NOGGIN TERMS OF USE

Last modified: August 2025

The following terms and conditions ("Terms of Use") govern the use by you of websites, applications, or online services that Noggin operates ("Services"). These Terms of Use also apply to all materials, online communications and other content and information that is or becomes available via the Services or that you post to the Services. BY USING THE SERVICES, YOU AGREE TO ABIDE BY THESE TERMS OF USE AND ANY MODIFICATIONS THERETO.

Parents' Responsibility

You may, where authorized or permitted by law, permit your children to use the Services, provided that you supervise such use. You are responsible for ensuring that you and your child are aware of, understand, and comply with these Terms of Use. You shall at all times be responsible and liable for all activities conducted and items obtained through your use or your child's use of the Services, including, without limitation, all content posted on the Services.

Commercial Use Not Permitted

The Services are for your personal use. You shall not exploit the Services for commercial purposes or otherwise use the Services in a manner that is inconsistent with these Terms of Use.

Obligation to Abide By Applicable Law

In connection with the use of the Services, you shall abide by all applicable federal, state or local laws, including without limitation, those pertaining to libel, slander, defamation, trade libel, product disparagement, harassment, invasion of privacy, tort, obscenity, indecency, copyright and trademark ("Applicable Law"). The Services may include intellectual property that is protected under copyright, trademark and other intellectual property laws of the United States and/or other countries ("Intellectual Property Laws"). Such Intellectual Property Laws generally prohibit the unauthorized reproduction, distribution or exhibition of all text, photographic and graphic images, music, sound samplings and other protected materials. The violation of applicable Intellectual Property Laws may give rise to civil and/or criminal penalties.

Online Communications

You should be aware that some administrative personnel of Noggin may, in the course of their regular duties, have access to communications for technical or operational purposes or to maintain community safety. Noggin may also disclose any communications to the extent permitted or required by law.

Prohibition Against Rogue Programming

You shall not post, transmit or make available in any way through the Services any software or other materials which contain a computer virus, trojan horse, timebomb, worm or other rogue programming ("Rogue Programming"). Noggin has no obligation to detect the presence of any Rogue Programming. Any downloading of software or other materials or any other use of the Services is at your risk, and you are advised to take adequate precautions to minimize any loss to your system caused by Rogue Programming, including use of anti-virus programs and proper backup of files.

Content You Post to the Services

You are responsible for all content you post on the Services. Unless otherwise indicated in the Services, Noggin has no obligation to monitor or control any content that is or becomes available on the Services. Noggin reserves the right to review any content that is or becomes available on the Services. Noggin reserves the right to refuse to post or to remove any content that is, in Noggin's sole discretion, unacceptable, undesirable or in violation of these Terms of Use. However, Noggin has no obligation to do so.

Noggin may terminate access for content providers or forum participants who are found repeatedly to provide or post protected material without necessary rights and permissions or material that is unacceptable, undesirable or in violation of these Terms of Use.

By submitting content to Noggin, you grant Noggin a perpetual, sublicensable, non-exclusive, royalty-free, worldwide license to use, transmit, copy and display such content in any and all media now know or hereinafter devised and represent that you have all necessary rights in such content to grant such license to Noggin.

Your Conduct

You are solely responsible for your communications and interactions with other users of the Services. You agree to take appropriate safeguards in all interactions with other users of the Services, especially if you choose to meet offline or in person. If you have a dispute with one or more users of the Services, you release Noggin from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

In-App Products and In App-Purchases

An App may include virtual products, features and services available to you through in-app activities within the App (“In-App Products”). In-App Products are provided to you under the same rights of use as the App. In-App Products may therefore only be used for your personal, non-commercial use within the App. Furthermore, the acquisition of an In-App Product, whether through a purchase or without payment, does not grant you the ownership of the In-App Product as it is a license identical to the license of the App.

You acknowledge and agree that In-App Products lack monetary value and never can be exchanged for real money, real goods or real services with Noggin or anyone else. The features, capabilities, and/or specifications of In-App Products may change at any time without notice.

Some In-App Products are provided to you by purchase (“In-App Purchases”).

You acknowledge that all In-App Purchases are final, and Noggin does not refund, transfer or change a completed transaction. Therefore, you will not be compensated for lost In-App Products (or In-App Purchases) if your user account is terminated, whether by Noggin or by you for whatever reason. Note that when you do an In-App Purchase, you authorize Noggin to start providing the purchased In-App Product to you immediately when the purchase is completed, and therefore, you lose your right to withdraw from the purchase at this time. For these purposes, an In-App Purchase is completed when our servers validate the purchase, and the In-App Product is credited to your user account.

The charge for any In-App Purchase shall be as stated in the App at the time you place the order, except in the case of obvious error. The charge is inclusive of all sales taxes and other charges. Noggin will, independently or through the payment processor acting on our behalf, bill your credit card or use other payment methods if you make an In-App Purchase. You undertake to pay all fees and applicable taxes incurred by you or anyone using your user account. Should your payment in any way be insufficient, Noggin may delete the In-App Product insufficiently purchased by you.

Depending on your platform, In-App Purchases may be subject to your platform provider's terms of service and user agreement. Usage rights for each purchase may differ from item to item. If you are unsure about usage rights, you should check with your platform or our customer support team before making a purchase. Unless otherwise shown, content available in any in-app store has the same age rating as the app.

Noggin reserves the right to temporarily or permanently increase or decrease the prices and/or availability of In-App Purchases in any manner such as, but not limited to, having sales, having offers for a limited amount of time or only during certain hours or on certain geographical locations, bundling In-App Products with each other, awarding users with In-App Products as bonuses or limiting the amount of In-App Products you may purchase.

To the extent that Noggin establishes that aspects of the App are only available to those users opting for additional paid licenses and you elect to use such paid aspects of the App, you agree to the pricing, payment and billing policies applicable to such fees and charges as described on www.noggin.com.

Third Party Websites and Information

The Services may link you to other websites or otherwise include references to information, materials and/or services provided by other parties. Such other websites and parties are not under Noggin’s control, and you acknowledge that Noggin is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such websites, nor is Noggin responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the website or party by Noggin, or any warranty of any kind, either expressed or implied.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOGGIN MAY NOT WARRANT THAT ANY INFORMATION IS COMPLETE OR ACCURATE, THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION IS FREE OF ROGUE PROGRAMMING.

Limitation of Damages

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL NOGGIN BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE USE OR INABILITY TO USE THE SERVICES, INCLUDING WITHOUT LIMITATION USE OF OR RELIANCE ON INFORMATION AVAILABLE ON THE SERVICES, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR TRANSMISSION, NONDELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY OTHER FAILURE OF PERFORMANCE.

Release and Indemnity

YOU HEREBY RELEASE AND WAIVE ANY AND ALL CLAIMS AND/OR LIABILITY AGAINST NOGGIN ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICES. YOU ALSO AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS, NOGGIN, FROM AND AGAINST, ANY AND ALL CLAIMS OR LIABILITY, INCLUDING COSTS AND ATTORNEYS FEES, ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICES OR FAILURE TO ABIDE BY APPLICABLE LAW.

Modifications of these Terms of Use

Noggin may revise these Terms of Use to reflect changes in the law, our practices, or the features of the Services. Noggin will notify you before making any material changes and give you the opportunity to review the revised terms before you choose to continue using our Services. Non-material changes will be effective immediately upon posting, however Noggin will always note the effective date of such changes at the top of these Terms of Use.

Termination

The Terms are effective and continue to remain in full force until terminated by you or by Noggin. You may terminate the Terms at any time by deleting the App from your device and ceasing to use the Services.

Noggin may terminate the Terms at any time if you breach the Terms, if your user account has been inactive for 24 months or for any other reason explicitly set out in the Terms.

Governing Law and Jurisdiction

Any failure by Noggin to enforce the Terms or any part hereof shall not be considered a waiver of our right to do so.

The Terms are governed by the laws of the United States, without regard to choice or conflict of law principles. You agree that any claim or dispute you may have against Noggin must be settled exclusively by a court located in New York, NY.

Dispute Resolution & Arbitration

ANY DISPUTE OR CLAIM RELATING TO THESE TERMS AND CONDITIONS OR THE SERVICE AND SEEKING MONETARY RELIEF SHALL BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS ACCORDING TO THIS SECTION.

Prior to initiating any arbitration, the party seeking arbitration (“Claimant”) must first send a written Notice of Claim to the other party (“Respondent”) by email or USPS Certified Mail. This Notice must contain the Claimant’s name, address, and contact information; the identity of counsel (if any); the nature and basis of the claim; and the specific relief sought. Within thirty (30) days of receipt of the Notice, the parties shall engage in at least one good-faith settlement conference by telephone or video conference. An individual party must be personally present at this settlement conference, and an entity party must be present at this settlement conference through an employee with settlement authority, though both parties may bring counsel as well. Arbitration shall be initiated only if no settlement can be reached at this settlement conference.

The arbitration shall be conducted by a single arbitrator and administered by the American Arbitration Association (“AAA”) according to its Consumer Arbitration Rules, Procedures for the Resolution of Disputes Through Document Submission, Consumer Fee Schedule, and Supplementary Rules for Multiple Case Filings (“AAA Rules”), and the provisions of this section. Where they conflict, the provisions of this section shall take precedence over any AAA Rules. If the AAA is unavailable to conduct an arbitration, the parties shall arbitrate through another mutually agreed upon organization or on an ad hoc basis according to the rules in this section. The arbitration shall be conducted in the English language.

If a claim is within the jurisdiction of a small claims court, either party may choose to have the case heard in the small claims court on an individual basis, instead of arbitration.

If twenty-five (25) or more similar Demands for Arbitration are filed against or on behalf of the same party or related parties, and if representation of the parties is consistent or coordinated across the cases, then the AAA’s Supplementary Rules for Multiple Case Filings shall apply. Counsel filing twenty-five (25) or more similar Demands for Arbitration against Noggin must comply with the AAA’s Filing Requirements for Multiple Case Filings. There shall be no class or collective arbitration, or joinder of claims, except as provided for in the AAA’s Supplementary Rules for Multiple Case Filings.

If you do not want to arbitrate disputes with Noggin and you are an individual, you may opt out of this arbitration agreement by sending an email to help@noggin.com within 30 days of the day you first access or use the Service.

Notwithstanding the above, either party may apply for and obtain non-monetary, injunctive remedies or urgent relief in court without engaging in any arbitration or informal dispute resolution process.