understand that removed User Content may persist in backup copies for a reasonable period of time (but will not be available to others).


c. Our ownership.  We do not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit your User Content.  Subject to the foregoing, We and our licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights.  You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries.  You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.


d. Our license to you.  Subject to your compliance with this Agreement, we grant to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, and, display the content made available on the Services solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

  1. Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”).  You can submit Feedback by emailing us at support@noodle.shop via the functionality of the Services.  You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

  1. Privacy Policy. 

You agree to review and agree to our Privacy Policy https://noodle.shop/privacy-policy (“Privacy Policy”). You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

  1. DMCA/Copyright Policy. 

Noodle respects copyright law and expects its Users to do the same. It is Noodle’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Noodle’s Copyright and IP Policy at https://noodle.shop/privacy-policy for further information.

  1. Disclaimer of Warranty

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND.  WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.  We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

  1. Limitation of Liability

  • NEITHER NOODLE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NOODLE OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  • IN NO EVENT WILL NOODLE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO NOODLE FOR USE OF THE SERVICES OR FIFTY DOLLARS ($50), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO NOODLE, AS APPLICABLE.

  • THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NOODLE AND YOU.

  1. Indemnification

You will indemnify and hold harmless Noodle and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services, (ii) your User Content, or (iii) your violation of this Agreement.

  1. Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you.  You may delete your Account, deactivate your membership, or put your Account on hold at any time by sending an email to us at accounts@noodle.shop or via the functionality of the App; deleting your Account is your sole method of terminating this Agreement.  

  1. Governing Law and Forum Choice

This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of CA, without regard to its conflict of laws provisions.  Except as otherwise expressly set forth in Section 15 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Noodle are not required to arbitrate will be the state and federal courts located in the United States, and you and Noodle each waive any objection to jurisdiction and venue in such courts.

  1. Dispute Resolution

a. Mandatory Arbitration of Disputes.  We each agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding.  You and Noodle agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that you and Noodle are each waiving the right to a trial by jury or to participate in a class action.  This arbitration provision shall survive termination of this Agreement.


b. Exceptions and Opt-out.  As limited exceptions to Section 15 (a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.  In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at accounts@noodle.shop within thirty (30) days following the date you first agree to this Agreement.


c. Conducting Arbitration and Arbitration Rules.  The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement.  The AAA Rules are available at www.adr.orgor by calling 1-800-778-7879.  A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules.  The AAA provides a form Demand for Arbitration at www.adr.org.


d. If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules.  If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules.  Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location.  The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.


e. Arbitration Costs.  Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.  We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous.  If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you.  If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.


f. Class Action Waiver.  YOU AND NOODLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.  If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.


g. Effect of Changes on Arbitration.  Notwithstanding the provisions of Section 4 “Changes to Agreement or Services” above, if Noodle changes any of the terms of this Section 15 “Dispute Resolution” after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email to accounts@noodle.shop) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Noodle’s email to you notifying you of such change.  By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Noodle in accordance with the terms of this Section 15 “Dispute Resolution” as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).


h. Severability.  With the exception of any of the provisions in Section 19(e)of this Agreement (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.

  1. General Terms

a. Entire Agreement.  This Agreement constitutes the entire and exclusive understanding and agreement between Noodle and you regarding the Services and Content, and this Agreement supersede and replace any and all prior oral or written understandings or agreements between Noodle and you regarding the Services and Content.  If any provision of this Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.  You may not assign or transfer this Agreement, by operation of law or otherwise, without Noodle’s prior written consent.  Any attempt by you to assign or transfer this Agreement, without such consent, will be null.  Noodle may freely assign or transfer this Agreement without restriction.  Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.


b. Notices.  Any notices or other communications provided by Noodle under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Services.  For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.


c. Waiver of Rights.  Noodle’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision.  The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Noodle.  Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

For Sellers on Noodle

  1. Restrictions

We don’t allow any services, subscriptions, one-off sessions or live online session transactions and benefits that violate our policies. You can learn more by visiting our Community Guidelines and Privacy Policy. A summary of those rules is that we don’t allow:

  • Illegal creations, subscriptions, memberships, services or benefits.

  • Creations or benefits that are abusive towards other people.

  • Creations or benefits that use others’ intellectual property, unless you have written permission to use it, or your use is protected by fair use.

  • Creations or benefits with real people engaging in sexual acts.


If a Buyer who uses your services (“customers”) includes people under the age of 18, then please remind them that they need permission to join your membership, and those under the age of 13 cannot use Noodle. We are not required to allow any particular person or group of persons to be your customers on our platform.


As a Seller you are also responsible for keeping customer data that we share with you in your dashboard safe. A Noodle account is tied to your creative output and cannot be sold or transferred for use by another Seller.

We don’t allow any services, subscriptions, one-off sessions or live online session transactions and benefits that violate our policies. You can learn more by visiting our Community Guidelines and Privacy Policy. A summary of those rules is that we don’t allow:

  • Illegal creations, subscriptions, memberships, services or benefits.

  • Creations or benefits that are abusive towards other people.

  • Creations or benefits that use others’ intellectual property, unless you have written permission to use it, or your use is protected by fair use.

  • Creations or benefits with real people engaging in sexual acts.

If a Buyer who uses your services (“customers”) includes people under the age of 18, then please remind them that they need permission to join your membership, and those under the age of 13 cannot use Noodle. We are not required to allow any particular person or group of persons to be your customers on our platform.

As a Seller you are also responsible for keeping customer data that we share with you in your dashboard safe. A Noodle account is tied to your creative output and cannot be sold or transferred for use by another Seller.

We don’t allow any services, subscriptions, one-off sessions or live online session transactions and benefits that violate our policies. You can learn more by visiting our Community Guidelines and Privacy Policy. A summary of those rules is that we don’t allow:

  • Illegal creations, subscriptions, memberships, services or benefits.

  • Creations or benefits that are abusive towards other people.

  • Creations or benefits that use others’ intellectual property, unless you have written permission to use it, or your use is protected by fair use.

  • Creations or benefits with real people engaging in sexual acts.

If a Buyer who uses your services (“customers”) includes people under the age of 18, then please remind them that they need permission to join your membership, and those under the age of 13 cannot use Noodle. We are not required to allow any particular person or group of persons to be your customers on our platform.

As a Seller you are also responsible for keeping customer data that we share with you in your dashboard safe. A Noodle account is tied to your creative output and cannot be sold or transferred for use by another Seller.

  1. Intellectual property & Content Ownership

To summarize: you own all the rights to the content you publish on Noodle and Noodle owns all the IP of any software and features it builds on its platform.


All content and derivatives of the content in forms of Noodles, Bytes, Broadcasts, Posts and Comments hosted on the Noodle platform are owned by the Seller when created by the Seller. Noodles, Bytes, Broadcasts and Comments can only be delivered on the Noodle platform. We will not deliver them on any third-party platform other than our own web platform and the Noodle widget which may be used by Sellers on their own websites. 

Intellectual Property of the Seller includes but is not limited to videos, copy, audio files, and photos uploaded by the Seller are owned by the Seller.  

All Intellectual Property around Noodles, its implementation, design and software of said Noodles is owned by Noodle Shops Inc. 

  1. Seller Responsibilities

To summarize: you agree to deliver the services you advertise on your Noodle product pages in a timely manner, if a customer of yours requests a refund because you have not responded in a timely manner, we will refund the customer in full. Noodle will assist in formatting and creation of all Noodle content via features in the platform.


a. Seller Dashboard Listing Requirements. When offering to provide products through the Services you must (i) provide complete and accurate information about the services being offered; and (ii) disclose any deficiencies, restrictions and requirements that apply in the Seller dashboard, and (iii) provide any other pertinent information requested by Noodle. 


b.
Performance. You are responsible to complete all deliverables (In-Person Sessions, Online Sessions & Chat Memberships) in a timely manner as specified on their product page details. All fulfillment of Seller services will be provided by the Seller. 


c.
Refunds. Refund requests from customers will be managed by Noodle and in all cases if the Seller has not delivered the service in the time specified by them, Noodle customer support representatives will refund the customer of the Seller in full. If the monthly or weekly payout has not been processed to the Seller, Noodle will adjust this refund amount and you will see it in your ledger of transactions for that payout period as a full refund and you will not receive those funds. If the monthly or weekly payout has already been processed to the Seller, Noodle will adjust this refund amount with future earnings to be paid out to the Seller.

  1. Noodle Ai Assistant

The Noodle Ai Assistant is integrated into every chat that is created for every Lead or Paid Customer on the Noodle Platform. By creating your Noodle Shop you are allowing Noodle Ai to respond to your leads and paid customers in chat to better assist you. Your customers will know that it is an “Automated Ai message” and that it is not from you but from an Ai that has been trained in understanding your products and services. The Noodle Ai is in research and development and we are taking every precaution to ensure that it renders meaningful conversational messages to your leads and customers but it sometimes may not, you need to rely on your Noodle Dashboard and the Messages portal to observe Noodle Ai’s conversations and provide feedback via email to support@noodle.shop on ways you think we can improve the Ai Model. 


It is not possible to use Noodle without the Ai integration. Noodle Ai Assistant is available in the free tier to a limited number of leads and customers and the number of Leads varies per paid Tier. Please refer to the Leads sub-section under the For Sellers on Noodle section for more details.

We don’t allow any services, subscriptions, one-off sessions or live online session transactions and benefits that violate our policies. You can learn more by visiting our Community Guidelines and Privacy Policy. A summary of those rules is that we don’t allow:

  • Illegal creations, subscriptions, memberships, services or benefits.

  • Creations or benefits that are abusive towards other people.

  • Creations or benefits that use others’ intellectual property, unless you have written permission to use it, or your use is protected by fair use.

  • Creations or benefits with real people engaging in sexual acts.

If a Buyer who uses your services (“customers”) includes people under the age of 18, then please remind them that they need permission to join your membership, and those under the age of 13 cannot use Noodle. We are not required to allow any particular person or group of persons to be your customers on our platform.

As a Seller you are also responsible for keeping customer data that we share with you in your dashboard safe. A Noodle account is tied to your creative output and cannot be sold or transferred for use by another Seller.

We don’t allow any services, subscriptions, one-off sessions or live online session transactions and benefits that violate our policies. You can learn more by visiting our Community Guidelines and Privacy Policy. A summary of those rules is that we don’t allow:

  • Illegal creations, subscriptions, memberships, services or benefits.

  • Creations or benefits that are abusive towards other people.

  • Creations or benefits that use others’ intellectual property, unless you have written permission to use it, or your use is protected by fair use.

  • Creations or benefits with real people engaging in sexual acts.

If a Buyer who uses your services (“customers”) includes people under the age of 18, then please remind them that they need permission to join your membership, and those under the age of 13 cannot use Noodle. We are not required to allow any particular person or group of persons to be your customers on our platform.

As a Seller you are also responsible for keeping customer data that we share with you in your dashboard safe. A Noodle account is tied to your creative output and cannot be sold or transferred for use by another Seller.

  1. Payments.

a. Authorization. Noodle will invoice Buyer. The Buyer is responsible for timely paying all charges, fees, duties, taxes, and assessments arising out of the Sales Agreement regardless of when invoiced. Each Buyer will pay to Noodle’s third party payment processor all fees and costs arising under the Sales Agreement to the designated account. Each Seller hereby appoints Noodle or its payment processor as its agent to receive such payment on Seller’s behalf. Noodle currently uses Stripe, Inc. and its affiliates, as well as PayPal and in some cases Routable as third-party service providers for payment processing services (e.g., card acceptance, merchant settlement, and related services) (each, a “Third-Party Service Provider”).  By buying or selling through Noodle or on any other portion of the Service, you (a) agree to be bound by, in the case of Stripe, Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Stripe Connected Account Agreement (currently accessible at  https://stripe.com/legal/connect-account); and in the case of PayPal, PayPal’s Privacy Statement (currently accessible at https://www.paypal.com/us/webapps/mpp/ua/privacy-full) and its terms of service (currently accessible at https://www.paypal.com/us/webapps/mpp/ua/Useragreement-full?locale.x=en_US; and in the case of Routable, Routable’s Privacy Policy (currently accessible at https://routable.com/legal/privacy/) and their Terms of Service (currently accessible at https://routable.com/legal/terms-of-service/)  (b) agree to provide only true, accurate, current and complete information about you and to update such information as necessary to maintain its truth and accuracy; and (c) and you hereby consent and authorize Noodle, Stripe and PayPal to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Each Buyer will pay by wire transfer to the designated account or through such other payment method that may be offered through the Services from time to time. Except as provided in the Terms or when required by law, all fees paid to Noodle are non-refundable.  All payments are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

We don’t allow any services, subscriptions, one-off sessions or live online session transactions and benefits that violate our policies. You can learn more by visiting our Community Guidelines and Privacy Policy. A summary of those rules is that we don’t allow:

  • Illegal creations, subscriptions, memberships, services or benefits.

  • Creations or benefits that are abusive towards other people.

  • Creations or benefits that use others’ intellectual property, unless you have written permission to use it, or your use is protected by fair use.

  • Creations or benefits with real people engaging in sexual acts.

If a Buyer who uses your services (“customers”) includes people under the age of 18, then please remind them that they need permission to join your membership, and those under the age of 13 cannot use Noodle. We are not required to allow any particular person or group of persons to be your customers on our platform.

As a Seller you are also responsible for keeping customer data that we share with you in your dashboard safe. A Noodle account is tied to your creative output and cannot be sold or transferred for use by another Seller.

We don’t allow any services, subscriptions, one-off sessions or live online session transactions and benefits that violate our policies. You can learn more by visiting our Community Guidelines and Privacy Policy. A summary of those rules is that we don’t allow:

  • Illegal creations, subscriptions, memberships, services or benefits.

  • Creations or benefits that are abusive towards other people.

  • Creations or benefits that use others’ intellectual property, unless you have written permission to use it, or your use is protected by fair use.

  • Creations or benefits with real people engaging in sexual acts.

If a Buyer who uses your services (“customers”) includes people under the age of 18, then please remind them that they need permission to join your membership, and those under the age of 13 cannot use Noodle. We are not required to allow any particular person or group of persons to be your customers on our platform.

As a Seller you are also responsible for keeping customer data that we share with you in your dashboard safe. A Noodle account is tied to your creative output and cannot be sold or transferred for use by another Seller.

  1. Independent Contractor. 

If you choose to use the Services, your relationship with Noodle is limited to being an independent, third-party contractor, and not an employee, agent, joint venture or partner of Noodle for any reason (except as limited payment agent to Seller as set forth above), and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Noodle. Noodle does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically.

We don’t allow any services, subscriptions, one-off sessions or live online session transactions and benefits that violate our policies. You can learn more by visiting our Community Guidelines and Privacy Policy. A summary of those rules is that we don’t allow:

  • Illegal creations, subscriptions, memberships, services or benefits.

  • Creations or benefits that are abusive towards other people.

  • Creations or benefits that use others’ intellectual property, unless you have written permission to use it, or your use is protected by fair use.

  • Creations or benefits with real people engaging in sexual acts.

If a Buyer who uses your services (“customers”) includes people under the age of 18, then please remind them that they need permission to join your membership, and those under the age of 13 cannot use Noodle. We are not required to allow any particular person or group of persons to be your customers on our platform.

As a Seller you are also responsible for keeping customer data that we share with you in your dashboard safe. A Noodle account is tied to your creative output and cannot be sold or transferred for use by another Seller.

We don’t allow any services, subscriptions, one-off sessions or live online session transactions and benefits that violate our policies. You can learn more by visiting our Community Guidelines and Privacy Policy. A summary of those rules is that we don’t allow:

  • Illegal creations, subscriptions, memberships, services or benefits.

  • Creations or benefits that are abusive towards other people.

  • Creations or benefits that use others’ intellectual property, unless you have written permission to use it, or your use is protected by fair use.

  • Creations or benefits with real people engaging in sexual acts.

If a Buyer who uses your services (“customers”) includes people under the age of 18, then please remind them that they need permission to join your membership, and those under the age of 13 cannot use Noodle. We are not required to allow any particular person or group of persons to be your customers on our platform.

As a Seller you are also responsible for keeping customer data that we share with you in your dashboard safe. A Noodle account is tied to your creative output and cannot be sold or transferred for use by another Seller.

  1. Transaction Fees

To summarize: Noodle Chat fees are a percentage of the total transaction value based on the subscription tier the Seller is in, as defined on https://noodle.shop/creator-success/noodle-subscription paid by the Seller.  A transaction fee of 3% + 30c is applied to all transactions and paid by the customer, this credit card processing fee is applied by our processor Stripe on all transactions.


a. In-Person Bookings. Noodle “Chat In-Person” transactions are for no additional costs for all Sellers and service providers as of date provided by Noodle on its Platform and applied to the transaction at the point of purchase. Sellers must pay all taxes as applicable for their services and taxes are always included in the price displayed to and paid for by the customer. Noodle reserves the right to charge a small fee of up to 3% for In-Person Service transactions offered on Noodle. Noodle also reserves the right to charge a small fee of up to 3% to the customer during purchase. 


b. Live Online Sessions Bookings. Noodle Online Live Online Chat Sessions fees are 5% of all Noodle transactions and applied to the transaction at the point of purchase. 


c. Subscription Memberships & Community Memberships. Noodle fees are a percentage of all Noodle transactions and applied to the transaction at the point of purchase. The noodle fees vary by the Tier a Seller is in and are defined here https://noodle.shop/creator-success/noodle-subscription


d. Chat Memberships and One-off Chat transactions. Noodle fees are vary by the Tier a Seller is in and are defined here https://noodle.shop/creator-success/noodle-subscription

  1. Platform Fees

To summarize: Noodle Platform (i.e., "SaaS”) fees are based on usage tiers and number of customers served for free on Noodle and are paid by the Seller or solopreneur. 


a. Starter. Noodle does not charge Sellers a monthly SaaS fee in this tier. Payouts are restricted to monthly as defined in the Payouts Section in this agreement. Number of Leads is restricted in this tier as defined in the Leads Section in this agreement. The use of Noodle’s Ai Assistant may be restricted in this free Starter Tier.


b. Growth. Noodle charges Sellers a monthly SaaS fee in this tier. Payouts are restricted to Sellers' choice of weekly or monthly as defined in the Payouts Section in this agreement. Number of Leads is restricted in this tier as defined in the Leads Section in this agreement. 


c. Scale. Noodle charges Sellers a monthly SaaS fee in this tier. Payouts are restricted to Sellers' choice of weekly or monthly as defined in the Payouts Section in this agreement. Number of Leads is restricted in this tier as defined in the Leads Section in this agreement.  


d. Superstar. Noodle charges Sellers a monthly SaaS fee in this tier. Payouts are restricted to Sellers' choice of weekly or monthly as defined in the Payouts Section in this agreement. Number of Leads is restricted in this tier as defined in the Leads Section in this agreement.  


e. General. For the latest pricing and limit of leads served on each Tier please refer to the Pricing page on our website.  Noodle reserves the right to increase or decrease the prices of any and all of the membership Tiers it offers to Sellers. Any price change will be notified to all Sellers via email and in their dashboard and will go into effect the following month of service.

  1. Taxes & VAT

To summarize: In countries and states where applicable, VAT is included in the cost of the service being rendered on Noodle. These VAT taxes are automatically paid out at the point of transaction and the amount paid by your customers is always inclusive of all VAT and taxes.


a. Tax & VAT where applicable. We collect tax identification information and report this to tax authorities as legally required. You are responsible for reporting any income or withholding taxes which may be due as a result of payments received. We are additionally responsible for a number of transactional taxes across the world. These include but are not limited to VAT on payments for electronically supplied services to customers in the EU, GST as an operator of an electronic distribution platform (EDP) within Australia, and state sales tax as a result of ‘marketplace laws’ within the United States. For the purpose of electronically-supplied services, Sellers make a supply of those services to us, and then we supply them to their customers. To learn more about how we handle transaction taxes, please check our VAT Guide. In locales where Noodle is required to collect transaction tax from customers, all taxes are included in the price shown to the customer, so please factor this in when pricing your service offerings. Applicable tax will be taken from a transaction, and will be included so that the customer always knows what they will have to finally pay for a service on Noodle, they will not be surprised to see an addition of tax at checkout. Once settled, the tax amount will be automatically deducted for remittance to the applicable taxing authority. A record of the transaction tax portion of the purchase will be available on your Payouts details page in your dashboard. As an Seller on our site, it is your responsibility to understand the tax implications for you and price your In-person, Live Online Video, Chat products or membership subscriptions appropriately to always include these taxes.

  1. Payouts

To summarize: Payouts to Sellers are made on the first Monday of the second week of every month in the Starter Tier and the first working day of every week in the Growth & Scale Tiers. 


a. Agreement to Third Party Service Provider. All revenue from sales of Noodles will be paid directly to the Seller via Noodle’s integration with a third party payments provider like Stripe or Routable. All Sellers using Noodle will be asked to create an automated payout account which may be hosted by a third party such as Routable and or Stripe. We cannot make any payments by check or via wire. To get paid in a timely manner, you agree to follow the prompts on your dashboard which will guide you through connecting your bank account to Noodle or a third party of our choosing. It can take up to 10 days for an ACH transaction to be processed but in 95% of cases this transfer will be completed in 4 business days. Noodle Support will be able to answer all questions with respect to the status of the transaction and any delays that you may be experiencing. Please note that due to banking regulations, processes and international treaties it can sometimes take up to 10 business days or more to receive your payouts.

Starter

Growth

Scale

Superstar

Payout frequency

Once a month

Up to once a week

Up to once a week

Up to once a week

Payout method

Specified in your Dashboard

Specified in your Dashboard

Specified in your Dashboard

Specified in your Dashboard

When is the payout initiated

first Monday of the second week of every month

first working day of every week

first working day of every week

first working day of every week or monthly based on experts choice

As an Seller you make your membership or provide a service available on Noodle, and we provide these services or memberships to your customers on a one-off or subscription basis. We also handle payments issues such as fraud, chargebacks and resolution of payments disputes. We try to provide timely access to your funds based on your Noodle Tier, but you may occasionally experience delays in accessing your funds. We may also block or hold payments for violations of our policies or for compliance reasons, including collecting tax reporting information. When payments are delayed or blocked we try to communicate the reason to you promptly. 

As an Seller you make your membership or provide a service available on Noodle, and we provide these services or memberships to your customers on a one-off or subscription basis. We also handle payments issues such as fraud, chargebacks and resolution of payments disputes. We try to provide timely access to your funds based on your Noodle Tier, but you may occasionally experience delays in accessing your funds. We may also block or hold payments for violations of our policies or for compliance reasons, including collecting tax reporting information. When payments are delayed or blocked we try to communicate the reason to you promptly. 

As an Seller you make your membership or provide a service available on Noodle, and we provide these services or memberships to your customers on a one-off or subscription basis. We also handle payments issues such as fraud, chargebacks and resolution of payments disputes. We try to provide timely access to your funds based on your Noodle Tier, but you may occasionally experience delays in accessing your funds. We may also block or hold payments for violations of our policies or for compliance reasons, including collecting tax reporting information. When payments are delayed or blocked we try to communicate the reason to you promptly. 

  1. Leads

To summarize: Noodle may limit the number of leads you can message on the Platform based on the Tier that you are in.  


Leads are Users that have identified themselves on your Platform dashboard or on the Noodle widget implementation on your website. Noodle may limit the number of leads you are able to chat with either yourself or with the use of your Noodle Ai Assistant based on the Tier you are in. 

Noodle will always allow leads to convert into paying customers regardless of the Tier you are in. 

Starter

Growth

Scale

Superstar

Number of Leads

Up to 1000

Up to 5000

Up to 15,000

>15,000

For Buyers on Noodle

  1. Your Noodle account

To summarize: You must provide Noodle with accurate and complete information, and be at least 13 years old to register for a Noodle account. You are entirely responsible for your use of your Noodle account. 


a. General. As a Buyer and a customer, you’re joining Noodle to be part of an exciting movement to support an Seller’s membership and one-off service while you get special benefits, which may include access to your Seller, exclusivity, and engaging experiences with the Seller and at times with a larger customer community. In exchange, you pay Noodle for membership programs, on a subscription basis or one-off transaction basis, to access and support Sellers you like and to consume the services they provide.


b. One-Time Payments and Subscriptions. Noodle requires payment of a fee for use of the Services (or certain portions thereof) and you agree to pay such fees. You have the option of making a one-time payment (“One-Time Payment”) or purchasing a subscription (“Subscription”) for such use.


c. General. Whether you make a One-Time Payment or purchase a Subscription (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.


d. Subscriptions. If you purchase a Subscription, you will be charged the annual Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each year thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE the Seller TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each year on the anniversary of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. No less than thirty (30) days and no more than sixty (60) days before your Subscription term ends, or otherwise in accordance with applicable law, Noodle will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Noodle. Your Subscription continues until canceled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.


e. Canceling One-Time Payment or Subscription. You may cancel a Transaction for a full refund within ten (10) calendar days of your initial purchase. AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to support@noodle.shop and our customer service team will handle your request as soon as they are able. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.


f. Refunds. Our policy is No Refunds, though we will allow for some exceptions where refunds are granted at our sole discretion or the customer support reps sole discretion, we do not have managers that decide this. If you are talking to a customer support representative from Noodle, know that they have the sole discretion as to whether to grant you your refund.

  1. Paid Features

To summarize: A “customer” is someone who purchases chat, live online or in-person one-off or membership-based subscriptions from Sellers on Noodle. Through a paid membership or on-off transaction on Noodle, customers directly interact with Sellers. 


a. General. When you create an account on Noodle, you must provide us with accurate information, in good faith, and you agree to keep your information updated if it changes. To create a Noodle account, you must be at least 13 years old and able to form a binding agreement in the jurisdiction where you are operating the Platform or have the consent of your legal guardian to access the Platform. You will need to be able to receive a one time code which is sent via SMS to a valid and working cellular phone or via email. 


b. No Cost Services. If you are 13 and above, you can join a Seller’s community as a member to receive their no-cost Broadcasts and other forms of communication provided you are operating the Platform in compliance with these Terms. 


c. Paid Services. To join a Seller’s community as a paid customer, or provide a service or membership as a Seller, you must be at least 18 years old. You are responsible for anything that occurs when anyone is signed into your account, as well as the security of the account. Please contact us immediately if you believe your account is compromised. You can learn more about security on our Security Policy page.

  1. Noodle's Role

To summarize: We proactively look at some Noodle Seller landing pages, products, services, broadcasts, bytes  and comments on Noodle and review reported pages to identify potential violations of our guidelines.


a. Monitoring Sellers. We monitor our Platform to assess whether Sellers are following our community guidelines. We also investigate reports of potential violations. These investigations may require .


b. Disputes. In most situations we will work with Sellers to resolve any potential violations and allow the Seller to continue using Noodle. Terminating accounts is not an action we take lightly and is done in only the most extreme cases. Noodle reserves the right to remove a Seller or customer from participating in annual memberships, monthly memberships or one-off transactions. Removal of the Seller or customer from participation in annual memberships, monthly memberships or one-off transactions will prohibit the Seller from accepting new annual, monthly or one-off payments, and prohibit the customer from making new payments, but will not result in an automatic removal of the Seller or customer from the platform, unless there is an independent basis for their removal from the platform. Please let us know if you see potential violations of our Community Guidelines.  You can report any issues you see to support@noodle.shop via email and we will do our best to get back to you in a timely manner.