Noodle Terms of Use
Noodle is a messaging and engagement platform that enables experts of all kinds to engage with and get paid by their customers. 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: October 17, 2022
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 (both experts and their customers) of the Noodle 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. Please read them carefully and let us know if you have any questions. For information about our data practices, please see our Privacy Policy, including our Cookie Policy. We can collect and use your information in accordance with those policies.
These Noodle Mobile Application 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”).
This agreement is between Noodle Shops Inc., a Delaware limited liability company having its principal office at 328 Middlefield Rd, Santa Clara, CA 94301(“Noodle”), and you (“the Expert”).
For Experts on Noodle
Restrictions
We don’t allow creations 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 your customers include 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 an expert 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 expert as of yet, however, in cases where you sell your business to another entity, we will comply with transfer of ownership if relevant legal documents are shared with our Customer Support team.
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 Expert when created by the Expert. 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 Experts on their own websites.
Intellectual Property of the expert includes but is not limited to videos, copy, audio files, and photos uploaded by the expert are owned by the Expert.
All Intellectual Property around Noodles, its implementation, design and software of said Noodles is owned by Noodle Shops Inc.
Expert 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.
The expert or service business will be responsible to complete all deliverables (In-Person Sessions, Online Sessions & Chat Memberships) in a timely manner as specified on their product page details.
Noodle will assist in formatting and creation of all Noodle content at no additional cost.
All transactions that take place will be between the Expert and their Customers. All fulfillment of Online Coaching services will be provided by the Expert. Refund requests from customers will be managed by Noodle and in all cases if the expert has not delivered the service in the time specified by them, Noodle customer support representatives will refund the customer of the expert in full.
If the monthly or weekly payout has not been processed to the Expert, 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 Expert, Noodle will adjust this refund amount with future earnings to be paid out to the Expert.
Transaction Fees
To summarize: Noodle Chat fees are 15% paid by the expert, Noodle In-Person Sessions booking is free. Noodle Online Live Sessions fees are 5% paid by the expert.
A transaction fee of 3% + 30c is applied to all credit card transactions and paid by the customer.
In-Person Bookings
Noodle Chat In-Person transactions are free for all experts and service providers and applied to the transaction at the point of purchase. Experts 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.
Live Online Sessions Bookings
Noodle Online Live Chat Sessions fees are 5% of all Noodle transactions and applied to the transaction at the point of purchase.
Subscription Memberships & Community Memberships
Noodle fees are 15% of all Noodle transactions and applied to the transaction at the point of purchase.
Chat Memberships and One-off Chat transactions
Noodle fees are 15% of all Noodle transactions and applied to the transaction at the point of purchase.
Noodle fees are 15% of all Noodle transactions and applied to the transaction at the point of purchase. Your monthly and weekly payouts for all Noodle hosted Chat products will be net of this 15% fee.
Credit Card transactions fees of up to 3% and 30c per transaction are applied at checkout and paid by your customers / the end user of the service.
Software as a Service fee
To summarize: Noodle SaaS fees are based on usage tiers and number of customers served for free on Noodle and are paid by the expert.
Starter
Noodle does not charge experts a monthly SaaS fee in this tier. Payouts are restricted to monthly as defined in the Payouts Section in this agreement.
Growth
Noodle charges experts a monthly SaaS fee in this tier. Payouts are restricted to Experts' choice of weekly or monthly as defined in the Payouts Section in this agreement.
Scale
Noodle charges experts a monthly SaaS fee in this tier. Payouts are restricted to Experts' choice of weekly or monthly as defined in the Payouts Section in this agreement.
Superstar
Noodle charges experts a monthly SaaS fee in this tier. Payouts are restricted to Experts' choice of weekly or monthly as defined in the Payouts Section in this agreement.
For the latest pricing and limit of free customers 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 Experts. Any price change will be notified to all experts via email and in their dashboard and will go into effect the following month of service.
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.
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, experts 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 expert 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.
Payouts
To summarize: Payouts to Experts 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.
All revenue from sales of Noodles will be paid directly to the Expert via Noodle’s integration with a third party payments provider like Stripe or Routable.
All experts 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 a 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.
As an expert 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.
Your Noodle account
To summarize: You must be at least 13 years old to register for a free customer account on Noodle and at least 18 years old to create an expert account on Noodle. You are entirely responsible for your account.
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 free account you must be at least 13 years old and be able to receive a one time code which is sent via SMS to a valid and working cellular phone or via email. You can join an experts community as a free member to receive their free Broadcasts and other forms of communication. To join an experts community as a paid customer, or provide a service or membership as an expert, you must be at least 18 years old or have your parent’s permission if you are under 18. You are responsible for anything that occurs when anyone is signed in to 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.
For Customers on Noodle
To summarize: A customer is someone who purchases chat, live online or in-person one-off or membership based subscriptions from Experts on Noodle. Through a paid membership or on-off transaction on Noodle, customers directly interact with experts they want services from, using software tools supplied by Noodle, and through our platform they have the opportunity to engage with a greater community of their customers.
As a customer, you’re joining Noodle to be part of an exciting movement to support an expert’s membership and one-off service while you get special benefits, which may include access to your expert, exclusivity, and engaging experiences with the expert 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 experts you like and to consume the services they provide.
The timing and amount of each membership subscription depends on the type of membership agreement you enter into, and the expert you support. You can see the details as you join, as well as in the receipt sent to you after each successful payment. You can view all your active membership subscriptions and billing history on your account page which is easily accessible on each expert's website or directly on their Noodle hosted shop page.
To become a customer, simply create an account using your cellphone, add your preferred payment method, and join a membership, subscription or on-off service offered by your expert. There are three types of offerings that are possible on Noodle: One is a monthly subscription where you pay per month. Second membership option is an annual membership, where you pay for a year of access up front, at a discounted rate and the third offering is being able to Chat with an expert, either in-person, in a live online session or over chat for a number of asynchronous interactions in the subscription period. The number of interactions are all clearly defined in the Noodle product pages and available to you before you purchase. Not all offerings allow for all three subscription types. Your options will be presented to you in the purchase flow.
You may cancel your membership payments at any time. Annual memberships may be canceled, or increased, but not lowered. Terminating or lowering the tier support of membership will go into effect in the subsequent (not current) payment term, except for annual memberships which can be terminated or increased but not lowered. Increasing your payment to a higher tier level in an annual membership will go into effect in the current payment term. When you increase your payment for an annual membership during the term, you will get a credit for any payment already made in that term.
For monthly or per creation payments, canceling your support may result in your loss of access to an expert's customer-only Broadcasts, posts and benefits.
These include when you cancel your membership subscription, your payment method fails, the expert blocks you, or the expert deletes their account. We are not required to allow you to be a customer of any particular expert. Experts’ memberships and one-off service offerings vary and we have limited control over the quality and specific offerings. We attempt to screen for fraudulent expert pages, but cannot guarantee the identity of experts or the validity of any claims they make. We appreciate your help reporting suspicious expert pages so we can keep Noodle safe.
If you are located in the jurisdiction in which Noodle is required to charge and collect tax (e.g. VAT or, sales tax), then this tax is included in the total charge. Noodle remits all tax collected to the applicable taxing authority. As tax is largely dependent on your location, Noodle always includes tax based on regulations in the experts country of residence and business operations, never in the country of residence of the customer.
Depending on your location, some banks may charge you a foreign transaction fee for your membership subscription. Noodle does not control this credit card transaction fee / charge, but it is typically around 3% . Please contact your bank for more information. The credit card and processing fee you see on your credit card or debit card statement which is typically 3% + 30c is being charged by our credit card processing partner and not Noodle.
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.
Noodle’s Role
To summarize: We proactively look at some Noodle Expert landing pages, broadcasts, bytes and comments on Noodle and review reported pages to identify potential violations of our guidelines.
We proactively look at some pages and posts on Noodle to make sure experts follow our community guidelines. We also investigate reports of potential violations. These investigations may take a while to resolve and may include looking at what is supported by funds received through Noodle payouts.
In most situations we will work with experts to resolve any potential violations and allow the expert 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 an expert or customer from participating in annual memberships, monthly memberships or one-off transactions. Removal of the expert or customer from participation in annual memberships, monthly memberships or one-off transactions will prohibit the expert 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 expert 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.
We are constantly testing out new features with the goal of making Noodle better. We may add or remove features, and often test features with a random subset of our community or experts and also their customers. If we believe a feature is significantly different from these terms, then we explain those differences in the test.
With your permission, we may give other websites or services the ability to verify information about your Noodle account or perform actions on your behalf. This permission is asked for when you connect your Noodle account to these other websites or services. You can learn more in our Privacy Policy.
Abusive conduct
To summarize: Be responsible and don’t violate our policies.
You are responsible for all activity on your account. If you violate our policies we may terminate your account. Don’t do anything illegal, abusive towards others, or that abuses our site in a technical way. As a result, we also look at what you do with your service offerings off our platform. You can find more detailed information in our Security Policy.
Prohibited Content & Services
To summarize: Pornography, Nudity, piracy and content or services that are excessively violent or advocate violence of any kind may not be sold as a service or in a membership of any kind on Noodle.
The following content is prohibited for sale on Noodle. If you are found to be selling content types that meet the following descriptions, your Noodle account may be suspended temporarily or permanently at any time. Your account and all revenue generated from sales of these types of content will be temporarily kept on hold and you will not receive it in the normal monthly or weekly payouts.
All services and software tools provided by Noodle may be used for lawful purposes only.
Prohibited content includes:
• Pornography and nudity;
• Sex workers of all kinds are not allowed to transact on Noodle;
• Pirated software and copyrighted media;
• Content that is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech;
• Terrorist-related websites, including sites advocating human violence and hate crimes based upon religion, ethnicity, or country of origin;
• Child pornography is strictly prohibited on Noodle’s servers, networks and any other services offered. Noodle will cooperate fully with any criminal investigation into a Customer’s violation of the Child Protection Act concerning child pornography. According to the Child Protection Act, child pornography includes photographs, films, video or any other type of visual presentation that shows a person who is or is depicted as being under the age of eighteen years and is engaged in or is depicted as engaged in explicit sexual activity, or any written material or visual representation that advocates or counsels sexual activity with a person under the age of eighteen years;
Indemnity
To summarize: If we are sued because of your use of or conduct on Noodle, you have to help pay for it.
You will indemnify us from all losses and liabilities, including legal fees, that arise from these terms or relate to your use of Noodle. We reserve the right to exclusive control over the defense of a claim covered by this clause. If we use this right then you will help us in our defense. Your obligation to indemnify under this clause also applies to our subsidiaries, affiliates, officers, directors, employees, agents and third party service providers.
Warranty disclaimer
To summarize: We do our best to make sure Noodle works as expected, but it is impossible for a software team as small as ours to ensure that there are 0 bugs in our system. We work hard to fix all the bugs we find and in a timely manner, but some may still affect both Customers and Experts.
Noodle is provided “as is” and without warranty of any kind. Any warranty of merchantability, fitness for a particular purpose, non-infringement, and any other warranty is excluded to the greatest extent permitted by law. The disclaimers of warranty under this clause also apply to our subsidiaries, affiliates and third party service providers.
Accessibility
To summarize: We are committed to making Noodle an accessible platform. Here is our latest accessibility score report. We are trying to make this score better over time.
If you see major accessibility issues with our platform on either the Experts experience or on the Customer experience please email us on accessibility@noodle.shop with your bug report and suggestions for improvement and we will take action on it in a timely manner.
Limit of liability
To summarize: If you lose money as a result of using Noodle, any payment to you is limited to the amount of money we have earned through your use of Noodle.
To the extent permitted by law, we are not liable to you for any incidental, consequential or punitive damages arising out of these terms, or your use or attempted use of Noodle. To the extent permitted by law, our liability for damages is limited to the amount of money we have earned through your use of Noodle. We are specifically not liable for loss associated with unfulfilled benefits and from losses caused by conflicting contractual agreements. For this clause “we” and “our” is defined to include our subsidiaries, affiliates, officers, directors, employees, agents and third party service providers.
Dispute resolution
To summarize: If you have a problem please talk to us. Any disputes with us must be resolved in Santa Clara under California law.
We encourage you to contact us if you have an issue. If a dispute does arise out of these terms or in relation to your use of Noodle, then the dispute will be resolved in the federal or state courts located in Santa Clara, California. Both parties consent to the exclusive jurisdiction and venue of the Santa Clara courts for the purpose of resolving any such dispute. California law, excluding its conflict of law provisions, governs these terms, all other Noodle policies, and any dispute that arises between you and Noodle.
Everything else
To summarize: These terms are the final word on Noodle’s policies and we will tell you if we change them.
These terms and any referenced policies are the entire agreement between you and us, and supersede all prior agreements. If any provision of these terms is held to be unenforceable, then that provision is modified to the extent necessary to enforce it. If a provision cannot be modified, it is severed from these terms, and all other provisions remain in force. If either party fails to enforce a right provided by these terms, it does not waive the ability to enforce any rights in the future. We may sometimes make changes to these terms and policies. If we make material changes that adversely affect your rights, then we will let you know before the changes come into effect. Continuing to use Noodle after a change means you accept the new terms or policies. These terms are an agreement with Noodle, Shops Inc., 328 Middlefield Rd, Palo Alto, CA 94301.
Effective immediately for users on Noodle from October 17th, 2022.