Noonlight Terms of Use

Last Updated: January 22, 2019

Welcome, and thank you for your interest in Noonlight, Inc. (“Noonlight,” “we,” “our,” or “us”). These Terms of Use constitute a legally binding agreement (the “Agreement”) between you and Noonlight governing your access to and use of the Noonlight website, mobile application, Noonlight Material, software, API, products, and services provided by us (collectively, the “Service”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT INCLUDES A JURY TRIAL WAIVER AND CLASS ACTION WAIVER, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE FOR ANY DISPUTES.

By entering into this Agreement, and/or by accessing or using the Service, you expressly acknowledge that you have read, understood, and agree to be bound by this Agreement. This Agreement applies to all visitors, users, and others who access or use the Service (“Users,” “you,” or “your”). Noonlight reserves the right, at its sole discretion, to change, modify, add or remove portions of this Agreement, at any time, by posting changes to this page. Your continued access to or use of the Service after such posting confirms your consent to be bound by this Agreement, as amended. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.

1. Privacy Policy and Additional Terms
Our Privacy Policy explains how we collect, use, and share your information, and is hereby incorporated into this Agreement. You agree that your access to and use of the Service is governed by ou.

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), such as end user license agreements for any downloadable software applications, or rules applicable to a particular feature or content on the Service. All Additional Terms are incorporated by reference into, and made a part of, this Agreement.

2. Eligibility

To use the Service you must be, and hereby represent that you are, an individual 13 years or older who can form legally binding contracts. Persons under the age of 13, or any higher minimum age in the jurisdiction where that person resides, are strictly prohibited from accessing or using the Service unless their parent has consented in accordance with applicable law. Additionally, you are prohibited from accessing or using the Service if you are barred from receiving services under applicable law or have previously been suspended or removed from the Service.

3. Accounts and Registration

To access and use the Service you must create an account (“Account”) by providing us with information such as your name, contact information, payment information, and additional information you may elect to provide. You must provide accurate, current, and complete information during the registration process and keep your Account information up-to-date at all times. You are responsible for all activity that occurs in association with your Account. Noonlight is not liable for any loss or damage caused by your failure to maintain the confidentiality of your Account credentials. Please contact us through the support section of Noonlight.com if you discover or suspect any security breach related to the Service or your Account.
Some areas of the Service allow you to post content (“User Content”). The User Content you create remains yours. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy. We reserve the right (but not the obligation) to reject and/or remove any User Content that we believe, in our sole discretion, violates this Agreement.

4. Restrictions

In addition to any other restrictions set forth in this Agreement, you agree not to engage in, attempt to engage in, or permit or assist others in engaging in, any of the following prohibited activities: (i) use any software, script, code, device, crawler, robot, or other means not provided by us to access the Service; (ii) circumvent, disable, or otherwise interfere with security-related features on the Service; (iii) modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Service; (iv) access or use the Service in any manner that may damage, disable, unduly burden, or impair any part of the Service, or any servers or networks connected to the Service; (v) post information or interact with the Service in in a manner which is fraudulent, libelous, abusive, obscene, profane, harassing, or illegal; (vi) use the Service for any illegal purpose or in violation of any law, statute, rule, permit, ordinance or regulation; (vii) gain or attempt to gain unauthorized access to the Service; (viii) interfere or attempt to interfere with the Service provided to any User or network, including, without limitation, via means of submitting a virus to the Service, spamming, crashing, or otherwise; (ix) engage in commercial use or distribution of the Service, or copy or create any derivative work of the Service; (x) use the Service in any way that infringes or misappropriates any third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; or (xi) use your Account or the Service for the benefit of any third party.

5. Limited License Grant

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. Noonlight reserves all rights not expressly granted herein in the Service.

6. Service Availability

The Service is designed for residents of the contiguous U.S., Alaska, and Hawaii, though some features of the Service may not work in areas outside the wireless service coverage area for the phone that the Service is installed on. Noonlight makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations.

We may, without prior notice and at our sole discretion, change the Service, stop providing the Service or features of the Service to you or to Users generally, or create usage limits for the Service. Notwithstanding the foregoing, solely as it relates to premium safety features, Noonlight will endeavor to take reasonable steps to notify Users prior to discontinuing such features. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason.

7. Service Features

This section provides information about some of the Service features that may be available for you to use or subscribe to.

Emergency Responders
If you use our Service, we will share information with relevant public safety authorities, such as police, fire, or EMS (collectively, “Emergency Responders”). You understand and agree that once the content of your Account is made available to Emergency Responders, it may be transmitted or otherwise made accessible through unsecured communications as part of the information disseminated to or by Emergency Responders responding to an emergency. You further understand that the content of your Account may be stored as part of a public record associated with an emergency call if required by local statutes. You understand and agree and hereby authorize Noonlight to release and disclose your Account information, including any User Content, to Emergency Responders in connection with the Service. You should only provide the information you want Emergency Responders to have access to.

Location Information
The Service includes location information features that collect and share location information about you. These features may not work for certain reasons, such as if the device and corresponding settings to allow the collection and sharing of location information are not enabled or if the device is not connected to a wi-fi network. If you use features designed to collect and share location information, the Service will periodically access and collect information about your device and location (such information will be Noonlight Material under this Agreement). By using the features designed to collect and share information, you represent and warrant that you have consented to use the Service and to allow it to access and collect such information.

Automatic Crash Response
The Automatic Crash Response service includes a vehicle occupant protection feature, which (where available and when enabled by you) may help detect automobile crashes. Please do not use this feature in any way that distracts you while driving, or that interferes with your ability to follow traffic laws. This feature will periodically access and collect information about your phone and driving activity that can be detected by the phone, including your location, the use and movement of the phone, the speed of your motor vehicle, etc. (such information will be Noonlight Material under this Agreement). By using this feature, you represent and warrant that you are the driver, or you have obtained consent from the driver, to use this feature. When you use this feature, it may help to detect automobile crashes when you are in an automobile accident and your phone is with you. If a crash is detected, this feature may prompt you to determine whether you need assistance, and it may utilize your phone to communicate with a call center to help you seek assistance. This feature will collect your location information, and in the event of a potential crash, it may transmit that and other information to a third party service provider acting on behalf of Noonlight who will contact an Emergency Responder. By using this feature, you expressly consent to allow Noonlight or the Service to contact you by push notification, text message, or phone call. You understand that this feature may not detect all crashes or be able to communicate with a call center in the event of a crash. THIS FEATURE IS NOT A REPLACEMENT FOR 911. In the event of a serious crash, or one that involves injury, always dial 911 immediately.

8. Payment

Pricing and Payment Terms
If you elect to use features of the Service that have charges or subscriptions (“Subscription”) you agree to the applicable pricing and payment terms. Noonlight may add new features for additional fees and charges, or amend fees and charges for existing features, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.

All Subscription fees, including any applicable taxes and transaction fees, are in U.S. Dollars and payable in advance. Noonlight is not responsible for any charges or expenses you incur resulting from charges billed by Noonlight in accordance with this Agreement. By providing a credit card number or other payment method with advance authorization features (such as in-app payments from third parties like Apple or Google), you authorize Noonlight to continue charging the payment method for all charges due to Noonlight until your Account is settled and your Subscription is terminated by either you or Noonlight. Noonlight reserves the right to limit the number of Accounts that may be charged to a credit card or other payment or identification method per unique User.

Prices for Subscriptions may change from time to time, in Noonlight’s sole discretion. Noonlight will provide you with notice of any change that increases your cost either through the Service or in an email to you at least thirty (30) days before the change is to take effect. Your continued use of the Subscription after any price change becomes effective constitutes your agreement to pay the changed amount. If you do not agree to the new prices, please see the support section of Noonlight.com to cancel your Subscription. You (and not Noonlight) are responsible for any charges or fees payable to third parties in connection with the Service, such as ambulances, municipal alarm charges, or Emergency Responders.

Trial Period
After initial registration of certain Subscriptions, you may be given an initial trial period beginning with your first login to your Account or use of the Service. You may cancel your Account at any time during the trial. If you wish to change your Account type, you may do so at any time (either before or after the trial period). You are limited to one trial per person (i.e. credit card or other unique payment or identification method) for any 12-month period. If you do not cancel your Account during the trial, you will be charged based on the Account type you selected during registration. To cancel a Subscription please see the support section of Noonlight.com. Free trial eligibility is determined by Noonlight at its sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your Account on hold in the event that we determine that you are not eligible.

No Refunds
You may cancel your Account at any time; however, payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, your Subscription will be valid until your paid period is complete.

9. Ownership and Proprietary Rights

Except for User Content (defined above), all data, text, images, logos, software, content, and other information and content available on or through the Service (“Noonlight Material”), is the property of Noonlight.  The Noonlight Material is protected by copyright, trademark, and/or other intellectual property laws and you acknowledge and agree that we retain all right, title, and interest in and to the Noonlight Material. Except as expressly stated in this Agreement, you may not sell, transfer, alter, reproduce, distribute, republish, download, display, post, or transmit any Noonlight Material, in whole or in part, by any means.

You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding the Service (“Feedback”) will be the sole and exclusive property of Noonlight and you hereby irrevocably assign to us all of your right, title, and interest in and to all Feedback. Any data that we generate from your usage of the Service will be owned by Noonlight and handled subject to the terms of our Privacy Policy, as applicable.

10. Disclaimer

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, ACCURACY, TIMELINESS, QUALITY, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NOONLIGHT OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, NOONLIGHT, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT: (I) THE SERVICE OR RESULTS THAT ARE OBTAINED FROM USE OF THE SERVICE (E.G., DATA, INFORMATION, LOCATION, CRASH DETECTION OR REPORTING, EMERGENCY ASSISTANCE, ETC.) WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR CORRECT; (II) THE SERVICE OR RESULTS THAT ARE OBTAINED FROM USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (III) THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, TIMELY, UNINTERRUPTED, OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V)THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

NOONLIGHT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND NOONLIGHT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

If you live in a state that do not allow for the disclaimer of certain warranties, the disclaimers above may not apply to you.

11. Indemnity

You agree to defend, indemnify, and hold Noonlight and its officers, directors, employees, agents, and affiliates (the “Noonlight Entities”) harmless from any and all third-party claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), arising out of or relating to: (i) your access to or use of the Service; (ii) your violation of any portion of this Agreement or any applicable law, rule, or regulation; or (iii) your violation of any third-party right.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE NOONLIGHT ENTITIES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF NOONLIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.  NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF THE NOONLIGHT ENTITIES AND ITS LICENSORS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY, ASSOCIATED WITH ANY CLAIM ARISING OUT OF OR RELATING TO USE OF OR ACCESS TO THE SERVICE FOR ANY REASON WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).  IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW FOR THE EXCLUSION OF CERTAIN TYPES OF DAMAGES, THEN SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES.

13. Alerts and Notifications
By entering into this Agreement or using the Service, you agree to receive communications from us, including e-mails, text messages, alerts, and other electronic communications. Standard message and data rates apply to all messages sent to or received from us. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.

14. Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time such informal dispute resolution is pursued, then either party may initiate binding arbitration. Except as expressly set forth herein, any dispute, claim, or controversy (each, a “Claim”) arising out of or relating to this Agreement will be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with the provisions of its Commercial Consumer Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to any Claim that all or any part of this Agreement is void or voidable. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The procedures and rules of the Federal Arbitration Act, 9 U.S.C. § 1, et seq. shall exclusively govern the interpretation and enforcement of any arbitration. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.

You and Noonlight each acknowledge and agree to waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Noonlight each retain the right to bring an individual action in small claims court or the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyright, trademark, trade secret, patent, or other intellectual property right. If any court or arbitrator determines that the foregoing class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

In addition to the severability provisions set forth above, in the event that any portion of this arbitration provision is deemed illegal or unenforceable, such provision shall be severed and the remainder of this section shall be given full force and effect. Any Claim or cause of action you may have arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

15.  General

Except as provided in Section 12 above, this Agreement is governed by the laws of the State of Missouri, without regard to conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within St. Louis County, Missouri for the purpose of litigating any dispute. You may not assign or transfer this Agreement or your rights herein, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice or consent. If any portion of this Agreement is held invalid, you agree that such invalidity will not affect the validity of the remaining portions of this Agreement. No waiver by Noonlight of any breach or default of this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement represents the complete agreement between Noonlight and you regarding the subject matter set forth herein and supersedes all prior agreements and representations between Noonlight and you.

16.  Contact

Please contact us with any questions regarding this Agreement at legal@noonlight.com.