Terms of Service

Terms of Service for Users 

These terms of service for Users (“TOS”) govern the relationship between you and Noice Entertainment Oy (“Noice” or “we” or “us”) regarding the use of Noice’s site, mobile application (“App”) or other related services (together referred to as the “Service”). The use of the Service is also governed by the Noice Monetization Agreement, Noice’s Community Guidelines, and other relevant policies and guidelines incorporated hereunder by reference. These TOS apply to you when you use the Service as a user (for example, to watch streams and play). If you use the Service also as a content creator and there is a conflict between these TOS and the Noice Monetization Agreement, the Noice Monetization Agreement shall prevail.

BY CREATING AN ACCOUNT, USING, INSTALLING THE APP, USING NOICE’S SITE OR OTHERWISE ACCESSING THE SERVICE, YOU AGREE TO THESE TOS AND AFFIRM THAT YOU ARE OF LEGAL AGE TO BECOME BOUND BY THESE TOS OR, IF YOU ARE NOT, THAT YOU HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THIS AGREEMENT, AND THAT YOU HAVE NOT BEEN PREVIOUSLY REMOVED FROM THE SERVICE BY NOICE. YOU MAY ALSO NEED TO PROVE YOUR AGE WITH A THIRD-PARTY AGE VERIFICATION SERVICE. USE OF THE SERVICE BY INDIVIDUALS UNDER 13 YEARS OF AGE IS PROHIBITED. FOR INDIVIDUALS UNDER 18 YEARS OF AGE, THERE MAY BE ADDITIONAL RESTRICTIONS SET FORTH IN ACCEPTABLE CONTENT GUIDELINES. IF YOU DO NOT AGREE TO THESE TOS, PLEASE DO NOT USE OR INSTALL THE APP OR OTHERWISE ACCESS THE SERVICE.

IF YOU ARE AN INDIVIDUAL CREATING AN ACCOUNT OR USING THE SERVICE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (“ORGANIZATION”), THEN YOU ARE AGREEING TO BECOME BOUND BY THESE TOS ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO BECOME BOUND BY THESE TOS. REFERENCES TO “YOU” AND “YOUR” IN THESE TOS WILL REFER TO BOTH THE INDIVIDUAL USING THE SERVICE AND TO ANY SUCH ORGANIZATION.

FOR UNITED STATES AND CANADIAN RESIDENTS, THESE TOS CONTAIN A BINDING ARBITRATION CLAUSE AND A CLASS-ACTION WAIVER THAT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. IF YOU LIVE IN THE UNITED STATES OR CANADA, PLEASE READ SECTION 13 (“GOVERNING LAW AND DISPUTE RESOLUTION”) CAREFULLY. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THESE TOS, YOU AGREE THAT ANY DISPUTES ARISING BETWEEN YOU AND NOICE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Noice reserves the right, at its discretion, to change, modify, add or remove portions of these TOS and other relevant policies and guidelines at any time by posting the amended terms through the Service. You will be deemed to have accepted such changes by continuing to use the Service. If at any point you do not agree to any portion of the then-current version of our TOS, the Noice Monetization Agreement or any other policy or guidelines relating to your use of the Service, your right to use the Service shall immediately terminate, and you must immediately stop using the Service.

1. Account and Login Information

You need to create an account to access and use the Service ("Account"). You need to select a username that is not improper or offensive and is in line with these TOS and Noice’s Community Guidelines and create a secure password to log in to your Account (“Login Information”). When creating the Account to access the Service, you need to provide certain information to Noice as set forth in our Privacy Policy. We may also require you to use two-factor authentication to secure your Account.

Your Account is personal to you. You agree that you will not give your Login Information to anyone else or allow anyone else to use your Login Information or Account. You are solely responsible for maintaining the confidentiality of the Login Information, and you are responsible for all uses thereof.

2. Your Right to Use the Service and Use Limitations

Subject to these TOS, Noice hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable right and license to use the Service for your personal use only.

The following restrictions apply to the use of the Service. If you do not use the Service in accordance with these limitations, we may take actions as a result, which may include terminating your Account and prohibiting you from using our Service or parts of our Service.

You shall not:

  • use the Service in violation of any applicable law or regulation;
  • use or take part, directly or indirectly, in the use of any unauthorized third-party software designed to modify or interfere with the Service;
  • modify or cause to be modified any files that are a part of the Service;
  • disrupt, interfere with or otherwise adversely affect the normal flow of the Service or otherwise act in a manner that may negatively affect other users’ experience when using the Service;
  • make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other rights of any person or entity;
  • attempt to decompile, reverse engineer, disassemble or hack any of the Service, or to defeat or overcome any of the encryption technologies or security measures or data transmitted, processed or stored by Noice, or to obtain any information from the Service using any method not expressly permitted by Noice;
  • disrupt, overburden, or aid or assist in the disruption or overburdening of any computer or server used to offer or support the Service;
  • post, upload or transmit any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously or otherwise objectionable or contains hateful or discriminatory speech, or engage in ongoing toxic or disruptive behavior, such as by repeatedly posting information on an unsolicited basis;
  • post, upload or transmit any information that is or contains content or a link to such content that is in violation of Noice’s Community Guidelines;
  • harass, abuse or harm, or attempt thereof, or support or incite any harassment, abuse or harm of another person, including but not limited to other users or Noice employees; 
  • impersonate any Noice employee or falsely present yourself as a representative of Noice or another user, or anyone else for any reason;
  • attempt to gain unauthorized access to the Service, to accounts registered to others or the computers, servers, or networks connected to the Service, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying, any security, technology, device, encryption, or software that is part of the Service;
  • solicit or attempt to solicit login information or personal information from any other users of the Service, or collect or post in any form any user’s private information (including but not limited to identification or financial information);
  • use the Service, directly or indirectly, for gambling, betting or any similar activity in which prizes or rewards can be won, irrespective of whether or not there is a fee or stake involved; or
  • engage in any act that Noice deems to conflict with the intent or spirit of the Service. Noice reserves the right to determine which acts it considers violating the intent or spirit of the Service.

3. Privacy Notice

Your privacy and the privacy of your data are important to Noice. For information about how we collect and use personal information, please see our Privacy Policy.

4. Termination OR Suspension of Account

Without limiting any other remedies available to us, if we believe that you are in breach of these TOS, we reserve the right at our sole discretion, either with or without notice to you and consistent with relevant regulation, to limit or suspend or prohibit your access to the Service, and/or modify or remove any of your Virtual Items and Subscriptions as defined below in Section 5 and/or close your Account or parts of your Account and terminate these TOS between you and Noice.

We reserve the right to stop offering and/or supporting the Service or part of the Service at any time, at which point your right to use the Service or part of the Service will terminate automatically. In such an event, we shall not be required to provide any refunds, benefits or other compensation.

You may close your Account at any time and for any reason by contacting us through https://support.noice.com or sending a message to support@noice.com. 

5. Ownership and Purchase of Virtual Items and Subscriptions

You will always retain rights to the user content you provide when you use the Service as a content creator, for example, to live video. These rights are set forth in the Noice Monetization Agrement.

All rights not expressly granted herein in these TOS are reserved by Noice. Noice and its licensors retain all rights, title and interest in and to the Service, including but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audio-visual effects, themes, cards, card names, characters, character names, settings, artwork, sound effects, musical works, gameplay recordings made using the Service, moral rights, whether registered or not, and all applications thereof (“Noice IPR”). You have no right or title in or to Noice IPR or any content that appears in the Service (including but not limited to Virtual Items) except for User Content as defined below in Section 6. Unless expressly authorized by law, the Service may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without Noice’s prior written approval.

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and that all rights in and to the Account are and shall forever be owned by and inure to the benefit of Noice.

In the Service, you may be able to purchase a license for certain virtual goods and virtual currencies to be used within the Service (“Virtual Items”). You may also earn licenses for Virtual Items by watching advertisements. Virtual Items are licensed on a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable basis and are intended solely for non-commercial use. We may manage, control, alter, modify or eliminate Virtual Items in whole or in part at any time in our sole discretion, with or without notice to you, and we shall have no liability to you or any third party in case we exercise any such rights.

You may also subscribe to a content creator’s channels and obtain additional Virtual Items and benefits therefrom (“Subscription(s)”). You agree that your Subscription will automatically renew, and you will be automatically charged the applicable fees for your Subscription until you cancel it. You may cancel your Subscriptions at any time. The cancellation will be effective in the calendar month following the calendar month you cancelled your subscription.

Virtual Items are provided as a part of the Service immediately when you subscribe or purchase them. Therefore, by paying the applicable fees for such Virtual Items, you waive any possible statutory right of withdrawal or right of cancellation or “cooling off” period, and if the applicable statutory law does not allow waiving thereof, you agree that such withdrawal right expires immediately upon use of your Virtual Items, as permitted by applicable law.

The Virtual Items have no monetary value or value outside the Service. Other than as expressly authorized in the Service, you shall not sell, purchase, trade or otherwise transfer Virtual Items to any person or entity or attempt any of the aforesaid.

ALL PURCHASES OF VIRTUAL ITEMS AND SUBSCRIPTIONS THROUGH THE SERVICE ARE FINAL AND NON-REFUNDABLE, EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW. PRICE, OTHER APPLICABLE CHARGES AND AVAILABILITY OF VIRTUAL ITEMS AND SUBSCRIPTIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE. WE ARE NOT LIABLE FOR PROVIDING ANY REFUND FOR ANY REASON, AND YOU ARE NOT ENTITLED TO RECEIVE COMPENSATION OF ANY KIND FOR ANY VIRTUAL ITEMS OR SUBSCRIPTIONS WHEN YOUR ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

IF YOU ASK FOR YOUR ACCOUNT OR PERSONAL DATA TO BE DELETED AS DESCRIBED IN OUR PRIVACY POLICY, YOU WILL PERMANENTLY FORFEIT ALL OF YOUR VIRTUAL ITEMS AND SUBSCRIPTIONS WITHOUT THE RIGHT TO REFUND, AS WE WILL NO LONGER BE ABLE TO ASSOCIATE SUCH VIRTUAL ITEMS OR SUBSCRIPTIONS WITH YOU.

6. User Content

You may be able to generate and create certain content while using the Service, which may include but is not limited to characters, designs, images, sounds, communications (including chat messages) or other material or information that you use, upload or transmit through our Services (“User Content”). You are solely responsible for your User Content.

Noice has the right, but not the obligation, in its sole discretion to review, monitor, prohibit, edit, delete, disable access to or otherwise make unavailable any User Content without notice for any reason or for no reason at any time. If at any time Noice chooses, in its sole discretion, to monitor the Service, Noice nonetheless assumes no responsibility for User Content and assumes no obligation to modify or remove any inappropriate User Content. Noice may enable content creators to nominate channel moderators to ensure that the chat in their channel meets the rules set by the content creator for the channel.

You hereby grant to Noice a non-exclusive, royalty-free, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your User Content for the purpose of operating, promoting, and improving the Service, including, but not limited to, the right to use, reproduce, copy, adapt, modify, digitally perform, distribute, manufacture, create derivate works of, translate, commercialize, exploit (including but not limited to your name, likeness and any other information or material included in or used in connection of any User Content), perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any current or future means and to distribute your User Content without any further notice or compensation or obligation to you of any kind. You hereby waive any moral rights you may have in your User Content with respect to our use of the User Content to the maximum extent permitted by applicable laws, and if the applicable statutory law does not allow waiving thereof, you irrevocably agree not to exercise such possible rights in any manner that would interfere with Noice’s exercise of the granted rights.

With respect to all User Content, you will ensure:

  1. that you have all the rights necessary in your Unser Content to grant us the license described in this Agreement; 
  2. the use of your User Content by Noice and others as contemplated in these TOS will not constitute any infringement upon any third party’s intellectual property rights, contractual rights or any other rights of any person or entity and will be compliant with all applicable laws and regulations; and
  3. your User Content is free of any obligation to pay royalties to any third party, including without limitation a sound recording copyright owner, a musical work copyright owner, a performance rights organization, or a collective management organization, with respect to the use of your User Content by Noice and others as permitted by these TOS.

Noice does not claim any ownership rights in your User Content, and nothing in these TOS is intended to restrict any rights that you may have to use and exploit your User Content. Noice has no obligation to monitor or enforce your intellectual property rights in or to your User Content.

If you provide any feedback to Noice or our employees regarding or in connection with your use of the Service (“Feedback”), you grant to Noice a non-exclusive, royalty-free, perpetual, irrevocable, fully transferable and sub-licensable worldwide right to use such Feedback and incorporate it into its Service without any further notice or compensation or obligation to you of any kind.

6.1 Promotions and Endorsements.

You may conduct promotions and endorse third-party products and services when using the service to deliver a stream, but you shall comply with applicable laws and regulations (including disclosing any material connection as required by the US FTC Endorsement Guidelines) when making such promotions and endorsements, as well as this Agreement. You bear all liability arising from or relating to such promotions and endorsements.

6.2 Security Measures

Any User Content you decide to upload, create or distribute while using the Service is done at your own risk. Noice does not guarantee that any unauthorized copying, use, or distribution of User Content by third parties will not take place. To the furthest extent permitted by applicable law, you hereby agree that Noice shall not be liable for any unauthorized copying, use, or distribution of User Content by third parties and release and forever waive any claims you may have against Noice for any such unauthorized copying or usage of the User Content, under any theory.

7. Respecting Copyright

The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Service infringe your copyright, you (or your agent) may send Noice a written notice, requesting that Noice remove such material or block access to it, via https://legal.noice.com, by email to dmca@noice.com, or by mail to Copyright Agent, Noice Inc., 548 Market St #46236, San Francisco, CA 94104, United States of America.

Please include the following information in any notice submitted to our designated copyright agent:

  • Your contact information, including your full legal name, mailing address, e-mail address and telephone number.
  • Identify the copyrighted work that you believe has been infringed.
  • Identify the materials available on the Service that you believe to infringe your copyrighted work and a description of where such materials are located on the Service (e.g., a URL to the allegedly infringing materials).
  • A declaration that: (i) you believe in good faith that the use of the copyrighted work described in your notice is not authorized by the copyright owner, the copyright owner’s agent or the law; (ii) the information that you have provided in your notice is accurate; and (iii) under penalty of perjury, you are, or are authorized to act on behalf of, the owner of the copyright. 

The Digital Service Act and the Directive on Copyright in the Digital Single Market provide recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the copyright laws in the EU.

If you believe in good faith that materials available on the Service infringe your copyright, you must request the content provider whose material the request concerns to remove the material from the Service. If the content provider cannot be identified or if the content provider does not remove the material or prevent access to it expeditiously, you (or your agent) may send Noice a written notice, requesting that Noice remove such material or block access to it, by submitting a Report of Alleged Copyright Infringement to our copyright agent via https://legal.noice.com or by mail to Copyright Agent, Noice Entertainment Oy, Vuorikatu 14, 00100 Helsinki, Finland.

Please include the following information in any notice submitted to our designated copyright agent:

  • Your name and contact information;
  • An itemisation of the material, for which prevention of access is requested, and details of the location of the material; 
  • Your confirmation that the material which the request concerns is, in your sincere opinion, illegally accessible in the Service;  
  • Information concerning the fact that you have in vain submitted your request to the content provider or that the content provider could not be identified; 
  • Your confirmation that you are the holder of copyright or neighbouring right or entitled to act on behalf of the holder of the right; and
  • Your signature.  

8. Third-Party Content

The Service may include links to third-party websites or services (including, but not limited to, advertisements displayed by third parties) and/or the third-party services may be made available to you via the Service. These services are subject to respective third-party terms and conditions. Please read these third-party terms and conditions carefully, as they constitute an agreement between you and the relevant third-party service provider to which Noice is not a party. If you provide data to such third parties, you are providing it in accordance with their privacy policy (if any), and you understand our Privacy Policy does not apply to such data.

9. Disclaimers

THE SERVICE IS PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT ANY WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NOICE DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING, THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the above disclaimers shall only apply to the extent permitted by the laws of such jurisdictions. Nothing in these TOS shall infringe upon the statutory rights that you may have as a consumer.

10. Limitation of Liability, Equitable Remedies, and Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOICE SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, OR ANY ACTUAL OR ALLEGED INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING IN ANY WAY TO THESE TOS OR THE SERVICE ITSELF, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NOICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT NOT PROHIBITED BY LAW, NOICE SHALL NOT BE LIABLE TO YOU FOR MORE THAN (A) THE AMOUNT YOU HAVE PAID TO NOICE IN ACCORDANCE WITH THESE TOS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM OR (B) EUR 100, WHICHEVER IS HIGHER. ANY CLAIMS FOR DAMAGES MUST BE PRESENTED WITHIN ONE (1) YEAR AFTER THE DAMAGE OCCURRED, OR THE RIGHT TO COMPENSATION IS FORFEITED.

Some jurisdictions do not allow certain limitations of liability, such as those stated above, and thus, the above terms may not apply to you. Instead, in such jurisdictions, the above limitations of liability shall apply only to the extent permitted by the laws of such jurisdictions. Moreover, if you are a consumer, you may have additional legal rights in your jurisdiction, and nothing in these TOS will infringe upon any statutory rights you may have as a consumer.

You are solely responsible for your User Content and use of the Service and agree to indemnify, defend and hold Noice (and our officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim, demand, damages or other losses, including reasonable attorneys' fees, asserted by any third party resulting from or arising out of an alleged breach of such third party’s rights by any User Content you have uploaded to the Service or your use of the Service.

11. Equitable Remedies

In the event that you breach these TOS, you hereby agree that Noice would be irreparably damaged if these TOS were not specifically enforced, and therefore you agree that Noice shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these TOS, in addition to such other remedies as Noice may otherwise have available to it under applicable laws.

You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages, limited by Section 10 (if any).

12. Updates to the Service

We are constantly developing our Service. We may update the Service with or without notifying you and subsequently require that you accept updates to the Service (including but not limited to the App you have installed on your device(s)). You may also need to update third-party software from time to time in order to use the Service.

13. Governing Law and Dispute Resolution

This Section 13 applies to all Claims between you and Noice. A “Claim” is any dispute, claim, or controversy between you and Noice, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to these TOS or the Service, including any privacy or data security claims or claims related to the validity, enforceability, or scope of these TOS or any portion of it.

FOR THOSE RESIDING OUTSIDE OF THE UNITED STATES AND CANADA

If you are a resident outside the United States and Canada, you agree that these TOS and all Claims shall be governed by the laws of Finland, regardless of conflict of law provisions. If you are a consumer, you agree that any Claim you file against Noice shall be resolved by the District Court of Helsinki, Finland as the first instance. If you have created an Account or are using the Service on behalf of or for the benefit of any Organization, then you agree that any Claim, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. However, evidence may be submitted and witnesses may be heard in Finnish, to the extent the arbitral tribunal deems it appropriate.

If the jurisdiction of your domicile prohibits Noice from enforcing the governing law provisions, nothing in these TOS limits your rights based on the laws governing your domicile.

FOR THOSE RESIDING IN THE UNITED STATES AND CANADA

If you are a United States or Canadian resident, these TOS and all Claims shall be governed by the laws of the State of Delaware, the United States, without regard to conflict of law provisions. Any Claim not subject to arbitration shall be resolved only by a federal or state court located in Wilmington, Delaware, the United States.

Sections 13.1 to 13.7 apply to you if you are a resident of the United States or Canada. They do not apply to you if you are a resident of any other country.

13.1. Informal Dispute Resolution Prior to Arbitration

If you have a Claim against Noice or if Noice has a Claim against you, you and Noice will first try to informally resolve any dispute directly with each other in order to try and resolve the Claim faster and reduce costs for both parties. You and Noice will make a good-faith effort to negotiate the resolution of any Claim for thirty (30) days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms. 

You will send any Claimant Notice to Noice by email to legal@noice.com. Noice will send any Claimant Notice to you using the contact information you have provided to Noice. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.

The statute of limitations and any filing fee deadlines for a Claim shall be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.

13.2. Arbitration Agreement

If you and Noice do not resolve a Claim during the Informal Resolution Period, the Claim may, except as noted in Section 13.4 below, only be settled by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://namadr.com, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”) and according to NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Claim arose (the “Rules”), as modified by these TOS. 

If NAM notifies the parties in writing (email suffices) that it is not available to arbitrate any Claim, then that Claim may only be settled by binding individual arbitration conducted by the American Arbitration Association (“AAA”), https://www.adr.org. For Claims that must be arbitrated by AAA, if you are a “Consumer,” meaning that you only use the Service for personal, family or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules are the Rules applicable to Claims between you and Noice as modified by these TOS. For Claims that must be arbitrated by AAA, if you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and Noice as modified by these TOS.

If you or Noice brings a Claim in court or proceeds to arbitration without complying with the requirements in this Section 13, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party that has not followed the requirements in this Section 13 to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach.

These TOS affect interstate commerce, and the enforceability of this Section 13 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these TOS, and the Rules, the arbitrator will have the exclusive authority to decide all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to decide the enforceability, revocability, or validity of any portion of Section 13.

Claims subject to arbitration will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court. 

13.3. Arbitration Process

Following the conclusion of the Informal Resolution Period, you or Noice may initiate arbitration of any Claim by filing a demand for arbitration with NAM in accordance with the Rules (or with AAA. in accordance with the Rules if applicable pursuant to Section 13.2).

Instructions for filing a demand for arbitration with NAM are available on the NAM website or by calling NAM at 800-358-2550, and instructions for filing a demand for arbitration with AAA are available on the AAA website or by calling AAA at 800-778-7879. If either of us decides to start an arbitration, that party will provide the other party with a written Demand for Arbitration as specified in the Rules. You will send a copy of any demand for arbitration to Noice email to legal@noice.com. Noice will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Noice.

The arbitration will be conducted by a single arbitrator in the English language. You and Noice both agree that the arbitrator will be bound by these TOS. 

Each party will be responsible for arbitration fees in accordance with the applicable Rules and these TOS. Each side will pay their own attorneys’ fees and costs unless the claims allow for the prevailing party to recover attorneys’ fees and costs, in which case the arbitrator may award them under the applicable law. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement. 

For Claims in which the claimant seeks less than USD $10,000, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings shall be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in the City of New York, New York, the United States, unless the arbitrator determines that this would pose a hardship for you.

Unless you and Noice agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

13.4. Exceptions to Agreement to Arbitrate

You and Noice agree that the following Claims need not be brought into arbitration:

  • Claims exclusively related to the intellectual property or intellectual property rights of you or Noice, including any disputes in which you or Noice seek injunctive or other equitable relief for the alleged unlawful use of your or Noice’s intellectual property or other infringement of your or Noice’s intellectual property rights (“IP Claims”) such as claims to enforce, protect, or concerning the validity of your or Noice’s copyrights, trademarks, trade dress, domain names, patents, trade secrets, or other intellectual property rights.
  • Claims that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief).

For clarity, Claims that are not related to intellectual property or intellectual property rights but that are brought jointly with IP Claims are subject to the arbitration requirement. 

13.5. No Class Actions

YOU AND NOICE MAY ONLY BRING CLAIMS AGAINST EACH OTHER ON AN INDIVIDUAL BASIS.

This means:

  • Neither you or Noice may bring or participate in a Claim as a plaintiff or class member in a class, collective, consolidated, or representative action.
  • The arbitrator cannot combine any other person’s claims with a Claim brought by you or Noice into a single case or preside over any class, collective, consolidated, or representative arbitration proceeding.
  • The arbitrator’s decision or award, and any judgment confirming it, will not apply to anyone else and cannot be used to decide or offered as precedent in any other disputes except for disputes to enforce the award.
  • The arbitrator may only award legal or equitable remedies that are individual to you or Noice to satisfy one of our individual Claims (that the arbitrator determines is supported by credible relevant evidence).

Notwithstanding anything in Section 13.4, if this Section 13.5 (“No Class Actions”) is found to be unenforceable or invalid for any reason, including but not limited to because it is found to be unconscionable, such that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of any claims allowed to proceed on a class, collective, consolidated, or representative basis will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 13 is found to prohibit an individual claim from seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 13 will be enforceable.

13.6 Coordinated Filings

If twenty-five (25) or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Coordinated Claims” and will be treated as mass filings or multiple case filings according to the Rules, if and to the extent Coordinated Claims are filed in arbitration as set forth in these TOS. You or Noice may advise the other of your or its belief that Claims are Coordinated Claims, and disputes over whether a Claim meets the definition of “Coordinated Claims” will be decided by the arbitration provider as an administrative matter. To the extent either party is asserting the same Claim as other persons and are represented by common or coordinated counsel, that party waives any objection that the joinder of all such persons is impracticable.

Coordinated Claims may only be filed in arbitration as permitted by the process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in a Coordinated Claims from the time a compliant Claimant Notice has been received by a party until these TOS permits such Coordinated Claim to be filed in arbitration or court.

Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Coordinated Claims has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Coordinated Claims have been provided.

After that point, counsel for the parties will select fourteen (14) Coordinated Claims to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side will select seven (7) claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Coordinated Claims will be delayed by this bellwether process. Any remaining Coordinated Claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this Section 13.6.

A single arbitrator will preside over each Coordinated Claim chosen for the bellwether process, and only one Coordinated Claim may be assigned to each arbitrator as part of the bellwether process unless the parties agree otherwise.

Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Coordinated Claims, with the mediator's fee paid for by Noice. Counsel for the claimants and the other party must agree on a mediator within thirty (30) days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

Second Bellwether: If the mediation does not yield a global resolution of all remaining Coordinated Claims, counsel for the parties will select fifty (50) Coordinated Claims (or the total remaining amount if less than fifty (50)) to proceed in arbitration as a second bellwether. Each side will select twenty-five (25) claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider.

A single arbitrator will preside over each Coordinated Claim chosen for the bellwether process, and only one Coordinated Claim may be assigned to each arbitrator as part of the bellwether process unless the parties agree otherwise.

Remaining Claims: If the second bellwether concludes with unresolved Coordinated Claims remaining, the arbitration requirement in this Section 13 will no longer apply to such Coordinated Claims for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether proceedings or mediation.

If Coordinated Claims released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Coordinated Claims for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.

A court will have authority to enforce the bellwether and mediation processes defined in this section and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

13.7 Opting Out of Arbitration

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted these Terms by providing us with notice of your decision to opt out by emailing us at legal@noice.com. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration.

14. Miscellaneous

14.1. No Waiver

Any failure by Noice to exercise or enforce any of its rights under these TOS, the Noice Monetization Agreement, or Noice’s Community Guidelines does not waive its right to enforce such rights. Any waiver of such rights shall only be effective in writing.

14.2. Assignment

Noice may assign these TOS or part of these TOS to any Noice group company or a third party without your consent. You may not assign or delegate any rights or obligations under these TOS to any third party without Noice’s prior written consent.

14.3. Survival

Upon termination of these TOS, any provision which, by its nature or express terms, should survive, will survive such termination or expiration, including, but not limited to, Sections 5, 6, 10, 11, 13 and 14.

14.4. Severability

If any provision of these TOS is held to be invalid or unenforceable, such provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these TOS will remain in full force and effect. Noice’s failure to enforce any right or provision of these TOS will not be deemed a waiver of such right or provision.

14.5. Entire Agreement

These TOS, the Noice Monetization Agreement, and Noice’s Community Guidelines, as well as any supplemental policies, guidelines, and any other documents expressly incorporated by reference herein, set out the entire agreement between you and Noice regarding the Service and supersede all earlier agreements and understandings between you and Noice.

15. Apple-Specific Terms

In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to these TOS and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. If you have any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, please contact legal@noice.com. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these TOS and, upon your acceptance of the terms and conditions of these TOS, will have the right (and will be deemed to have accepted the right) to enforce these TOS against you as a third-party beneficiary thereof; notwithstanding the foregoing, Noice’s right to enter into, rescind or terminate any variation, waiver or settlement under these TOS is not subject to the consent of any third party.

16. Contact Us

If you have any questions about this Agreement, please contact us at https://support.noice.com.

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