These terms set out what you can expect from our service, & what we expect from you.

We offer different service plans, as detailed when you place your order. For the purposes of these terms we refer to them collectively as ‘our service.’ There are two main parts of our service - testing (including results) and membership. 

1. Testing:

• We send you a test kit, which you use to collect biological samples (at the moment blood and poop) and then send them to our laboratory for testing using prepaid packaging we provide.

• We provide access to our app to allow you to record information about your diet and health during the testing period. We also provide some specially formulated cookies which you will need to eat as part of the test.

• Within about 4-6 weeks of receiving your samples, we will supply you with personalized insights about you (your results).

• Some service packages also include further gut health retests to enable you to see how you are progressing. 

2. Membership: 

• You will continue to have access to our app, which will, among other features:

  • Give you access to nutritional information for different foods and recipes.

  • Allow you to continue logging your diet and health to enable you to sustain progress against your nutrition-related objectives.

  • Allow you to join our member Communities.

• You will have access, using chat, to our coaching team who will answer questions about diet and nutrition, but note that they do not provide medical advice.

You will be required to create an account using our website or app and will be asked to complete an initial questionnaire to start the collection of information about your diet and health. We refer to any information of that kind that you may input as “Self-Reported Health Information”.

How ordering works

You place an order for our service through our website. When you order our service, you will be given a number of alternatives including how frequently your membership will automatically renew (e.g. 4-months or 12-months) and the frequency with which you will be making payments.

We reserve the right to accept or reject orders for any reason, including because you do not meet our eligibility criteria. The price of our service is that indicated when you made your purchase. Later on, we may change the price for subsequent automatic renewals by giving you advance notice. See the fees and charges section for information about price increases. 

If we accept your order, we will send you an acceptance email, at which point a contract will exist between us under the terms set out on this page.

In order to use our service, you must meet the following eligibility criteria:

• You are at least 18 years of age (19 years if you live in Alabama or Nebraska).

• You are not pregnant.

• You have not had a heart attack (myocardial infarction), stroke/transient ischemic attack, or major surgery in the last two months.

• You have a body mass index (BMI) of at least 16.5 kg/m2.

• Your shipping address is in the United States other than New York, where state regulations prevent us from supplying our service.

• You can safely eat a gluten-free and vegan meal. (Meals may contain traces of these and other allergens, as they are prepared in a kitchen handling other ingredients).

• If you are being treated for chronic medical conditions (such as eating disorders or type 1 diabetes or type 2 diabetes), you have checked with your treating physician that this product is safe for you.

You may not use our service unless you meet these eligibility criteria.

Please also note that our service is not designed to support people suffering with eating disorders.

ZOE charges for testing and membership separately, even where the two are sold together. 

There is a fixed fee for testing which will be set out when you purchase. It is typically a one-off payment made when you place your order.

Payments for membership are by subscription. Fees, payment dates and payment intervals are set out when you purchase but payments are typically monthly.

Sometimes, we offer alternative subscription and payment models, but the terms of those would be made clear to you when you place your order. 

In the interests of transparency, we pay third party laboratories for the tests we have carried out. The latest information on that is in our FAQs.

Your membership will start on the date set out when you place your order. Your membership will continue indefinitely, and so will automatically renew unless and until you or we cancel it. See the Cancellation Policy below on how to cancel. Automatic renewals will be for the same period you originally committed to (e.g. 4 or 12 months).

We will give you notice before each automatic renewal. Your chosen payment method will continue to be charged in the same way and at the same price, unless we have increased the membership price by giving you prior notice of the increase.

The test kit will include instructions on how to collect and ship your samples. At the moment, our tests consist of:

• Response to blood fats (which involves taking a small blood sample at home).

• Composition of your gut microbiome (using DNA extraction and sequencing techniques to identify living organisms in your poop sample).

• If you have chosen to participate in the PREDICT 3 study, your response to blood sugar will be evaluated using a glucose monitor.

In order to ensure that we receive the highest-quality test data, you must:

• Use the test kit and collect the samples in accordance with the instructions provided with the kit.

• Follow good hygiene practices when collecting the samples.

• Send your samples for testing within the timeframes we have indicated — if you delay too long, the test may become useless.

• Consume the test meal provided in the test kit in accordance with ZOE’s instructions.

You must not:

• Use any part of the test kit, including perishable foods, which is past its indicated expiry date

• Provide samples on behalf of anyone else

Results consist of a set of personalized “insights.” Insights are derived from analysis of the samples combined with the information you have reported about yourself using the app. 

Insights are intended to help you make personalized nutritional and lifestyle choices. You may choose to follow these recommendations as little or as much as you wish, or you may choose not to follow these recommendations at all.  Nothing contained in the results should be construed as medical advice or diagnosis of any disease, nor do the results identify intolerances or allergies.

We aim to provide the results to you within around 4-6 weeks of receiving your samples, but there may be unexpected delays. While we will take all reasonable steps to try to meet this time limit, we cannot promise to do so.

If you have not followed the instructions for sample collection, a test may fail. There are other, rarer circumstances in which a test may fail even for correctly collected samples. We may deal with that by asking you supplementary questions to help us interpolate a test result or send you a replacement test kit if possible.

Biological samples are processed on ZOE’s behalf in an irreversible manner and cannot be returned to you once sent to and processed by the laboratories.

Rights in results

You hereby transfer and assign to ZOE and its assigns and successors all right, title, and interest in and to information derived from any samples you send for our analysis and any additional information we obtain from you through your use of our service. We will use this information only in accordance with our Privacy Policy and any consents you have given, but otherwise we may use it for any purpose we choose.

We may collect payments from you directly or we may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your ZOE Account (your “Billing Account”). At present we use Stripe as our Payment Processor. 

The processing of payments by a Payment Processor will be subject to the terms, conditions and privacy policies of such Payment Processor, in addition to these Terms. We are not responsible for any errors by the Payment Processor. You authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that we or the Payment Processor make even if we or the Payment Processor have already requested or received payment.

1. Payment method: The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand. 

2. Up-to-date information: You must provide current, complete and accurate information for your Billing Account when you order our service. You represent and warrant that you are authorized to use such a credit card or payment method. You must promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our Payment Processor if your payment method is cancelled or if you become aware of a potential breach of security. If you would like us to change such information, please contact us through chat or email. If you fail to provide any such information, you agree that we may continue charging you for any unpaid fees under your Billing Account. You agree that we may pass your credit card information and related information about and identify you to our designated service providers for their use in charging you for our service ordered by you. All charges are inclusive of VAT.
   

Test kits

All test kit sales are therefore final and may not be cancelled unless your order has not yet been prepared. Preparation typically occurs within 24-48 hours after order completion, although it may happen sooner. Except where you cancel your order before we have prepared it, we are under no obligation to refund your fees. 

However, we will consider requests for returns or refunds after the test kit has been prepared, and may, at our discretion, offer you a full or partial refund. We would normally only offer a full refund before the test kit was shipped to you; otherwise we would at the very least charge you for the cost of shipping.

If a test kit or any of its contents necessary for testing is damaged or defective when you received it, ZOE will, on request, ship a replacement test kit or the damaged item free of charge provided that you have not already submitted samples using the original test kit; the test kit has not expired and subject to the availability of a replacement test kit (or item), unless the damage or defect was your fault (for example, because you gave an incorrect address). If we do not have a replacement test kit (or item) to ship to you when we would otherwise send you a replacement, we will instead refund your fees. 

Membership

You may cancel the automatic renewal of your membership subscription at any time. So you will still be charged for the rest of that subscription period, and may continue to use our service during that period.

In exceptional circumstances, for example if you submit an order but are then told by your physician that you should not participate, ZOE may, in its absolute discretion, refund some or all of the fees you have paid. 

How to cancel

To cancel your test kit order or the automatic renewal of your subscription you can either use the Membership section in the app or email us at hello@joinzoe.com. 

To access the Membership section, in the menu, tap on ‘Settings’ > 'Account settings' > 'Membership'. See our FAQs for further instructions on how to cancel via the app.

Free Access

Access to the ZOE app is only offered during your membership. However, while it is developing its services, ZOE may permit you to continue to use the app or maintain your account after your membership expires. If ZOE does so, it does so without any commitment to you and it may terminate your access at any time.

You understand that you will not receive any compensation by way or cash, equity, or other current or future financial benefit or reward from ZOE as a result of having your samples, information we obtain from you as part of our service or any data related thereto or derived therefrom analyzed, processed, made the subject of research and development, or included in information that is shared with research partners, including commercial partners. 

You understand that by providing any sample, having your sample processed, accessing your sample, or providing any other information to ZOE, or providing ZOE access to any other information, you acquire no rights in or to any research or commercial products that may be developed by ZOE or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that use, include or result from samples or any other information you provide to ZOE.

By accessing and using our service, you agree to, acknowledge, and represent as follows:

You are eighteen (18) years of age or older (or at least 19 years of age if you live in Alabama or Nebraska) with capacity to enter into binding contracts.

Your shipping address is in the continental United States other than in the State of New York.

As far as you are aware, you are eligible (see Eligibility above) to use our service.

Any sample that you provide to ZOE (or any of its Affiliates or any laboratories designated by ZOE or any of its Affiliates) is yours.

You take responsibility for all possible consequences resulting from your sharing with others access to your test results and Self-reported Health Information.

You understand that by providing any sample, self-reported health information, and having them processed, you acquire no ownership or licensing rights in any research or commercial products that may be developed by ZOE, its Affiliates or its collaborating partners. You specifically understand that you will not receive any current or future compensation for any research or commercial products that include or result from use of your Samples, Self-reported Health Information, and test results.

You have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations. In case of breach of any one of these representations, ZOE has the right to suspend or terminate your Account and refuse any and all current or future services.

You will not use the service to violate any third party’s rights or applicable laws.

You will abide by ZOE Communities’ guidelines, including that content you post will not violate these Terms or applicable law.

You have the right to post any content you post to the service (including ZOE Communities), and any content you post will not use any third party’s intellectual property  without permission.

Possible Risks

Please be aware of the potential risks associated with using our service. These include:

• You may feel discomfort or unwell when collecting sample(s).

• When collecting blood samples, most people will feel some discomfort from the device used to collect blood from your arm but some may feel pain. The blood collection may also cause you to bleed; this will likely be minor and should stop with pressure. There is also a chance that you may faint or feel light-headed. In rare circumstances, the puncture site could become infected.

• You may receive nutrition suggestions (including recipes) indicating foods or supplements to which you are allergic or sensitive. If you have a known or suspected allergy or sensitivity, you should not follow those suggestions.

• Descriptions of the service may not always be 100% accurate.

• A specific health or medical condition(s) you may have may not get better or may get worse and you may develop new conditions.

• Some survey questions may make you or your family members uncomfortable.

• You may learn information about yourself that prompts you to follow up with a healthcare professional. We cannot be responsible for what happens after that.

• You may find out information about yourself that will cause you to worry or become anxious or otherwise have strong emotions.

No Doctor-Patient relationship and not medical advice

The results provided by ZOE are for informational purposes only. ZOE is not a medical professional, and ZOE does not provide medical services or render medical advice or opinion. 

The test results, together with any insights, recommendations, or other information you may receive or otherwise learn from using our service are not designed to independently diagnose, prevent, or treat any condition or disease or to ascertain the state of your health or treatment thereof in the absence of specific medical advice and clinical diagnosis.

Accordingly, nothing contained in the results should be construed as such advice or diagnosis. The information and reports generated by ZOE should not be interpreted as a substitute for consultation with a qualified physician, and the information made available on or through our service should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. 

Even where information supplied through our service might point to a possible diagnosis or treatment, you should always confirm them by seeking specific medical and clinical testing results. You acknowledge that ZOE urges you to seek the advice of your physician or other health care provider if you have questions or concerns arising from your results.

It should go without saying that there will not be a doctor-patient relationship between you and ZOE. Use of our service is not for medical emergencies. If you think you have a medical emergency, call 911. 

If you are being treated for an illness, are pregnant, have any food-related allergies, taking prescription medication or following a therapeutic diet to treat a disease, you should consult your physician before using the ZOE service. If any information you receive or obtain from using our service is inconsistent with the medical advice from your physician, you should follow the advice of your physician.

Coaching and Support Team

As part of our service, you may interact with our Coaching and Support team. They will assist you in completing the tests appropriately, help you understand the Results, and optionally assist you in optimizing your nutrition-related objectives.

What they cannot do is provide medical, mental health or any other type of health service. The team does not conduct psychotherapy or mental health counseling. No diagnosis or treatment of, or advice regarding, any medical or mental health condition or illness will be offered. They are no substitute for, and are not an alternative to, medical, psychiatric, psychological, psychotherapy or other healthcare diagnosis and treatment when a medical or mental health condition or illness is present. You are advised to seek diagnosis, treatment and advice regarding medical or mental conditions or illnesses from physicians practicing medicine, psychotherapists, psychologists and other licensed healthcare and mental health professionals.

Coaching is designed to provide members with education, information and individual support regarding nutrition-related issues, lifestyle and objectives. ZOE’s Coaching and  Support team may provide general information about issues related to nutrition and support members in achieving, maintaining and optimizing nutrition-related objectives.

ZOE’s Coaching and Support Team is not allowed to engage in rendering any type of psychological or healthcare advice for any individual or their particular situation. Under no circumstances will any of your interactions with any ZOE Coaching and Support Team member in your use of our service be deemed or construed to create a physician-patient relationship or a fiduciary duty of any kind whatsoever. 

Food Database Disclaimer

As part of our service, ZOE maintains a food database that contains nutritional information. This information is derived from a number of sources — some of them more reliable than others — but all of them outside our control. We therefore cannot guarantee the accuracy of any information in the food database.

We have attempted to give the information a score, representing our estimate of its reliability. We explain how this works in detail on a separate page. This represents our best guess as to the reliability of the information. We do not guarantee it will be right, and you should approach all such information with proper caution.

ZOE Communities Disclaimer

The ZOE Communities features of the app allow you to interact with other members and coaches in discussion groups. ZOE’s coaches present in these groups are not medical professionals and so cannot give medical advice. 

Since we do not control what other members may say, we are not responsible for the accuracy of anything that other members may tell you. If you hear anything in a discussion relevant to your health or a health condition you may have you should check with a health professional (doctor, nurse or pharmacist) before taking action on it. Any advice given by a ZOE member is no substitute for, and is not an alternative to, medical, psychiatric, psychological, psychotherapy or other healthcare diagnosis and treatment.

If you participate in ZOE Communities, you must follow any guidelines we give for participation. You must not give medical advice to other members in these groups.

In order to use our app — which is essential for obtaining results and for enjoying membership — you will need to create a ZOE account. Only you are permitted to use the account and you must not share your password with anyone else unless because of a disability or ill health you need someone else to access your account on your behalf. 

You are responsible for any use made of your account.

You are also responsible for ensuring that the email address associated with your account is valid and capable of receiving email. We are entitled to assume that any email successfully sent to your email address has been received by you. 

When you create a ZOE account, you are required to provide certain information about yourself (e.g. name, email address, mailing address, password, and payment information) (collectively, “Customer Information”). You must provide accurate and complete Customer Information and update such information from time to time using your account as necessary to keep your Customer Information current and accurate. You are responsible for maintaining the confidentiality of your Customer Information and password and for restricting access to such information and to your computer or other electronic devices. All activities that occur under your account or password will be your responsibility.

You agree to immediately notify ZOE of any unauthorized use of your password or Account or any other breach of security. You agree that ZOE will not be liable for any loss or damage arising from your failure to comply with this section.

At registration and at various stages of using our service, you will be prompted to accept these terms, indicating your affirmative acceptance of them.

Our research

With your consent — which you will be offered at the time of signing up and which you may change at any time — ZOE conducts research into nutrition, health and wellness. For more information about the way in which ZOE uses data for research, please see our Privacy Policy. 

Research studies

Based on the information you have provided us, if we identify you as a potential participant in research studies carried out either by ZOE, or by independent third parties, we may invite you to participate. Whether you participate in a research study is entirely up to you and will not affect your membership. Each study will be different and you will be given complete information about it if you are invited to participate.

We arrange for laboratories to perform certain tests on samples on your behalf (see the Fees & Charges section for how much we pay). These laboratories may use physicians to sign off on authorization on behalf of customers to conduct tests in certain jurisdictions that restrict the sale of direct-to-consumer lab tests without physician authorization.

For the purposes of United States law, by accepting these Terms, you:

• Authorize us to share your personal data (including Customer Information, Sample data, test data, Test Data, Self-reported Health Information, and any medical information) with these laboratories and their physicians for the purpose of providing you our service.

• Hereby authorize us to sign any documentation on your behalf to enable such services to be delivered.

You further agree as follows:

“I hereby authorize ZOE, to use and disclose health information about me in the manner and for the purposes described above with the physicians that laboratories arranged by ZOE use for such authorizations. This authorization applies to the use and disclosure of the following information about me: all information in requests submitted by me or about me with my consent and the laboratory test values/results/information which are the result of the submitted requests. For avoidance of doubt, I specifically authorize the transfer and release of my information to, between and among myself and the physicians used by (a) ZOE US, Inc. and its affiliates and successors, their staff and agents; (b) laboratories, their staff and agents if applicable, as arranged by ZOE on behalf of customers; and (c) certain providers for the purposes herein, and as required or permitted by law. This authorization evidences my informed consent to allow release of my information to the physicians used by ZOE for the purpose stated above.”

“I have the right to revoke this authorization in writing submitted to ZOE at any time, for future use of my information. I understand that the revocation will not apply to any information already disclosed by and to the parties referenced in this authorization who have acted in reliance upon this authorization. Any revocation of such authorization will mean that you can no longer use the ZOE Service.”

To revoke this authorization, I agree to submit my written revocation by email to ZOE at hello@joinzoe.com.

Nothing in the preceding acceptance affects your rights under the UK GDPR. Please see our Privacy Policy, which explains that we process all information about you relating to your health with your consent, which you agreed to when signing up to participate, and that we may not continue to process it if you withdraw consent, which you may do at any time.

As a condition for using any of our service, website, mobile applications and any other tools, applications, technical products, features, software, experiences, or documentation, you must use them only for your personal use and you must not:

1. Re-sell them, any part of them, or any goods we have supplied you with;

2. Distribute, publicly display or perform any part of them;

3. Copy, modify or create derivative works of any part of them;

4. Use automated or similar means to download data from them, including without limitation crawlers, spiders, robots, or data mining tools. In no event shall any robots.txt file or other such protocol be construed as granting written permission to engage in conduct prohibited by these terms or as granting a license;

5. Download or copy (other than as part of the usual browsing of the web, including through page caching and the use of assistive technologies) any part of them, except as expressly permitted by ZOE;

6. Attempt to gain unauthorized access to ZOE’s servers or computer systems or to engage in any activity that disrupts, damages, disables, diminishes the quality of, interferes with the performance of, or impairs the functionality of, any part of the service our website, mobile applications or other services;

7. Collect or harvest from them any personal information including, but not limited to, company and individual names, domain names or account names;

8. Use any part of them for unauthorized commercial solicitation purposes;

9. Use of any part of them as a destination linked from any unsolicited bulk messages or unsolicited commercial messages;

10. Impersonate anyone, falsify your identity, or misrepresent your affiliation with any person or entity;

11. Use them where not permitted to do so;

12. Modify or disguise the origin of any content transmitted through theme in a manner that leads to consumer confusion;

13. Use any content in them, or any promotional materials for them, for unauthorized advertising, or in connection with any offer to sell or buy any goods or service except as permitted by law;

14. Use any trade mark, trade name or other branding material or key word associated with ZOE and the service in online media that amounts to false association and/or cause consumer confusion;

15. Engage in "framing," "mirroring," or otherwise simulating the appearance or function of ZOE or our service;

16. Upload or transmit any content that you do not have a legal right to transmit (such as proprietary and confidential information, private information about other people without their permission, or content that infringes intellectual property rights of a third party);

17. Violate these terms, any code of conduct or other guidelines which may be applicable for a particular area of the service or have been provided or shared with you in connection with the service;

18. Use them other than for their intended purpose; or

19. Violate any local, state, national, or international law, or any regulations having the force of law.
    

We may terminate our agreement with you without notice if:

• You breach any of these terms; or

• We believe we are required to do so by law.

We may also terminate our agreement with you if during the course of your membership you present complex nutritional, medical and/or psychological needs that our Coaching team considers it appropriately cannot support. We will inform you if we do this. 

If we terminate our agreement with you for any reason that is not your fault, we will repay you pro rata for any period of your membership and gut health retesting that is left unused.

We may also terminate our agreement with you at the end of any period of your membership by giving you at least 30 days’ advance notice.

Any termination of our agreement with you:

• Ends all rights and licenses granted to you under these terms, including entitlement to the service, your account and access to the ZOE app; or

• Does not affect any obligations under these Terms that accrued prior to termination or any terms which by their nature should survive termination including, without limitation, terms related to intellectual property ownership and restrictions, disclaimers, the user content License,  governing law and jurisdiction.

After termination, ZOE reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of our service and also to delete any information associated with your account.  Please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using our service.

Some features of our service may include functionality enabling you to submit or post material to be viewed by other users of our service, whether publicly posted or privately transmitted, such as profiles, posts, emails, feedback, experiences, suggestions, notes, messages, food data, photos, and videos – all of which we refer to as “user content”. You are solely responsible for all user content.

ZOE, at its sole discretion, has the right (but not the obligation) to screen, reject, retain, or remove any user content, or any part of it. This could include redaction of that content. ZOE also reserves the right to disclose any user content as necessary to satisfy any applicable law, regulation, legal process or governmental request. ZOE has no obligation to preserve user content and may, for example, delete all existing user content. If you wish to preserve user content, you should ensure that you make your own copy of it.

In using our service, you agree not to post any user content that

1. is false, deceptive, deceitful, misleading, unauthorized, unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, harmful to minors, fraudulent or otherwise objectionable;

2. would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

3. constitutes medical advice or guidance; 

4. may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

5. impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

6. contains private or confidential information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

7. contains viruses, spyware, malware, corrupted data or other harmful, disruptive or destructive files;

8. may expose ZOE to any harm or liability of any type; 

9. harasses, degrades, intimidates or is hateful toward an individual or group of individuals for any reason and especially on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; or

10. disrupts, damages, disables, diminishes the quality of, interferes with the performance of, or impairs the functionality of, any part of our service.

By contributing user content, you grant ZOE and its affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, freely transferable and sub-licensable (through multiple tiers) non-exclusive right to use, reproduce, modify, transmit, translate, publish, publicly perform, display, distribute, commercialize, share with third parties, transmit or distribute over public network and media, and create derivative works of such user content in order to exercise any right or carry out any obligation under these Terms, or for any other purpose in connection to the provision, promotion or development of our services.

You represent and warrant that:

1. you own and control all of the rights to the user content that you post or you otherwise have the right to post such user content and to grant the rights granted in these Terms;

2. the user content is accurate and not misleading;

3. distribution of the user content you supply in accordance with your direction does not violate these terms; and will not violate any rights of or cause injury to any person or entity. You hereby waive any moral rights you may have in such user content under the laws of any jurisdiction.

Zero tolerance to harassment

ZOE reserves the right to immediately terminate our agreement with you and stop access to your account if you harass, intimidate or otherwise behave inappropriately toward any member of our staff or members of our service or anyone else you come into contact with through using our services.

Trademarks

All ZOE trademarks, service marks, trade names, logos, domain names, and any other features of the ZOE brand are the sole property of ZOE, ZOE’s Affiliates, or ZOE’s licensors. These Terms do not grant you any rights to use any ZOE trademarks or brand features whether for commercial or non-commercial use. Unless you have specifically agreed otherwise in writing with ZOE, nothing in these Terms gives you a right to use any ZOE marks and you agree not to display or use ZOE marks in any manner.

You may not remove, obscure, or alter any proprietary rights, marks, or notices that may be affixed to or contained in our service.

Software

Our service, and all designs, text, graphics, pictures, images, content, videos, information, data, and software contained in or comprising our service (including ZOE’s website and apps), except for the user content as defined above, is the property of ZOE, ZOE’s Affiliates or ZOE’s licensors and are protected by copyright, trademark laws, patent, and other intellectual property laws in applicable jurisdictions.

Your rights in any ZOE software you use (including the ZOE website and apps) (“Software”) that is not accompanied by a separate license agreement are governed by and subjected to the license granted in these Terms. You may not copy, modify, create derivative works of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software unless otherwise specifically agreed in writing between you and ZOE. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including without limitation for the purpose of obtaining unauthorized access to our service. You agree not to access our service by any means other than through the interface that is provided by ZOE for use in accessing our service. Any rights not expressly granted herein are reserved.

The ZOE app may from time to time automatically download and install updates from ZOE. These updates are generally designed to improve, enhance, and further develop our service and may take the form of bug fixes, enhanced functions or features, new modules, and completely new versions. You agree to receive such updates and permit ZOE to deliver these to you as part of your use of our service.

License to Use

Subject to your compliance with these Terms, ZOE grants you a limited, non-exclusive, revocable license to make personal, non-commercial use of our service and the materials. This license shall remain in effect until and unless terminated by you or ZOE. You agree to use our service for your own personal, non-commercial use and will not redistribute or transfer our service or any of the materials.

Food database

Information in the Food Database may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of ZOE.

How we deal with copyright infringement

ZOE respects the intellectual property rights of others and expects users of our service to do the same. 

Formal notice

For material hosted by us on behalf of our users that is subject to US law, you may wish to give us formal notice under 17 USC 512(c)(1)(C) (a “Digital Millennium Copyright Act” or “DMCA” notice), in which case please provide us with the following information:

1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

2. Identification of the copyrighted work claimed to have been infringed;

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

4. Your contact information, including your address, telephone number, and an email address;

5. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Please send all such notices to our copyright agent Daniel Sleeper, 65 Shawmut Road, Canton, MA 02021, Tel: 866-771-7478, dmca@joinzoe.com.

Other notices

Even where the DMCA does not apply, we will still need the same sort of information in order to act. In particular, we need to know at the very least  (a) that you own the work (or act on behalf of someone who does) (b) what the work is (c) where we can find it - eg on our website or in our app and (d) how to contact you if we need more information.

How we deal with infringement

We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. 

Where a user of our service repeatedly infringes copyright using our service, having been given at least one advance warning that their use may be terminated, we will review their conduct and decide whether to terminate their use of our service as a whole, or simply their ability to host content. Our decision will take into account whether the infringement was innocent; how far apart the infringements were; and their general conduct on the site.

OUR SERVICE IS NOT A SUBSTITUTE FOR, AND DOES NOT PROVIDE, MEDICAL ADVICE OR CLAIM TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR ILLNESS. OUR SERVICE, INCLUDING WITHOUT LIMITATION ANY INFORMATION ON ZOE’S WEBSITE OR APPS, IS PROVIDED FOR EDUCATIONAL, INFORMATIONAL, AND ENJOYMENT PURPOSES ONLY WITH THE UNDERSTANDING THAT ZOE IS NOT ENGAGED IN RENDERING MEDICAL ADVICE OR RECOMMENDATION, AND IS NOT TO BE USED FOR THE DIRECTION OF OR CARE OF INDIVIDUAL PATIENTS.

OUR SERVICE IS GENERAL IN NATURE AND IS NOT INTENDED FOR ANY PARTICULAR PURPOSE, INCLUDING, IN ANY WAY, TO BE A SUBSTITUTE FOR A MEDICAL EXAMINATION OR ANY PROFESSIONAL MEDICAL ADVICE, MEDICAL OPINION, DIAGNOSIS OR TREATMENT, SYMPTOM ASSESSMENT, OR HEALTH COUNSELING FOR ITS USERS. ALWAYS SEEK THE ADVICE OF APPROPRIATELY QUALIFIED AND REGULATED HEALTH PROVIDERS WITH ANY QUESTIONS YOU MAY HAVE WITH REGARD TO A SPECIFIC MEDICAL CONDITION FOR TREATMENT OF WHICH YOU ARE CONCERNED. IT IS IMPORTANT NOT TO DISREGARD OR DELAY SEEKING CONSULTATIVE ADVICE BECAUSE OF SOMETHING YOU HAVE READ OR VIEWED WHILE USING OUR SERVICE. RELIANCE ON ANY INFORMATION PROVIDED BY OUR SERVICE IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF OUR SERVICE AND ITS INFORMATION.

As is Service

OUR SERVICE (INCLUDING OUR WEBSITE AND MOBILE APPLICATIONS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ZOE (AND ITS LICENSORS AND SUPPLIERS) DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE, AS TO OUR SERVICE, INCLUDING WITHOUT LIMITATION INFORMATION, CONTENT AND MATERIALS OF OUR SERVICE. ZOE DOES NOT REPRESENT OR WARRANT THAT MATERIALS, INCLUDING THE INFORMATION AVAILABLE IN OR ON OUR SERVICE, ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ZOE IS NOT RESPONSIBLE FOR ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS CONTAINED IN OR ON OUR SERVICE OR ACCESSED THROUGH OUR SERVICE. WHILE ZOE ATTEMPTS TO MAKE YOUR ACCESS AND USE OF OUR SERVICE SAFE, ZOE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT OUR SERVICE OR ITS SERVER(S), OR ANY CONTENT OR MATERIALS OF OUR SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND NEUTRALIZE VIRUSES, SPYWARE, MALWARE, AND OTHER HARMFUL OR OTHERWISE UNDESIRABLE COMPONENTS WHEN ACCESSING OUR SERVICE.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ZOE OR ANY OF ITS AFFILIATES, SUCCESSORS, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, CONSULTANTS, LICENSORS OR SUPPLIERS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO ZOE IN CONNECTION WITH OUR SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION ANY FAILURES CAUSED BY ACTS OF GOD, WAR, TERRORIST ACT, GOVERNMENT REGULATION, GOVERNMENTAL TRAVEL ADVISORIES OR RESTRICTIONS, OR OTHER GOVERNMENT ACTS, CURTAILMENT OF TRANSPORTATION FACILITIES, RIOTS, DISASTER, FIRE OR OTHER CASUALTY, EPIDEMIC, PANDEMIC, POWER INTERRUPTION OR FAILURE, OR STRIKES OR OTHER LABOR ACTION. 

Some states do not allow the exclusion or limitation of incidental or consequential or certain other damages, so the above limitations and exclusions may not apply to you. In particular, this section does not apply to New Jersey residents to the extent that New Jersey’s Truth-in-Consumer Contract, Warranty, and Notice Act (TCCWNA) (N.J.S.A. §§ 56:12-14 to 56:12-18) prohibits such application.

Our service, website and mobile applications may contain links or connections to third-party websites or services that are not owned or controlled by ZOE. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that ZOE is not responsible for such risks. 

ZOE has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through our service. In addition, ZOE will not and cannot monitor, verify, censor or edit the content of any third-party site or service.  ZOE encourages you to be aware when you leave our services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using our service, website and/or mobile applications, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. 

Your interactions with organizations and/or individuals found on or through our service, website and/or mobile applications, and any other terms, conditions, warranties or representations associated with such interactions, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that ZOE shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between users and any third party, you agree that ZOE is under no obligation to become involved. In the event that you have a dispute with one or more third parties, you release ZOE, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Service. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

You agree to defend, indemnify and hold harmless ZOE, its Affiliates, independent contractors, service providers and consultants, and each of their respective directors, employees, and agents, from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your use of our service, website and/or mobile applications, including without limitation any actual or threatened suit, demand, or claim arising out of or relating to the use of customer content, Results supplied to you by ZOE, your conduct, your violation of these Terms, or your violation of the rights of any third party. 

This section does not apply to New Jersey residents to the extent that New Jersey’s Truth-in-Consumer Contract, Warranty, and Notice Act (TCCWNA) (N.J.S.A. §§ 56:12-14 to 56:12-18) prohibits such application.

Contacting each other

Where these Terms require you to contact us (for example, where they require you to give us “notice”), unless otherwise specified you must do so by email to hello@joinzoe.com. 

We may give you notice by sending an email to the address registered to your account. You are responsible for ensuring that you are able to receive and check emails at that address.

Changing these Terms

We may change these Terms by publishing the new terms on our website at least 30 days in advance of the new terms becoming binding.

If you are a member of our service: 

• for terms which do not negatively affect your existing use of our service, for example where we are simply introducing a new feature or service and defining the terms on which it may be used, the new terms will take effect after 30 days.

• we will give you at least 30 days’ notice (in the app or by email) of the change and the new terms will not take effect until the next renewal of your membership, meaning you can terminate your membership if you do not want to continue under the new terms. 

Notwithstanding the foregoing, future changes to the Arbitration Agreement will be governed in that Agreement.

Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations under them, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and its rights and obligations without consent.

Failure to enforce 

Any failure by us to enforce our rights on one occasion does not prevent us from enforcing other rights, or the same rights on other occasions.

Circumstances beyond our control

We are not responsible for any failure to perform any of its obligations under these Terms if they are caused by circumstances beyond its reasonable control.

Governing Law

These terms shall be governed by the law of the Commonwealth of Massachusetts.

References to “ZOE”, “you”, “we”, and “us” in this Arbitration Agreement include our respective predecessors in interest, successors, and assigns, as well as our respective past, present, and future parents, subsidiaries and affiliates; those entities and our respective agents, employees, licensees, licensors, and providers of content as of the time your or our claim arises.

If any Dispute (defined below) is determined not to be subject to arbitration or resolution in small claims court, the exclusive jurisdiction and venue for proceedings concerning such Dispute shall be the federal or state courts of competent jurisdiction in Suffolk County, Massachusetts.

A. Mandatory Individual Arbitration

Any dispute, claim, or controversy arising out of or relating in any way to: (i) your visit to, or use of, our website(s) or mobile applications; (ii) our service; (iii) participation in any of our optional research programs (iv) the Terms, including those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the Terms and this Arbitration Agreement (collectively, “Dispute” or “Disputes”), whether such Disputes arose before, on, or subsequent to you entering these Terms, and if not resolved through the informal dispute resolution procedure set forth below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel. 

Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and ZOE each retain 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 copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Any legal action by ZOE against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.

To the fullest extent permissible by applicable law, all claims against Zoe, including but not limited to claims arising out of or relating in any way to our services or the Terms, must be filed within one year after such claim or cause of action arose or it will be forever barred.

If any court or arbitrator determines that this Arbitration Agreement is void or unenforceable for any reason as to Disputes arising before the date of posting of this Arbitration Agreement, then you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions. 

B. Class Action / Jury Trial Waiver

You and ZOE agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding. This means that you and ZOE may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that you and ZOE may not participate in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding brought by any third party. 

Unless both you and ZOE agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative proceeding. If any court or arbitrator determines that this Class Action/Jury Trial Waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and ZOE shall be deemed not to have agreed to arbitrate Disputes. 

To the extent that any claims are allowed to proceed on a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative basis, such claims must be litigated in a federal or state court of competent jurisdiction in Suffolk County, Massachusetts, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Notwithstanding the foregoing, you or ZOE may participate in a class-wide settlement.

C. Opt-Out Procedures

To opt out of this Arbitration Agreement, you must send us a written opt-out notice (“Opt-Out Notice”) by email at hello@joinzoe.com within 30 days from the earlier of the date that you: (1) first purchased our service; (2) first accessed our website(s) or mobile application(s); or (3) first provided information to the Website(s) or Mobile Application(s) after the posting of these Terms (“Opt-Out Period”). The Opt-Out Notice must contain your full legal name, your complete mailing and email address and phone number, a clear statement that you wish to opt out of this Arbitration Agreement, and your signature. If your Opt-Out Period has passed, you are not eligible to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other provisions of the Terms will continue to apply to you. Additionally, if you opt out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions. In other words, opting out of this Arbitration Agreement shall have no effect on any previous, other, or future arbitration agreements you may enter into with ZOE.  As stated above, if you do not opt out of this Arbitration Agreement within the Opt-Out Period, then you will be bound to the terms and conditions of this Arbitration Agreement which shall supersede and replace in its entirety all previous versions of ZOE’s arbitration agreements and class action provisions.  

D. Rules & Governing Law

Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and ZOE each agree to send the other party a written Notice of Dispute (“Notice of Dispute” or “Notice”). A Notice of Dispute from you to ZOE must be emailed to legal@joinzoe.com]  (“Notice Address”). Any Notice of Dispute must include (i) the claimant’s full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the claim or dispute; (iii) any relevant facts regarding claimant’s use of our service and/or websites or mobile application(s), including whether claimant receives any emails from ZOE, whether claimant has purchased our service from ZOE, and if so, the date(s) of the purchase(s); and (iv) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only your dispute and no other person’s dispute. ZOE will send any Notice of Dispute to you at the email address or mailing address it has for you, if any. 

After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution. 

Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and ZOE have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.

If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, you and ZOE each agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court. The parties may agree to waive hearings and resolve Claims through submission of documents. Any arbitration hearing will be conducted remotely by telephone or video conference to the extent possible, but if the arbitrator determines, or the parties agree, that a hearing should be conducted in person, the arbitration hearing will take place as close to your residence as practicable, or another agreed upon locale, and shall be before one arbitrator. 

All Disputes shall be submitted to National Arbitration and Mediation (“NAM”), www.namadr.com, for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with its Comprehensive Dispute Resolution Rules and Procedures, including is Mass Filing Supplemental Dispute Resolution Rules and Procedures (when applicable) and its Consumer Fee Schedule, then in effect (the “NAM Rules”), except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the NAM Rules. A form for initiating arbitration proceedings is available on NAM’s website at https://www.namadr.com/resources/rules-fees-forms/. You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced above, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented). The parties agree that submission of the certification shall be required for the claim to be deemed properly filed. For additional information on how to commence an arbitration proceeding, you can contact NAM at customerservice@namadr.com.   

If NAM determines that 25 or more substantially similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, NAM’s mass filing fee structure shall apply and the parties agree that the arbitrations will proceed in accordance with the batching process as follows:  (i) NAM shall administer the arbitration demands in batches of at least 25 claims, with the discretion to create additional batches if NAM finds that they are necessary to facilitate the efficient resolution of demands; (ii) NAM shall provide for the resolution of each batch as a single consolidated arbitration with one procedural calendar and one hearing (if any) and one final award; and (iii) following such determination of a mass filing, NAM shall apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in NAM’s fee schedule. You agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of these Claims. All parties agree that arbitrations are of a “substantially similar nature” for purposes of this batching procedure for claims administered by NAM if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. This batching procedure for claims administered by NAM shall in no way be interpreted as authorizing class arbitrations of any kind. ZOE reserves all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this batching procedure for claims administered by NAM and the ADR Services Batching Procedure (see below) are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and ZOE shall be deemed not to have agreed to arbitrate Disputes.

If NAM notifies the parties in writing that it is not available to arbitrate any Claim, or if NAM is otherwise unable to arbitrate any Claim, that Claim shall be submitted to ADR Services, Inc. (“ADR Services”), www.adrservices.com, for final and binding individual arbitration before one arbitrator. The arbitration will be administered by ADR Services in accordance with its rules and procedures, including any supplementary rules and fee schedules, then in effect (the “ADR Services Rules”), except as modified by this Arbitration Agreement. If there are 20 or more substantially similar Claims that are allowed to be submitted for arbitration but cannot be arbitrated by NAM, and are presented to ADR Services by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization, ADR Services shall (i) administer those Claims in at least 20 batches, with the discretion to create additional batches if ADR Services finds that they are necessary to facilitate the efficient resolution of demands; and (ii) apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in ADR Services’ then-current Mass Consumer Non-Employment Arbitration Fee Schedule. You agree to cooperate in good faith to implement this batch approach (the “ADR Services Batching Procedure”) to facilitate the efficient resolution of these Claims. This ADR Services Batching Procedure shall in no way be interpreted as authorizing class arbitrations of any kind. ZOE reserves all rights and defenses as to each and any demand and claimant. 

Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and any proceedings under it. It is the intent of the parties that the FAA and the NAM Rules or ADR Services Rules (as applicable) shall preempt all state laws to the fullest extent permitted by law. If the FAA and the NAM Rules or ADR Services Rules (as applicable) are found to not apply to any issue that arises under this Arbitration Agreement, then that issue shall be resolved under the laws of Massachusetts.

At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

As in court, you and ZOE agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b) and any applicable state laws of similar import, including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM or ADR Services Rules (as applicable), Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.

Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law. 

Arbitrator’s Fees: You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM, ADR Services (as applicable), and/or the arbitrator to address the apportionment of the arbitrator’s fees. 

Confidentiality: The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.

Requirement of Individualized Relief: The parties agree that the arbitrator is authorized, upon either party’s request, to award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If any of the prohibitions on non-individualized declaratory or injunctive relief, class, representative, and private attorney general claims, or consolidation set forth under this Arbitration Agreement are found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief sought with respect to a particular claim), then, after exhaustion of all appeals,  the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction, after all other arbitrable claims and requests for relief are arbitrated. 

You agree that any arbitrations between you and ZOE will be subject to this Arbitration Agreement and not to any prior arbitration agreement you had with ZOE, and, notwithstanding any provision in these Terms to the contrary, you agree that this Arbitration Agreement amends any prior arbitration agreement you had with ZOE, including with respect to claims that arose before this or any prior arbitration agreement.

E. Opt-Out of Future Changes to Arbitration Agreement

Notwithstanding any provision to the contrary, if ZOE makes any future change to this Arbitration Agreement (other than a change to the Notice Address), you may reject any such change by sending ZOE an email to hello@joinzoe.com within 30 days of the posting of the amended arbitration agreement that provides: (i) your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) the change(s) you are rejecting, (v) and, if applicable, the username or email address associated with any purchase from ZOE. It must include a statement, personally signed by you, that you wish to reject the specified change to the Arbitration Agreement. This is not an opt out of arbitration altogether.

F. Severability & Survival

If any provision of this Arbitration Agreement, or a portion thereof, is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein.  

Notwithstanding the foregoing, if any court or arbitrator determines that the batching procedure for claims administered by NAM (set forth above) and the ADR Services Batching Procedure are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then, after exhaustion of all appeals, the Arbitration Agreement shall be deemed null and void in its entirety.  

This Arbitration Agreement shall survive termination of these Terms. Except as provided in the opt-out provisions set forth in Sections C and E above, the terms and conditions of this Arbitration Agreement shall supersede and replace any and all previous arbitration and class action/jury waiver agreements you may have entered into with ZOE.

We are Zoe US Inc, incorporated in the US State of Delaware, with a registered address of 1209 Orange Street, Wilmington, New Castle, DE 19801. Our email address is hello@joinzoe.com. Our telephone number is 866-771-7478.