These Terms of Service (“Terms”) are a binding agreement between you and Qroodles LLC, a New Jersey limited liability company (“Qroodles,” “we,” “us,” or “our”).
PLEASE READ SECTION 17 CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT WITHIN 30 DAYS AS DESCRIBED IN SECTION 17.6.
1. Acceptance
By creating an account, scanning a Qroodles QR code, downloading or using our mobile application, or otherwise accessing the Qroodles platform (collectively, the “Service”), you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.
2. Eligibility
You must be at least 13 years old to use the Service. If you are between 13 and 18 (or the age of majority where you live), you may use the Service only with the involvement and consent of a parent or legal guardian, who agrees to be bound by these Terms on your behalf. We do not knowingly collect personal information from children under 13. If we learn that we have, we will delete it.
3. Definitions
- “Advertiser” — a business that purchases advertising or promotional placement through the Service.
- “Host” — a business that permits a Qroodleplayer to be placed on its premises.
- “Qroodleplayer” — a Qroodles-owned digital display device located at a Host.
- “Offer” — a coupon, discount, promotion, or other offer made available through the Service by an Advertiser.
- “Redemption” — the presentation and acceptance of an Offer at the issuing Advertiser's place of business.
- “Scan” — your use of a device camera to read a QR code displayed on a Qroodleplayer or elsewhere in the Service.
4. What the Service Is — and What It Is Not
Qroodles operates a hyperlocal digital advertising and redemption network. We display Offers created by Advertisers on Qroodleplayers located at Host businesses, and we provide software that lets you view, save, and redeem those Offers.
Qroodles is an intermediary. We are not the seller of any product or service promoted through the Service. Offers are created, funded, and honored by Advertisers. Qroodles does not:
- set the terms, price, availability, or expiration of any Offer;
- guarantee that any Advertiser will honor any Offer;
- verify the accuracy of Advertiser-supplied content;
- own, operate, staff, or control any Host or Advertiser premises; or
- supply, sell, or warrant any goods or services you purchase from an Advertiser.
Your transaction for goods or services is with the Advertiser, not with Qroodles. Disputes about product quality, pricing, service, or refusal to honor an Offer are between you and that business. We will make reasonable efforts to assist, but we are not a party to that transaction and accept no liability for it.
5. Accounts
Certain features require an account. You agree to provide accurate information, keep it current, and maintain the confidentiality of your credentials. You are responsible for all activity under your account. Notify us promptly at security@qroodles.com of any unauthorized use. You may not share, sell, or transfer your account.
6. Offers and Redemption
- Offers have no cash value and are not redeemable for cash, except where required by law.
- Offers are subject to the terms, limits, and expiration dates stated with them, and to availability at the Advertiser.
- Offers are for personal, non-commercial use, are limited to one Redemption per person per Offer unless stated otherwise, and may not be resold, transferred, aggregated, or combined with other offers unless expressly permitted.
- We may limit the number of Offers you may save or redeem in a given period.
- An Offer may become unavailable at any time, including after you save it, if the Advertiser withdraws it, its budget is exhausted, or it expires.
- We may void any Redemption obtained through fraud, error, automation, duplicate accounts, manipulation of location or device data, or violation of these Terms.
7. Location, Camera, and Device Permissions
Some features require access to your device's camera (to Scan QR codes) and approximate location (to show nearby Offers and to attribute a Scan to a Qroodleplayer). You control these permissions in your device settings and may withdraw them at any time; some features will not work if you do. How we collect, use, and retain this data is described in our Privacy Policy.
You may not falsify, spoof, or manipulate location or device data to obtain Offers.
8. Communications
By creating an account, you agree to receive service-related communications from us by email and in-app notification. You may opt out of promotional messages at any time; you cannot opt out of transactional messages such as account, security, or Redemption notices.
Text messages. If you separately provide your mobile number and consent, you agree to receive recurring automated text messages from Qroodles at that number. Consent is not a condition of purchase. Message and data rates may apply. Reply STOP to cancel or HELP for help.
Staff messaging program. Qroodles LLC sends staff seat invitations and account notifications to authorized staff of participating host and advertiser businesses who opt in at business.qroodles.com. Message frequency varies; you may receive up to 5 messages per month. Message and data rates may apply. Consent is not a condition of employment or of using the Qroodles portal. For help, reply HELP or email support@qroodles.com. To stop receiving messages, reply STOP.
9. Acceptable Use
You agree not to:
- use the Service for any unlawful purpose or in violation of these Terms;
- submit false, misleading, defamatory, obscene, or infringing content;
- harass, threaten, or abuse other users, Hosts, Advertisers, or our staff;
- create multiple or automated accounts, or use bots, scrapers, or automated means to access the Service;
- circumvent, disable, or interfere with security, rate-limiting, attribution, or abuse-prevention features;
- tamper with, damage, move, obstruct, deface, or attempt to access the internals of any Qroodleplayer;
- reverse engineer, decompile, or attempt to derive the source code of the Service, except where that restriction is prohibited by law;
- resell, sublicense, or commercially exploit the Service or any Offer; or
- use the Service to compete with Qroodles or to build a similar product.
10. Suspension and Termination
We may suspend or terminate your account or access to the Service at any time, with or without notice, if we reasonably believe you have violated these Terms, engaged in fraudulent Redemption activity, or created risk or legal exposure for us, a Host, or an Advertiser. You may stop using the Service and delete your account at any time. Sections 4, 11, 12, 14, 15, 16, 17, and 19 survive termination.
11. Your Content and Feedback
You retain ownership of content you submit (“User Content”). You grant Qroodles a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, display, and distribute your User Content in connection with operating and promoting the Service. You represent that you have the rights necessary to grant this license.
If you send us suggestions, ideas, or feedback, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use them for any purpose without obligation or compensation to you.
12. Intellectual Property
The Service, including its software, design, text, graphics, and the marks QROODLES, QROODLETAG, and QROODLEPLAYER, is owned by Qroodles LLC or its licensors and is protected by U.S. and international intellectual property laws, including U.S. Patent Nos. 9,584,863 and 10,455,290. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to use the Service for your personal, non-commercial purposes. All rights not expressly granted are reserved. Advertiser and Host names and logos are the property of their respective owners.
13. Third Parties and Host Premises
The Service may link to or interoperate with third-party websites, applications, and services that we do not control and are not responsible for. Qroodleplayers are located at independently owned and operated Host businesses. Qroodles does not control those premises and is not responsible for conditions there, for the conduct of Hosts, Advertisers, or their personnel, or for any injury, loss, or damage arising from your visit to any business.
14. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT ANY OFFER WILL BE AVAILABLE OR HONORED, OR THAT ANY CONTENT IS ACCURATE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, QROODLES AND ITS MEMBERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO QROODLES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW.
16. Indemnification
You agree to indemnify, defend, and hold harmless Qroodles LLC and its members, officers, employees, and agents from any claim, demand, loss, liability, or expense (including reasonable attorneys' fees) arising out of your use of the Service, your User Content, your violation of these Terms or applicable law, or your interactions with any Advertiser or Host.
17. Dispute Resolution and Arbitration
17.1 Informal resolution first. Before filing any claim, you agree to contact us at legal@qroodles.com with a written description of the dispute and to work with us in good faith for at least 60 days to resolve it.
17.2 Binding arbitration. If we cannot resolve the dispute informally, any claim arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by [the American Arbitration Association under its Consumer Arbitration Rules], rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
17.3 Class-action waiver. YOU AND QROODLES AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of representative proceeding.
17.4 Jury trial waiver. YOU AND QROODLES WAIVE ANY RIGHT TO A JURY TRIAL.
17.5 Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect intellectual property or confidential information.
17.6 Your right to opt out. You may opt out of this Section by sending written notice to legal@qroodles.com within 30 days of first accepting these Terms, stating your name, the email on your account, and that you opt out of arbitration. Opting out does not affect any other part of these Terms.
17.7 Location and costs. Arbitration will be conducted in Somerset County, New Jersey, or remotely at your election. Filing and arbitration fees will be allocated under the administrator's consumer rules.
18. Changes to These Terms
We may update these Terms. If a change is material, we will give reasonable advance notice by email or in-app notice and will update the Effective Date above. Changes take effect on the stated date and apply prospectively. If you do not agree to a change, stop using the Service and delete your account before the effective date. We will maintain prior versions at qroodles.com/terms/archive.
19. Governing Law and Venue
These Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-laws rules. For any dispute not subject to arbitration, you and Qroodles consent to the exclusive jurisdiction of the state and federal courts located in Somerset County, New Jersey.
20. Apple App Store
The following applies to the Qroodles iOS application obtained from the Apple App Store. These Terms are between you and Qroodles only, not with Apple, and Qroodles alone is responsible for the application and its content. Apple has no obligation to provide maintenance or support. If the application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price, if any; to the maximum extent permitted by law, Apple has no other warranty obligation. Qroodles, not Apple, is responsible for addressing any claim relating to the application, including product-liability, legal-compliance, and consumer-protection claims, and any third-party claim that the application infringes intellectual property rights. You represent that you are not located in a country subject to a U.S. Government embargo or designated as terrorist-supporting, and that you are not on any U.S. Government restricted-party list. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.
21. Copyright Complaints
We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Send notices to our designated agent at dmca@qroodles.com or the address above. Our full policy, including counter-notice procedures and our repeat-infringer policy, is at qroodles.com/dmca.
22. General
Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and Qroodles regarding the Service.
Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder stays in effect.
No waiver. Our failure to enforce a provision is not a waiver of it.
Assignment. You may not assign these Terms. We may assign them, in whole or in part, in connection with a merger, acquisition, reorganization, or sale of assets.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
Notices. We may give notice by email to your account address or by posting in the Service. Notices to us go to legal@qroodles.com and to the address above.
Relationship. Nothing here creates a partnership, joint venture, employment, or agency relationship between you and Qroodles.
23. Contact
Qroodles LLC
971 US Highway 202N, Suite 7220
Branchburg, NJ 08876
Phone: (973) 654-9168
Email: legal@qroodles.com