Templates: Terms and Conditions
Privacy Policy


Terms of Use

Revised as of August 14th, 2014

Agreement
Powernoodle 30-day free trial

This is an Agreement (“Agreement”) between You (as defined below) and Powernoodle Inc. (“Powernoodle”, “We”, or “Us”) that governs Your use of Powernoodle’s Pro25 product on a trial basis for 30 days.  If you do not agree with all the terms of this Agreement, please do not accept this Agreement. 

Initial representations by You: 
By clicking “accept” below, you represent that You are acting on your own behalf, or, if You are acting on behalf of an organization, company, partnership or other entity (collectively, “Entity”) that You have authority to bind that Entity. 

By clicking “accept” below, you are representing that you are not in competition with Powernoodle Inc., or acting in any capacity on behalf of any competitor of Powernoodle Inc., and that you will not invite any Users (defined below) who are in competition with Powernoodle Inc. to participate in any session. 

1. Definitions

“Application” is the Pro25 Trial Edition product available online from Us. 

“Data” means all electronic data or information submitted by You in the Application.

“Documentation” means the online user guide and related notes for the Application, available from within the Application. 

“Subscriber” means the single named individual who will be organizing the sessions under this Agreement, as identified by Subscriber’s unique email address.

“Users” means individuals whom You authorize by way of an invitation that You generate. 

“You” or “Your” means the person who has clicked “accept” on his/her own behalf, or if accepting on behalf of an Entity, that Entity, including affiliates and subsidiaries over which the Entity has control. 


2. Permissions & Licenses
2.1. We grant Subscriber, a single user, a non-transferable, worldwide, time-limited license to use the Application for 30 days from date “accept” is clicked (as may be extended by our mutual agreement) and, during those 30 days, invite up to 25 Users to participate in sessions organized by Subscriber. 
2.2. We reserve the right to limit or refuse Application use to anyone in our absolute discretion. 
2.3. You, Subscriber, and Users grant Us a royalty-free, worldwide, irrevocable, perpetual right and license to use feedback, suggestions, requests.  We make no representation, however, that such feedback will be used. 

3. Restrictions
3.1. You shall not:
(a) Reverse engineer or make any attempts to decompile  the Application;
(b) Invite users or share the Application with any individual or Entity except as permitted under this Agreement;
(c) Create derivative works based on the Application, except as permitted under this Agreement;
(d) Use the Application for any immoral or illegal purpose. 


4. Obligations. 
4.1. You agree that only one named Subscriber will be permitted to organize sessions under this Agreement.  Subscriber is a unique, non-transferable role.
4.2. You agree to limit Users to a maximum of 25.  Users are “per seat” roles, and may be transferred. 
4.3. You agree to limit storage to 500 Mb. 
4.4. You are responsible for your Subscriber’s and Users’ use of the Application. 
4.5. You are responsible to notify us of any unauthorized use of the Application.
4.6. You agree to use the Application as provided in the User Guide. 


5. Proprietary Rights
5.1. We reserve all rights, title and interest in the Application, except as expressly granted to You in this Agreement. 
5.2. You reserve all rights, title and interest in your Data, except as We may generically aggregate  without infringing on privacy or confidentiality rights. 

6. Exclusion of Warranties. 
WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  WE MAKE NO REPRESENTATION OR WARRANY THAT THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.

7. Indemnification
You shall indemnify and defend Us, and hold us harmless, against any claim, demand, suit, or proceeding (“Claim”) made or brought against Us by a third party alleging that your Data or other materials developed by You (or by a third party on Your behalf) using the Application infringe on the intellectual property rights of any third party

8. Limitation of Liability
WE HAVE NO LIABILITY TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  WE SHALL HAVE NO LIABILITY FOR LOSS OF PROFITS, REVENUE OR DATA OR FOR INTERRUPTIONS IN SERVICE.

9. Term & Termination
9.1. Term.  This Agreement begins on the date that You click “accept”, and terminates 30 days from that date. 
9.2. Data return.  You must remove any Data on or before the date of termination.  Any Data remaining will become the property of Us. 

10. General Terms
10.1. Surviving Provisions.  The following Sections shall survive any termination or expiration of this Agreement:  Section 3 (Restrictions); Section 5 (Proprietary Rights); Section 6 (Exclusion of Warranties); Section 7 (Indemnification); Section 8 (Limitation of Liability) and Section 10 (General Terms).  In addition, other sections not specifically names shall survive if needed to give meaning to the above survival sections. 
10.2. Notices.  Notices shall be provided to Us through:  (a) personal delivery to 10 Downie Street, Suite 201, Stratford, Ontario, Canada N5A 7K4, (b) mail delivery; or (c) email addressed to:  legal@powernoodle.com (provided that email notices will be invalid if not acknowledged within 2 business days of delivery).  Any notice under this Agreement delivered to Powernoodle must bear, on the envelope (if mailed or couriered) or in the subject line (if emailed) the phrase “Legal Notice”.  Notices shall be provided to You through email addressed to the email used for Accepting this Agreement.  Should that email be unusable or ineffective, You agree to bear all costs of providing notice by courier. 
10.3. Governing Law & Venue; Jury Trial.  This Agreement shall be governed by the laws of the Province of Ontario, without regard to their conflicts of laws rules or the United Nations Convention on the International Sale of Goods.  Any proceeding will be filed in Ontario.  You and We waive any right to trial by jury. 
10.4. Agreement modifications.  We reserve the right to make changes to this Agreement.  Any changes will be reflected on this webpage.  If you use the Application after the revised terms are posted, you are deemed to have accepted revised terms. 
10.5. Independent Contractors.  We agree that You and We have no relationship except for independent contractors. 
10.6. No Third-Party Beneficiaries.  There are no third-party beneficiaries under this Agreement.  For the purposes of this Agreement, Users are not third-party beneficiaries. 
10.7. Waiver & Severability.  No delay or failure by You or Us to exercise rights under this Agreement shall be construed as a waiver of that right.  If any part of this Agreement is held to be invalid or contrary to law by a court or other authority with competent jurisdiction, You and We agree to request that the court modify that provision to give it meaning as intended by You and Us.  .
10.8. Assignment.  You may not assign your rights or obligations under this Agreement, without first obtaining Our written consent. 
10.9. Entire Agreement.  This is the entire Agreement between You and Us with respect to the Application.  No other writing or oral statement may modify this Agreement, except as provided in Subsection 10.4.

 

Agreement
Powernoodle Pro25 Application

This is an Agreement (“Agreement”) between You (as defined below) and Powernoodle Inc. (“Powernoodle”, “We”, or “Us”) that governs Your use of Powernoodle’s Pro25 product.  If you do not agree with all the terms of this Agreement, please do not accept this Agreement. 

Initial representations by You: 
By clicking “accept” below, you represent that You are acting on your own behalf, or, if You are acting on behalf of an organization, company, partnership or other entity (collectively, “Entity”) that You have authority to bind that Entity. 

By clicking “accept” below, you are representing that you are not in competition with Powernoodle Inc., or acting in any capacity on behalf of any competitor of Powernoodle Inc., and that you will not knowingly invite any Users (defined below) who are in competition with Powernoodle Inc. to participate in any session. 

1. “DEFINITIONS
“Application” is the Pro25 product available online from Us. 

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business and marketing plans, technology and technical information, financial information, product plans and designs, and business processes.

“Data” means all electronic data or information submitted by You in the Application.

“Documentation” means the online user guide and related notes for the Application, available from within the Application.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Our Content” means templates and other information prepared by Us or for us by Our agents, or that We obtain from publicly available sources and provided to You through the Application.

“Subscriber” means the single named individual who will be organizing the sessions under this Agreement, as identified by Subscriber’s unique email address. 

“Users” means individuals whom You authorize by way of an invitation that You generate.  Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.

“We,” “Us” or “Our” means Powernoodle Inc. 

“You” or “Your” means the person who has clicked “accept” on his/her own behalf, or if accepting on behalf of an Entity, that Entity, including affiliates and subsidiaries over which the Entity has control. 

 

2. CONFIDENTIALITY
2.1 Protection of Confidential Information.  The Receiving Party shall protect Confidential Information with all reasonable care, and will not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, unless otherwise authorized in writing by the Disclosing Party. 

2.2 Protection does not extend to non-Confidential Information.  Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, (iv) is non-specific data that can be generalized and aggregated, or (iv) was independently developed by the Receiving Party.

2.3 Compelled Disclosure.  If a Receiving Party receives legal notice to disclose Confidential Information, the Receiving Party must:  (i) give notice to the Disclosing Party before disclosing Confidential Information (if legally permitted), and provide reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

3. USE OF APPLICATIONS
3.1 Subscriptions. Upon receipt of payment from you, you have purchased a subscription to the Application.  Each subscription entitles Subscriber to organize and run sessions for up to 25 Users.  The role of Subscriber is non-transferable. 

3.2 Usage Limits & Restrictions. 
3.2.1 A Subscriber may invite up to 25 Users.  Each Subscriber is limited to 500 Mb of storage within the Application.  Subscriber’s subscription may not be shared with any other individual; 
3.2.2 You will not make Application available to, or use Application for the benefit of, anyone other than You, Subscriber or Users;
3.2.3 You may not sell, resell, license, sublicense, distribute, rent or lease Application;
3.2.4 You may not use Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
3.2.5 You may not use Application to store or transmit Malicious Code;
3.2.6 You may not copy Application, or any part, feature, function or user interface of the Aoplication;
3.2.7 You may not use Application in order to build a competitive product or service;
3.2.8 You may not reverse engineer or attempt to decompile the Application. 

3.3 Your Responsibilities.  You will ensure that Subscriber and Users comply with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to Application, and notify Us promptly of any such unauthorized access or use, and (d) use Application only in accordance with the Documentation and applicable laws and government regulations.

4. OUR RESPONSIBILITIES
4.1 Provision of Application. We will make Application available to Subscriber.  We will make standard support available to Subscriber.  We will make reasonable efforts to advise You if Application will not be available due to maintenance.  We are not responsible for Application not being available due to circumstances beyond our reasonable control. 
4.2 Our Personnel.  We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement.

5. FEES & TAXES
5.1 Unless otherwise agreed, you will pay all fees by credit card.  Once paid, fees are non-refundable. 
5.2 Should you permit usage in excess of the agreed number of Subscribers, Users or storage, We reserve the right to charge your credit card for the amount of the overage. 
5.3 If we do not receive payment by the due date, we may charge late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher. 
5.4 If we do not receive payment by the due date, we may suspect Your use of Application. 
5.5 Payment Disputes.  We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
5.6 You are responsible for any and all taxes, duties, associated with Your use of Applications.  If We are required to collect taxes, You agree to promptly pay the required amount. 

6. PROPRIETARY RIGHTS AND LICENSES
6.1 Reservation of Rights.  Except as expressly granted to You under this Agreement, We reserve all rights, title, and interest in the Application and Content. 

6.2 License by Us to Use Content.   We grant to You a worldwide, time-limited license to use Application and Content, subject to this Agreement and Documentation. 

6.3 License by You to Host Your Data and Applications.  You grant Us a worldwide, time-limited limited- term license to host, copy, transmit and display your Data, and to make use of non-specific aggregated, non-identifiable information.

6.4 License by You to Use Feedback. You grant to Us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Content and Applications any suggestion, enhancement request, recommendation, correction or other feedback provided by You, Subscriber or Users relating to the Application. 

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
7.1 Representations.  Each party represents that it has validly entered into this Agreement and has the legal power to do so.

7.2 Our Warranties.   We warrant that We will not materially decrease the overall security of the Application during the Term; that the Application will perform materially in accordance with the Documentation; that We will not materially decrease functionality of Application during the Term. 

7.3 Disclaimers.   EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  CONTENT IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER.   EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

8. MUTUAL INDEMNIFICATION
8.1 Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of Application or Content in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You.  This Indemnification is void unless You:  promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense.  If We receive information about an infringement or misappropriation claim related to Application or Content, We may in Our discretion and at no cost to You (i) modify the Application or Content so that it no longer infringes or misappropriates, without breaching Our warranties, (ii) obtain a license for Your continued use of Application or Content , or (iii) terminate Your subscriptions for Application or Content upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions.  The above defense and indemnification obligations do not apply to the extent a Claim Against You arises you’re your Data, an application not provided by Us, or Your breach of this Agreement.

8.2 Indemnification by You.  You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of Application or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us.  This indemnification is void unless We:  (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

8.3 Exclusive Remedy.   This Section 8 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 8.

8.4 Removal of Content. If We are required to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and remove Content from Application. 

9. LIMITATION OF LIABILITY
9.1 Limitation of Liability.  NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE INCIDENT.  IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU UNDER THIS AGREEMENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THIS LIMITATION DOES NOT APPLY TO FEES RELATED TO NON-PAYMENT BY YOU. 

9.2 Exclusion  of  Consequential  and  Related  Damages. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

10. TERM AND TERMINATION
10.1 Term of Agreement.   This Agreement commences on the date You first accept it and continues for 12 months. 

10.2 Termination.  A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if the breach remains uncured at the end of the 30-day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding  relating to  insolvency,  receivership, liquidation or assignment for the benefit of creditors.

10.3 Refund or Payment upon Termination.  If You terminate this Agreement under Subsection 10.2 (Termination), We will refund You any prepaid fees covering the remainder of the term after the effective date of termination.  If this Agreement is terminated by Us in accordance with Subsection 10.2, You will pay any unpaid fees covering the remainder of the term.  Termination does not relieve You of Your obligation to pay any fees payable to Us for services We provide before the effective date of termination.

11. General Terms
11.1 Surviving Provisions.  The following Sections shall survive any termination or expiration of this Agreement:  Section 2 (Confidentiality); Section 3 (Use of Applications); Section 5 (Fees & Taxes); Section 6 (Proprietary Rights); Section 7 (Representations & Warranties); Section 8 (Mutual Indemnification, to the extent that the Claim arose during the Term); Section 9 (Limitation of Liability);  and Section 11 (General Terms).  In addition, other sections not specifically names shall survive if needed to give meaning to the above survival sections. 
11.2 Notices.  Notices shall be provided to Us through:  (a) personal delivery to 10 Downie Street, Suite 201, Stratford, Ontario, Canada N5A 7K4, (b) mail delivery; or (c) email addressed to:  legal@powernoodle.com (provided that email notices will be invalid if not acknowledged within 2 business days of delivery).  Any notice under this Agreement delivered to Powernoodle must bear, on the envelope (if mailed or couriered) or in the subject line (if emailed) the phrase “Legal Notice”.  Notices shall be provided to You through email addressed to the email used for Accepting this Agreement.  Should that email be unusable or ineffective, You agree to bear all costs of providing notice by courier. 
11.3 Governing Law & Venue; Jury Trial.  This Agreement shall be governed by the laws of the Province of Ontario, without regard to their conflicts of laws rules or the United Nations Convention on the International Sale of Goods.  Any proceeding will be filed in Ontario.  You and We waive any right to trial by jury. 
11.4 Agreement modifications.  We reserve the right to make changes to this Agreement.  Any changes will be reflected on this webpage.  If you use the Application after the revised terms are posted, you are deemed to have accepted revised terms. 
11.5 Independent Contractors.  We agree that You and We have no relationship except for independent contractors. 
11.6 No Third-Party Beneficiaries.  There are no third-party beneficiaries under this Agreement.  For the purposes of this Agreement, Users are not third-party beneficiaries. 
11.7 Waiver & Severability.  No delay or failure by You or Us to exercise rights under this Agreement shall be construed as a waiver of that right.  If any part of this Agreement is held to be invalid or contrary to law by a court or other authority with competent jurisdiction, You and We agree to request that the court modify that provision to give it meaning as intended by You and Us.  .
11.8 Assignment.  You may not assign your rights or obligations under this Agreement, without first obtaining Our written consent. 
11.9 Entire Agreement.  This is the entire Agreement between You and Us with respect to the Application.  No other writing or oral statement may modify this Agreement, except as provided in Subsection 12.4.