Terms & Conditions

Last updated: October 20, 2015

User Agreement

NoodleMarkets.com is a website and web-based application owned and controlled by Noodle Markets, Inc. (“Noodle Markets”). Users must carefully read and agree to these terms and conditions (the “Agreement”) before accessing or using any website or application that Noodle Markets owns or controls. By visiting, “pinging,” or linking to the website, users are agreeing to the terms and conditions contained within this Agreement. This Agreement applies to any website or web-based application owned or controlled by Noodle Markets, and references to a “site” are applicable to all such websites and applications.

Noodle Markets may amend or change this Agreement at any time. Amendments or changes are effective upon posting unless Noodle Markets indicates that there will be a different effective date. Please bookmark this page and check it frequently as it is up to the user to refer to this page for any amendments or changes to this Agreement.

Note: By using Noodle Markets’ websites and services, the user is entering into a legally binding agreement.

1. OPERATOR OF WEBSITE AND DEFINITIONS

This website is operated by Noodle Markets, Inc. with its registered office: 2711 Centerville Road, Suite 400, Wilmington, DE 19808 USA, registered number 5665467.
“Services” means any functions, facilities, applications, information, or other services available through this website, including, where applicable, internet-service-provider and/or internet-access services.
“Noodle Markets” means Noodle Markets, Inc. and any entity that has the majority of its shares owned or controlled directly or indirectly by Noodle Markets, Inc.
“User” means any person who accesses or uses this website with or without Noodle Markets’ authorization, whether or not you are registered to use this or part of this website, or a member or registered user of a service offered through this website.
“Website” means the website, home page and underlying webpages, or other collection of information and/or applications operated by Noodle Markets and available for access via physically linked or wireless networks, including the internet and networks accessible using wireless application protocol or similar technology, through access devices such as PCs, laptop computers, mobile telephones, PDAs, digital cameras, televisions, or other network-enabled devices.

2. ACCESS AND USE OF THIS WEBSITE

By accessing, browsing, or downloading any part of this website or its content, by posting or uploading to this website, or by using this website and its content in any other way, users agree to comply with these terms and conditions, without modification, and all relevant applicable laws.

If any access to this website is subject to the payment of a subscription fee, Noodle Markets may deny or suspend access in the event of late or non-payment of any fee due.

As a condition of use of this website, users warrant that they:

  1. are at least 18 years of age;
  2. possess the legal authority to create a binding legal obligation;
  3. will use this website in accordance with these terms and conditions;
  4. will only use this website to make legitimate transactions;
  5. will only supply true, accurate, current, and complete information to this website;
  6. will safeguard their own account information and will supervise and be completely responsible for any use of their account; and
  7. will hold harmless and indemnify Noodle Markets for any negligence and/or unintentional access caused by users of this website.

3. ANTICIPATED FUNCTIONALITIES

These terms and conditions may contain provisions that contemplate functionalities or services that are not, and are not intended to be, available through this website. To the extent that any provision of these terms and conditions relates solely to such functionalities or services, they shall be of no force or effect and shall not affect the validity of the other provisions.

4. ACCEPTABLE USE

Users agree that they will not:

use this website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability, or accessibility of the website;

  1. use this website in any way that is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;
  2. use this website to copy, store, host, transmit, send, use, publish, or distribute any material that consists of, or is linked to, any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
  3. conduct any systematic or automated data collection activities, including, without limitation, scraping, data mining, data extraction, and data harvesting, on or in relation to our website without Noodle Markets’ express written consent;
  4. access or otherwise interact with this website using any robot, spider, or other automated means;
  5. violate the directives set out in the robots.txt file for our website; or
  6. use data collected from this website for any direct marketing activity, including without limitation email marketing, SMS marketing, telemarketing and direct mailing.

Users agree that they will not use data collected from this website to contact individuals, companies, or other persons or entities.

5. NO WARRANTIES -WEBSITE SERVICES AND CONTENT

All website content and services are provided “as is” and “as available”. Noodle Markets expressly disclaims, to the maximum extent permitted by applicable law, any warranties and representations of any kind with respect to website content and services, either expressed or implied, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement of third party intellectual property rights.

Noodle Markets gives no warranty that this website’s content is appropriate, available, or permitted for use in all locations. Those who access this website and use website content and/or services are responsible for compliance with all applicable law and regulations, including any applicable local laws.

Although Noodle Markets has attempted to verify the accuracy, reliability, and currency of all website content, including, as applicable, products, services, support and other details and descriptions obtained from third parties, Noodle Markets gives no warranty as to the accuracy of any statements in this website. Any materials, products, support, services or information referred to on this website may be out of date. Noodle Markets makes no commitment to update website content. Noodle Markets disclaims any liability or responsibility for any errors or omissions in website content. Any decisions based on information contained in website content are the sole responsibility of the user.

Noodle Markets gives no warranty that functions or services available through Noodle Markets and other user interactions with the website will be constantly available, uninterrupted, secure, or error-free; that defects will be corrected; or that this website or the server that makes it available are free from viruses or other harmful components. Noodle Markets and Noodle Markets Affiliates assume no responsibility and are not liable for any damage or loss from viruses.

The information contained on this website content does not constitute legal, professional, financial or medical advice and should not be relied upon as such. Website content containing forward-looking statements or statements of intention should not be relied upon.

Where applicable law prohibits or limits Noodle Markets’ exclusion of warranties as set out above, Noodle Markets excludes, disclaims, and limits such warranties to the maximum extent permitted by applicable law.

6. NO WARRANTIES – TRANSACTIONS WITH THIRD PARTIES

Where it is possible for users to transact with a third party through this website, such transaction shall be solely between the user and the third party and any rights and obligations shall arise between the user and the third party, not between the user and Noodle Markets.

THE THIRD-PARTY SUPPLIERS PROVIDING PRODUCTS, SERVICES, AND INFORMATION ON THIS WEBSITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF NOODLE MARKETS. NOODLE MARKETS IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES, OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. NOODLE MARKETS AND ITS AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, DEFECT, STRIKE, OR FORCE MAJEURE, NOR DOES NOODLE MARKETS BEAR ANY RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, DEFECTS, OR ACTS OF ANY GOVERNMENT OR AUTHORITY.

IT IS THE RESPONSIBILITY OF EACH USER TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS THAT GOVERN ANY AND ALL TRANSACTIONS ENTERED INTO WITH THIRD PARTIES WHILE USING THIS WEBSITE. NOODLE MARKETS PROVIDES NO CLAIMS OR WARRANTIES THAT USERS OF ITS WEBSITE AND SERVICES ARE OBSERVING THE LAWS AND REGULATIONS OF THEIR JURISDICTIONS.

USERS AGREE TO TAKE FULL RESPONSIBILITY TO RESEARCH AND COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS THAT RELATE TO THEIR ACTIVITIES AND TRANSACTIONS, INCLUDING ANY SUCH ACTIVITIES AND TRANSACTIONS THAT INVOLVE, INCLUDE, OR ARE FACILITATED BY NOODLE MARKETS’ PRODUCTS, SERVICES, WEBSITES, DATA, OR ANY OTHER NOODLE MARKETS RESOURCES.

USERS AGREE TO INDEMNIFY AND HOLD HARMLESS NOODLE MARKETS WITH REGARD TO ANY USER ACTIVITY THAT INVOLVES, INCLUDES, OR IS FACILITATED BY NOODLE MARKETS’ PRODUCTS, SERVICES, WEBSITES, DATA, OR ANY OTHER NOODLE MARKETS RESOURCES. (See INDEMNIFICATION section below)

USERS AGREE THAT THEY ASSUME ALL RISKS OF THEIR ACTIVITY WITH REGARD TO NOODLE MARKETS’ PRODUCTS, SERVICES, WEBSITES, DATA, OR ANY OTHER NOODLE MARKETS RESOURCES.

IN NO EVENT SHALL NOODLE MARKETS, ITS OFFICERS, DIRECTORS, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, R ACCESS OR USE OF THIS WEBSITE WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF NOODLE MARKETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

If Noodle Markets is found liable for any loss or damage that arises out of or is in any way connected with use of our websites or services, then Noodle Markets’ liabilities will in no event exceed, in the aggregate, the lesser of (a) the transaction fees paid to Noodle Markets for the transaction(s) on this website giving rise to the claim, or (b) One-Hundred Dollars (US $100.00).

The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms and conditions is found to have failed of its essential purpose. The limitations of liability provided in these terms and conditions inure to the benefit of Noodle Markets.

Applicable law may not permit the liability exclusions in this section in all cases. The liability exclusions in this section apply only to the maximum extent permitted by applicable law.

7. NO ATTORNEY-CLIENT RELATIONSHIP

This website is made available “as is” for general educational and informational purposes only. The website does NOT convey legal advice and should not be relied upon as a substitute for legal advice. A user’s use of the website does not create an attorney-client relationship nor any other confidential relationship between the user and Noodle Markets, its principals, employees, agents, or representatives.

8. INDEMNIFICATION

The user agrees to defend and indemnify Noodle Markets and its affiliates and any of its officers, directors, employees, and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature including, but not limited to, reasonable legal and accounting fees brought by third parties as a result of the user’s:

  1. breach of these terms and conditions or the documents referenced herein;
  2. violation of any law or the rights of a third party; or
  3. use of this website.

9. GOVERNING LAW AND DISPUTE RESOLUTION

These terms and conditions are governed by the laws of the State of New York, USA, and by the controlling United States federal law. If any provision is deemed by a court of competent jurisdiction to be unlawful or unenforceable, it will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

Except with respect to equitable remedies and disputes related to the ownership and protection of intellectual property, the parties agree that any dispute, claim, or controversy arising hereunder or relating in any way to this Agreement shall be settled by binding arbitration in DeKalb County, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) with judgment upon the award rendered by the arbitrator to be entered in a court of competent jurisdiction.

Each party to the arbitration is to pay an equal part of the deposit fixed by the AAA. Notwithstanding the determination of the arbitrator, (i) all costs associated with the arbitration and imposed by the AAA or the arbitrator shall be borne equally by each party to the arbitration, and (ii) unless the Arbitrator awards payment of reasonable attorney fees to a party, each party to the arbitration shall be responsible for its own attorney fees and other professional fees incurred in connection with the arbitration. Determinations of the arbitrator will be final and binding upon the parties to the arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, or an application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The arbitrator shall apply the substantive law of the State of New York without giving effect to its conflict of laws rules.

10. USERS’ JURISDICTION

This website and web-based application are controlled and operated from offices within the United States of America. We make no representation that materials on this website are appropriate or available for use outside the United States or that access to the content from all countries and/or territories is legal. The user may not use this website/application or export its materials; doing so is in violation of United States export laws and regulations. If the user accesses this website from locations outside the United States, he is responsible for compliance with all applicable laws and regulations.
Noodle Markets makes no representation that any information, materials, or features/functions included are appropriate for use in any other jurisdiction. This website is not directed to any person in any jurisdiction where, by reason of that person’s nationality, residence, citizenship or otherwise, the publication or availability of the website and its content is contradictory to local laws or regulations. Persons with respect to whom such restrictions or prohibitions apply must not access or use this website. By accessing or using this website, the user does so onhis own initiative and is solely responsible for compliance with the applicable local laws and regulations.

11. SUBSCRIPTION OR CHARGE BASED CONTENT AND/OR SERVICES

Some or all website content and/or services available on or via this website may be available conditioned on the user’s purchase of a subscription or payment of a one-time charge and/or additional fees.
Users that elect for subscription-based content or services and send Noodle Markets a subscription application represent and warrant that they are at least 18 years old that all information submitted is true and accurate, including without limitation, credit card number and expiration date, and all applicable subscription fees incurred plus all applicable taxes will be paid.

All fees and service charges are non-refundable.

Users may cancel a subscription to any fee-based content and/or services by contacting Noodle Markets, subject to any applicable minimum notice or initial contract period and to any applicable terms and conditions regarding availability/unavailability of refunds for unused periods.

Where charged, fees are subject to change at any time. Noodle Markets will make commercially reasonable efforts to inform users who subscribe for fee-based content and/or services of any such changes in advance.

12. COPYRIGHT – OWNERSHIP OF WEBSITE CONTENT

Noodle Markets does not transfer title to any website content downloaded or used by the user. All website content is protected by copyright and other laws. Limited permission to use website content is specifically conditioned on user’s recognition, observance and retention of all copyright, trademark, and other proprietary notices in website content, and all proprietary and other intellectual property rights of Noodle Markets or Noodle Markets Affiliates and/or content and technology providers.

The content and information on this website, including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, code, or other material, as well as the infrastructure and all applications used to provide such content and information, is proprietary to Noodle Markets. The user agrees not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell, or re-sell any information, software, products, or services obtained from or through this website.

Any unauthorized use or copying of website content, or use of website content which breaches these terms and conditions, or their spirit, may violate trademark, copyright, and other proprietary rights, and civil and criminal statutes. Users shall not use any website content, or any other content made available through this website, in any manner that infringes any trademark, copyright or other proprietary rights. Noodle Markets reserves all rights with respect to such unauthorized use or breach of these terms and conditions.

13. TRADEMARKS

“Noodle Markets” is a registered trademark of Noodle Markets, Inc. All trademarks, logos, website addresses, product or model names, or derivations that describe Noodle Markets or Noodle Markets Affiliate products, support, services, or content that contain the words “Noodle Markets” that are included in website content are trademarks and/or the property of Noodle Markets or Noodle Markets Affiliates. Any list of Noodle Markets or other trademarks on this website is periodically updated but shall not be taken as an all-inclusive list of Noodle Markets or other trademarks.

Any use of Noodle Markets’ trademarks or permutations thereof except as expressly authorized by Noodle Markets in writing is strictly prohibited.

Other product and company names mentioned in this website may be the trademarks of their respective owners.

14. COPYRIGHT – DMCA NOTICE

Users may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights or otherwise have a valid basis under the law, including “fair use.”

Without limiting the foregoing, if an individual believes that his work has been copied and posted on the website or in connection with any service offered by Noodle Markets in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information consistent with the Digital Millennium Copyright Act (DMCA): an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that is alleged to have been infringed; a description of where the allegedly infringing material is located on the website including the URLs of web pages and/or hyperlinks; your address, telephone number, and email address; a written statement that the complainant has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by the complainant, made under penalty of perjury, that the above information in your Notice is accurate and that the complainant is the copyright owner or authorized to act on the copyright owner’s behalf.

Noodle Markets’ Copyright Agent for notice of claims of copyright infringement can be reached as follows:
DMCA Agent
Noodle Markets, Inc.
860 Broadway, 6th Floor
New York, NY, 10003

It is the intention of Noodle Markets to fully comply with the DMCA, including the notice of claims and “take down” provisions, and to benefit from the safe harbors immunizing it from liability to the fullest extent provided by law. To the extent the notice of claims and “take down” requirements above deviate from the requirements under the DMCA, then the notice requirements as provided by the DMCA shall control and are herein incorporated by reference.

15. CHANGES TO WEBSITE AND THESE TERMS

Noodle Markets and its affiliates may make improvements and/or changes in products, support, services, utilities, prices, and/or other website content, including these terms and conditions, at any time with or without notice.

Noodle Markets may provide notice of changes to these terms and conditions, or other website content, by displaying notices on this website or other communication means. Users who access this website after changes have been posted on the website or otherwise communicated shall be bound by such changes as soon as such notices or new terms and conditions are posted to the website or otherwise communicated, even if they do not visit the page on which the change or new terms and conditions are displayed. Frequent review of this website and these terms and conditions is therefore recommended.

16. CONTACT INFORMATION

Except as explicitly stated otherwise, any notices may be sent to:
Noodle Markets
Attn: Legal Department
860 Broadway, 6th Floor
New York, NY, 10003
legal@noodlemarkets.com
1 (888) 851-9650

17. ENTIRE AGREEMENT

These terms and conditions constitute the entire agreement between Noodle Markets and the user regarding the website and use of the website.

18. MISCELLANEOUS

If any provision of these terms and conditions is held to be unenforceable, the unenforceable provision shall be deemed to be replaced by a valid, enforceable provision that most closely matches the intent of the original provision. This shall not affect the validity or enforceability of the remaining provisions.

Without prejudice to the disclaimers and liability limitations in these terms and conditions, no claim or action against Noodle Markets or Noodle Markets Affiliates may be brought by any person in relation to or arising from this website unless such claim or action is commenced and notified to Noodle Markets in writing within one (1) year after the date the cause of action first arose.

Noodle Markets employees and agents are not authorized to vary these terms and conditions. Nothing said by any sales or customer service team members on behalf of Noodle Markets should be understood as a variation of these terms and conditions or as an authorized, legally binding representation about this website or the nature or quality of products or services displayed or other website content.

Calls to any customer service and support related or referred to in this website may be monitored for training and quality control purposes.

Failure of Noodle Markets to exercise or enforce any right or provision of these terms and conditions will not result in a waiver of such right or provision.