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

ZOE US Inc. (“ZOE,” “we,” or “us”) is a data science company that analyzes physiological data for the purpose of helping individuals (“Customers”) understand and optimize their nutritional habits.

Our Service includes:

1. “Testing”: organizing and conducting testing of Customer biological samples, which includes:

2. Collecting data relevant to a Customer’s physiology and nutrition habits (“Self-Reported Health Information”);

3. Arranging the collection of blood, stool, saliva, and other biological samples from a Customer (“Samples”) using specialized kits (“Sample Collection Kit(s)”);

4. Arranging the testing of collected Samples with third-party laboratory testing facilities to produce data (“Test Data”);

5. “Results”: providing the synthesized outcome of the tests to the Customer, which includes:

6. Analyzing Test Data and Self-Reported Health Information using big data and machine learning techniques and algorithms;

7. Providing synthesized insight for a Customer (“Results”) via digital documents, ZOE’s website (“Website”) or any other suitable means;

8. “ZOE Membership”: providing access to the ZOE Nutrition App, which includes:

9. Access to nutritional information for different foods and recipes,

10. Journal logging which can enable Customers sustain progress against their nutrition-related objectives; and

11. “Coaching”: offering a Coaching service, which includes:

12. Chat “Coaching” to assist a Customer in developing skills to help them optimize their nutrition-related objectives. 

13. (Optional) Video “Coaching”, a number of real-time coaching sessions with a personal coach, but only if included in your subscription or purchased as an add-on.

Customers will collect the Samples and submit them to laboratories arranged by ZOE for testing and analysis. These Samples will be used by such laboratories to generate Test Data, and such laboratories will submit such Test Data to ZOE which will analyze them together with any relevant Self-Reported Health Information. ZOE will then present synthesized information (Results) back to the Customer via: the ZOE Website located at zoe.com, the ZOE Insights App, and/or digital documents to help them make personalized nutritional and lifestyle choices. 

If you have purchased ZOE Premium or Video Coaching is included in your subscription, ZOE will offer Video Coaching sessions to assist Customers in optimizing their nutritional-related objectives, and also optional access to the ZOE Nutrition App which can help customers sustain progress against these objectives.

ZOE also conducts nutritional research in conjunction with leading educational institutions (“Research”). Customers may be invited to participate in Research from time to time. Participation in Research is optional and Customers will be asked to opt-in independently of any ZOE Service they purchase or subscribe to.

Customers are required to create an Account on ZOE’s Website or ZOE’s App and may be asked to complete an initial questionnaire to start the collection of Self-Reported Health Information and arrange for the receipt of a Test Kit to start the testing process including Sample collection.

Depending on the specific service Customers purchase or subscribe to, and any optional Research Customers agree to participate in, Customers will be asked to collect relevant Samples such as blood, stool, and other samples, using the Sample Collection Kits provided. 

ZOE is committed to protecting your privacy and security. For more information you should review ZOE’s Privacy Policy, which is incorporated into these Terms of Service by this reference, and, for those who have opted in to participate in any Research, the applicable Research Informed Consent form as well.

These Terms of Service (“Terms”) govern your (“you” or “user”) access to and use of our products, optional research programs and other programs, software applications, including without limitation our website and mobile applications, and our services, including without limitation arrangement for collection of Self-Reported Health Information and Samples, data analysis of biological samples processed by third-party laboratories on your behalf and analysis of the results of such Sample analyses in connection with Self-Reported Health Information (all of the above, collectively, the “Service”) provided by ZOE, Inc. or its Affiliates.   For the purposes of these Terms, “Affiliates” shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with ZOE Inc.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY COVER IMPORTANT INFORMATION ABOUT THE SERVICE PROVIDED TO YOU.  THESE TERMS INCLUDE INFORMATION ABOUT FUTURE CHANGES TO THESE TERMS, LIMITATIONS OF LIABILITY, A CLASS ACTION WAIVER, RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT AND AN AUTHORIZATION FOR ZOE TO SIGN CERTAIN DOCUMENTATION ON YOUR BEHALF.  BY ACCESSING, BROWSING, PURCHASING, SUBSCRIBING TO OR USING ANY PART OF THE SERVICE, OR CLICKING TO ACCEPT OR AGREE TO THE TERMS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS, CONDITIONS, POLICIES, GUIDELINES AND DISCLOSURES INCORPORATED BY REFERENCE, AS IF YOU HAD SIGNED THEM. IF YOU ARE NOT WILLING TO BE OR CANNOT BE BOUND BY ALL OF THESE TERMS OF SERVICE, THEN DO NOT ACCESS, BROWSE, PURCHASE, SUBSCRIBE TO OR USE ANY PART OF THE SERVICE.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Some aspects of the Service, such as optional participation in research programs, may be provided under separate agreements and consents between you and ZOE. When you first participate in or use those Service features, you will be offered the opportunity to review and agree to the terms that govern those Service features. We may also require your acceptance of terms in informed consent forms applicable to participation in specific research programs. If there is a conflict between these Terms and specific terms in those legal terms and agreements applicable for a particular Service feature or the terms in informed consent forms for research participation, those terms will take precedence over these Terms with respect only to those specific Service features or the research participation.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY DISCONTINUE ACCESS AND USE OF THE SERVICE. YOUR ACCESS TO AND USE OF THE SERVICE, AND YOUR ACCOUNT WITH ZOE, ARE CONDITIONED ON YOUR COMPLIANCE WITH THESE TERMS. IF ZOE BELIEVES THAT YOU HAVE FAILED TO COMPLY WITH ANY OF THESE TERMS, IT HAS THE RIGHT TO TERMINATE YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR ACCOUNT WITH ZOE IMMEDIATELY AND WITHOUT NOTICE.

ZOE reserves the right to change, revise, update, or modify these Terms or any policy or guideline incorporated in these Terms at any time and at its sole discretion. Any changes, revisions, updates, or modifications will be effective as of the date stated at the top of these Terms and by the posting by ZOE on the Website, App, sending you an email or other notification. Your continued use of the Service following the posting of such changes, revisions, updates, or modified Terms will constitute your acceptance. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Service. You should review these Terms and any applicable policies from time to time to understand the most current Terms that apply to your use of the Service.  Except for changes by ZOE as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and ZOE.

The Service, and all designs, text, graphics, pictures, images, content, videos, information, data, and software contained in or comprising the Service (including ZOE’s Website and Apps), except for the User Content as defined below (collectively, the “Materials”), 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.

ZOE is always trying to improve its Service, so the Service may change over time. ZOE may suspend or discontinue any part of the Service, or it may introduce new features or impose limits on certain features or restrict access to parts or all of the Service. ZOE reserves the right to remove any Materials or User Content from the Service at any time, for any reason (including, but not limited to, if someone alleges you contributed, uploaded or provided User Content in violation of these Terms), in our sole discretion, and without notice.

Authorized access

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 the Service. You agree not to access the Service by any means other than through the interface that is provided by ZOE for use in accessing the Service. Any rights not expressly granted herein are reserved.

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 the Service and the Materials. This license shall remain in effect until and unless terminated by you or ZOE. You agree to use the Service for your own personal, non-commercial use and will not redistribute or transfer the Service or any of the Materials.

You agree to abide by these Terms and not to use the Service or any part thereof in any manner not expressly permitted by these Terms. Except for the rights expressly granted to you in these Terms, ZOE grants no right, title, or interest to you in the Service or the Materials. You shall 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 of the content of the Service or Materials, unless otherwise specifically agreed in a separate agreement between you and ZOE.

Any ZOE Software used in the Service are licensed, not sold, to you, and ZOE and its licensors retain ownership of all copies of the ZOE Software even after installation on your personal computers, mobile devices, tablets, and/or other relevant devices. Third-party software (for example, open source software libraries) included in the ZOE Service are licensed to you either under these Terms or under the relevant third-party software license terms as published in the help, about or settings section of the Software or on our website.

In order to use ZOE’s Service, you must meet the following eligibility criteria:

• You are at least 18 years of age (or at least 19 years of age if you live in Alabama or Nebraska) and have the right, authority and capacity to enter into these Terms and abide by these Terms.

• 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) least 16.5 kg/m2.

• You live in any of the continental US states other than New York, or in Hawaii or the District of Columbia  (due to limitations imposed by law in the State of New York).

• You can safely eat a gluten-free, dairy-free and vegetarian 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 (including type 1 diabetes or type 2 diabetes), you have checked with your treating physician that this product is safe for you.

By using this Service you represent and warrant that you meet the eligibility criteria listed above.

Our Service is currently available only in  the United States of America and the United Kingdom. For the United Kingdom, different terms apply to a different version of the app.

When you create a ZOE account (“Account”), you are required to provide certain Customer 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 the Service, you will be prompted to accept these Terms and Privacy Policy indicating your affirmative acceptance of these legal documents.

In order to ensure that we receive the highest-quality Test Data, it is important that you use the Test Kit and its included Sample Collections Kits in accordance with the instructions we provided you to collect Samples, and that you send your Samples to the laboratories that we designated for such testing within the timeframes indicated in the ZOE app, or as otherwise notified to you by ZOE.

In addition, to ensure that we receive the highest-quality Test data, we require that you consume all pre-made test meals that ZOE provides to you in connection with the Service, in accordance with ZOE’s related instructions.

You agree and warrant to ZOE that you will not use any part of the Test Kit, including perishable foods, which is past its indicated expiry date.

In addition to these Terms and Privacy Policy, if you choose to take part in Research you will also be prompted to read and accept a document known as a “Research Informed Consent”, which will explain what participation in that Research involves and, where necessary, ask you to consent to any additional processing that ZOE may carry out with your Personal Data.

Based on the personal information you have provided us if we identify you as a potential participant in Research, you agree that we may contact you through email or our Software or App for the purpose of sending you the applicable informed consent form for your acceptance that allows you to participate in Research.

As a condition for using the Service, you represent and agree not to engage in any of the following activities:

1. Non-personal use of the Service or the Materials;

2. Resale of the Service or Materials;

3. Distribution, public display or performance of any of the Materials;

4. Copying, modifying or creating derivative works of any part of the Service or the Materials;

5. Use of automated or similar means to download data from the Service, including without limitation crawlers, spiders, robots, or data mining tools;

6. The download or copying (other than browser page caching) of any part of the Service, or any part of the Materials, except as expressly permitted by ZOE;

7. 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;

8. Collection or harvesting of any personal information including, but not limited to, company and individual names, domain names or account names, from the Service;

9. Using any part of the Service for unauthorized commercial solicitation purposes;

10. Use of any part of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages;

11. Impersonation, falsification of identity, or misrepresentation of your affiliation with any person or entity;

12. Use of the Service where Service use is not permitted;

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

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

15. Unauthorized use of branded trademarks, trade names, and key words associated with the Service or Materials in online media that amounts to false association and/or cause consumer confusion;

16. Engage in "framing," "mirroring," or otherwise simulating the appearance or function of ZOE or our Service or Materials;

17. Upload or transmit any content that you do not have a legal right to transmit (such as proprietary and confidential information, personal health information, content that infringes intellectual property rights of a third party, etc.);

18. Violate these Terms, or 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;

19. Use of the Service or Materials other than for their intended purpose; or

20. Intentional or unintentional violation of local, state, national, or international law, or any regulations having the force of law.

You represent and agree that you are solely responsible for, and ZOE has no responsibility to you or to any third party for, any breach of your obligations under these Terms or for the consequences (including any loss or damage which ZOE, ZOE’s Affiliates or ZOE’s licensors may suffer) of any such breach. In case of violation of any one or more of any of the terms and conditions of these Terms, or ZOE has reasonable ground to suspect that you have violated any such terms or conditions, ZOE has the right to suspend or terminate your Account and any or all current or future use of the Service or any Materials. You agree to defend, indemnify and hold harmless ZOE and its Affiliates against any costs, damages, or liability arising out of any breach by you of any of the terms and conditions of these Terms.

ZOE reserves the right at any time to modify, revise, update, and/or discontinue the Service (or any part thereof) with or without notice. You acknowledge and agree that such modifications, revisions or updates may result in a delay in delivering Results for some parts of the Service. The Software, including the App that you use, may from time to time automatically download and install updates from ZOE. These updates are generally designed to improve, enhance, and further develop the 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 the Service.

Your delay in providing answers to our initial Self-Reported Health Information questionnaire in full, or providing any other information or materials (e.g., Samples) requested by ZOE, may cause delay in starting the testing process and/or delivery of your Results.

Further, certain conditions and circumstances associated with the business operations of the Service, in particular the processing of Samples by third-party laboratories, may result in unexpected delays in processing, testing, and analysis of the Samples you provided and delays in delivering Test Data to ZOE. ZOE may or may not provide you with specific notices applicable to these delays. While ZOE endeavors to take commercially reasonable steps to minimize such delays, ZOE shall not be liable to you or to any third party for any such delays associated with the Service.

ZOE may, from time to time, offer new or additional technologies, features, or enhancements to the Service that may only be available to you with an additional fee, and that you will have to pay additional fees in order to have these features in your Service. Additional fees may take the form of one-off payments, installments or an increase in a subscription fee.

Some features of our Service may include functionality enabling you to submit or post user content, whether publicly posted or privately transmitted, such as profiles, posts, emails, feedback, experiences, suggestions, notes, messages, photos, and videos (“User Content”) that may be made available to ZOE and other users of the Service. You are solely responsible for all User Content that you choose to post or otherwise transmit to or through the Service.

ZOE has the right to refuse any User Content. You agree that ZOE, at its sole discretion, has the right (but not the obligation) to screen, reject, retain, or remove any User Content, or any portion thereof, posted using the Service that it reasonably believes infringes ZOE’s or any third party’s intellectual property or other rights, violates these Terms or our other ZOE policies, or is otherwise objectionable. ZOE reserves the right to disclose any User Content as necessary to satisfy any applicable law, regulation, legal process or governmental request. ZOE has the right to suspend or terminate the Service at any time without preserving your User Content.

In using the Service, you agree not to post any User Content that

1. is false, deceptive, deceitful, misleading, unauthorized, unlawful, libellous, 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. may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

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

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

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

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

8. 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

9. disrupts, damages, disables, diminishes the quality of, interferes with the performance of, or impairs the functionality of, any part of the Service.

By sending 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 for purposes specified in these Terms and of delivering the Service to you and other users of the Service. 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

4. 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.

In connection with using the Service you are invited to collect biological Samples such as blood and stool using Sample Collection Kits provided by ZOE and ship them for testing in specialized laboratories as arranged by ZOE.

The Sample Collection Kits and/or ZOE app will include instructions for how to use the Sample Kits to collect and ship your Samples. Such guidelines and instructions provided with the Sample Collections Kits are incorporated by reference in these Terms and you are expected to read and adhere to such guidelines and instructions.  

After you collect your Samples, you will ship the Samples according to the shipping instructions provided with the Sample Collection Kit and/or ZOE app to specialized laboratories for testing and analysis. You may collect all Samples at home. You agree to use the Sample Collection Kits according to the accompanying instructions and to follow good hygiene practices when collecting Samples.

Depending on which parts of the Service you purchase or subscribe to, and what (if any) Research you consented to explicitly participate in (by way of acceptance of a Research Informed Consent), ZOE or its Affiliates may process Test Data from the Samples you have provided to the laboratories arranged by ZOE, and analyze activity in the following categories, in order to provide the Service and, if applicable, conduct the Research:

1. Response to blood glucose (using a continuous glucose monitor and/or dried blood spot samples)

2. Response to blood fats (using dried blood spot samples)

3. Composition of your gut microbiome (using DNA extraction and sequencing techniques to identify living organisms in your stool)

In rare circumstances, a test may fail and we may deal with that by asking you supplementary questions to help us interpolate a test result.

Following the shipping of Samples and analysis by laboratories arranged by ZOE, ZOE and/or its Affiliates will analyze the Test Data, combine it with Self-reported Health Information you provided and deliver synthesized insight in the form of Results. These Results will be provided to you on the ZOE Website, App and/or PDF documents 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.  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. Test Data will be saved on ZOE’s secure cloud servers. The laboratories used by ZOE to analyze your Samples will have their own policies on how long, and in what way, they store Samples sent to them. Please see our Privacy Policy for further information.

By using the Service you agree to transfer and assign to ZOE and its assigns and successors all right, title, and interest in and to data derived from Samples and any additional information you submitted to ZOE. Such derived data is used for improving our data analysis methods and the artificial intelligence engine, and for internal use and studies for generating analytics broadly at the population level. Please read the Privacy Policy for further information on use of this data for these activities.

In order to better help members discover amazing recipes, we share recipes imported by members with other members. If you have any concerns about a recipe hosted by us, please contact hello@joinzoe.com. If you specifically want to file a formal notice under the US Digital Millennium Copyright Act because you believe a recipe has been shared in breach of your copyright, you may contact our copyright agent at DMCA@joinzoe.com. Please see the section headed how we deal with copyright infringement in our terms for more details.

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 Sample 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 Self-reported Health Information to ZOE, 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 the Service, you agree to, acknowledge, and represent as follows:

1. You understand that the test results, insights, recommendations, and information you received or learned from using the Service is 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;

2. You understand that the Service, and Results thereof, are intended for research, informational, and educational purposes only, and that while this information might point to a possible diagnosis or treatment, they should always be confirmed and supplemented by 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;

3. You give permission to ZOE, its Affiliates, and its and their successors and assignees to perform the Service described in these Terms using the Samples and other materials and information (including without limitation the Self-reported Health Information) provided to ZOE, and to disclose the Results of test and analyses to you and to others you specifically authorize;

4. 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;

5. 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;

6. That you are aware that some of the results and information you receive may generate strong emotions;

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

8. 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; and

9. 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 Service. You agree to defend and indemnify ZOE and its Affiliates and successors against any liability, costs, or damages arising out of any breach of these representations.

By utilizing the Service, you represent that you are aware of the potential risks associated with the use of the Service, including the collection and submission of Samples to ZOE.

Some potential risks associated with the Service are as follows:

1. You may feel discomfort or unwell when collecting Sample(s);

2. You may receive nutrition suggestions 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;

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

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

5. You may learn information about yourself that prompts you to follow up with your physician. You will be fully responsible for the costs of this follow-up testing and any resulting treatment;

6. You may find out information about yourself that will cause you to worry or become anxious;

7. For use with certain opt-in and additional Service, when collecting Samples, you may feel pain or discomfort from the lancet device used to collect blood from your fingertip. 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. The puncture site could become infected;

8. ZOE will not provide any payment or treatment if you have an injury while collecting Samples; and

9. There may be other unknown risks to participation that are not foreseeable at present.
   

ZOE arranges for laboratories to perform certain tests on Samples on behalf of customers (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 ZOE 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 the Service

• Hereby authorize ZOE 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, 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 or www.joinzoe.com/dpo.

Nothing in the preceding acceptance affects your rights under the GDPR. Please see our Privacy Policy, which explains that we process all Personal Data 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.

ZOE DOES NOT OFFER PROFESSIONAL MEDICAL SERVICES OR ADVICE. THE SERVICE PROVIDED BY ZOE, IN PARTICULAR THE RESULTS PROVIDED VIA THE WEBSITE AND APP, DOES NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS MEDICAL ADVICE OR OPINION. NO DOCTOR-PATIENT RELATIONSHIP IS CREATED. USE OF THE SERVICE IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911.

No Doctor-Patient relationship

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. 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 physician consultation, evaluation, or treatment, and the information made available on or through the Service should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. YOUR USE OF THE SERVICE DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ZOE OR BETWEEN YOU AND ANY OF ZOE’S AFFILIATES OR CONTRACTORS.

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. You represent to ZOE (which representation shall be deemed to be made each time you use the Service), that you are not using the Service or participating in any of the activities offered by the Service for the purpose of seeking medical attention. You further agree that, before using the Service, you shall consult your physician, particularly if you are at risk for problems resulting from exercise or changes in your diet. If any information you receive or obtain from using the Service that is inconsistent with the medical advice from your physician, you should follow the advice of your physician.

Coaching & Support Team Disclaimer

As part of the Service, you may interact with our Coaching and Support team. The ZOE Coaching & Support Team (“CST”) will assist you in completing the tests appropriately, helping you understand the Results, and optionally assist you in optimizing your nutrition-related objectives.

The services provided by ZOE’s CST are not medical, mental health or any other type of health service. The ZOE CST does not conduct psychotherapy or mental health counselling. No diagnosis or treatment of, or advice regarding, any medical or mental health condition or illness will be offered. The ZOE CST cannot substitute for, and is 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 Customers with education, information and individual support regarding nutrition-related issues and objectives. ZOE’s CST may provide general information about issues related to nutrition and support Customers in achieving, maintaining and optimizing nutrition-related objectives.

ZOE’s CST are not allowed to engage in rendering any type of psychological or healthcare advice for any individual or for his or her particular situation. Under no circumstances will any of your interactions with any ZOE CST member in your use of the Service be deemed or construed to create a physician-patient relationship or a fiduciary duty of any kind whatsoever.  IF ZOE BECOMES AWARE OF OR SUSPECTS ANY MEDICAL OR MENTAL CONDITIONS OR ILLNESS, ZOE MAY, AT ITS SOLE DISCRETION, TERMINATE ALL OR ANY PORTION OF THE SERVICE.

Food Database Disclaimer

As part of the Service, ZOE maintains a food database that contains nutritional information (“Food Database”). Customers can contribute nutritional information to the Food Database.

ZOE AND ITS AFFILIATES DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, NUTRITIONAL OR OTHERWISE, IN THE FOOD DATABASE, AND ZOE AND ITS AFFILIATES DO NOT ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY SUCH INFORMATION. UNDER NO CIRCUMSTANCES WILL ZOE OR ITS AFFILIATES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION IN THE 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.

Fees & Charges

ZOE charges for Testing (with Results) and Membership. 

There is a fixed fee for Testing and Results which you may make as a one-off payment when you place your order or by instalments, as you select when you purchase the service. 

Payment for membership is by subscription, starting when your membership starts and then payable at the frequency described in your order for example: monthly, 4-monthly, or annually. In addition you may be given the option to pay a lump sum that will cover you for an initial period of membership, before the normal subscription payments start.

We may change the membership fee for a subsequent period of membership by giving you at least 30 days’ notice of that change.

All charges are exclusive of sales and other taxes, and you are responsible for payment of any applicable taxes. The amount of tax that is due, or even whether tax is payable at all, may change from time to time. That may mean the amount you pay will also change. For example:

• If you pay in instalments, and sales tax increases or becomes due before you have paid all instalments, you may have to pay more in later instalments because sales tax has been added to them.

• If your subscription renews, the renewal price may have sales tax (or more sales tax) charged on it resulting in a higher renewal charge.

The first payment (if paying by instalments) or the single one-off payment is made on:

• For Testing and Results when you place your order; 

• For Membership when your membership starts and then at the start of every billing period until your membership ends.

In the interests of transparency, we pay CLIA approved laboratories for the tests we have carried out as follows:

• Blood test assay and data generation - $9.80 per sample.

• Microbiome sequencing and data generation -  $108.50 per sample.

Duration of Membership

Unless otherwise stated in the package you purchase, your membership will start when the results of your test are sent to you. Unless you are a Zoe Plus or Zoe Premium member, your membership will continue indefinitely unless and until you cancel it. This means, you will be billed in advance for each period. You may cancel at any time (by using the in-app chat or emailing hello@joinzoe.com), but we do not give refunds for any unused period of your membership. 

Acceptance of orders

We reserve the right to accept or reject orders for any reason. Price and availability of Service are subject to change without notice (unless you have purchased a Paid Subscription, in which case the price paid by you for such Service shall apply during the Initial Subscription Period). You agree that any payment submitted by you for ZOE Service is submitted on behalf of yourself, without expectation of any reimbursement by third-party payers. ZOE does not undertake to submit any information provided by you for reimbursement or payment from private insurance carriers, Medicare, Medicaid, or any other third-party payers.

Billing & Payments

1. Billing: 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 Account on the Services (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 this Agreement. 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.

2. 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. 

3. Up-to-date information: You must provide current, complete and accurate information for your Billing Account when you order the ZOE 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. Changes to such information can be made by contacting our support team via the in-app chat, or via hello@joinzoe.com. 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 you and identify you to our designated service providers for their use in charging you for the Service ordered by you. 

Returns and Refund Policy

All Test Kit sales are final and may not be cancelled unless your order has not been prepared yet. 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 your order, all fees are non-refundable.

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 Sample Kit has not expired and subject to the availability of a replacement Test Kit, 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 to ship to you when we would otherwise send you a replacement, we will instead refund your fees. 

You may cancel your membership at any time. No refunds or credits will be given but you may continue to use the services included in your membership  until the end of the period you have paid for. 

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. 

Any requests for a refund should be made to hello@joinzoe.com.

Free Access

Access to the ZOE app, for example for you to be able to read your results, is only offered during the Contract Term. However, while it is developing its services, ZOE may permit you to continue to use the ZOE app or maintain your ZOE account after the Contract Term is over. If ZOE does so, it does so without any commitment to you and it may terminate your access at any time.

Termination of Agreement

ZOE may at any time, terminate this agreement by giving you notice of termination if:

1. you have breached any of these Terms;

2. ZOE believes it is required to do so by law;

Any termination of this agreement:

1. Terminates all rights and licences granted to the Customer under these Terms, including access to the ZOE app.

2. Does not affect any and all obligations under these Terms that accrued prior to termination of these Terms, any and all remedies for breach of these Terms, and any and all terms and conditions of these Terms which by their nature should survive termination including, without limitation, terms and conditions related to intellectual property ownership and restrictions, disclaimers, limitations of liability, your indemnification obligations, the User Content Licence,  governing law and terms regarding disputes between us, including without limitation the arbitration agreement.

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

You acknowledge and agree that ZOE shall not be liable to you or any third party for any termination of your access to the Service in accordance with these Terms.

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 or Service gives you a right to use any ZOE marks and you agree not to display or use ZOE marks in any manner.

You agree that you shall not remove, obscure, or alter any proprietary rights, marks, or notices that may be affixed to or contained in the Service.

Copyright Policy

ZOE respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are provided to us in accordance with applicable law. If you believe that your copyrighted materials have been copied in a way that constitutes copyright infringement, 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.

We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, ZOE will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing in connection with the Service can be contacted via:

Email: hello@joinzoe.com

THE SERVICE IS NOT A SUBSTITUTE FOR, AND DOES NOT PROVIDE, MEDICAL ADVICE OR CLAIM TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR ILLNESS. THE 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.

THE 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 THE SERVICE. RELIANCE ON ANY INFORMATION PROVIDED BY THE SERVICE IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE SERVICE AND ITS INFORMATION.

THE SERVICE IS 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 THE SERVICE, INCLUDING WITHOUT LIMITATION INFORMATION, CONTENT AND MATERIALS OF THE SERVICE. ZOE DOES NOT REPRESENT OR WARRANT THAT MATERIALS, INCLUDING THE INFORMATION AVAILABLE IN OR ON THE 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 THE SERVICE OR ACCESSED THROUGH THE SERVICE. WHILE ZOE ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SERVICE SAFE, ZOE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR ITS SERVER(S), OR ANY CONTENT OR MATERIALS OF THE 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 THE 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 THE 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 LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.  

The Service 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 the 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 the 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 the Service, 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 the Service, 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 the Service, 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. 

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with ZOE and limits the manner in which you can seek relief from ZOE. Both you and ZOE acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, ZOE, any of its Affiliates’ or any of their officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Boston, Massachusetts. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgement upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. 

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. ZOE will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. ZOE will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. 

(c) Small Claims Court; Infringement. Either you or ZOE may assert claims, if they qualify, in small claims court in Suffolk County, Massachusetts or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any 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. 

(d) Waiver of Jury Trial. YOU AND ZOE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and ZOE are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and ZOE over whether to vacate or enforce an arbitration award, YOU AND ZOE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor ZOE is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below. 

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: ZOE Limited, 164 Westminster Bridge Road, London, England, SE1 7RW, United Kingdom postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your Account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or ZOE to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and ZOE agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Suffolk County, Massachusetts or the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with ZOE.

Notices

ZOE Notices may be made via email. ZOE may also provide notices of changes to these Terms by displaying them on the ZOE website, mobile applications, or through any other part of the Service. Any notices that you provide without compliance with this section on Notices shall have no legal effect. Unless otherwise specifically provided for, any official notices to ZOE related to these Terms must be sent to:

Email: hello@joinzoe.com

Governing Law

This agreement shall be governed by and construed in accordance of the laws of the Commonwealth of Massachusetts, United States of America, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of the Service or these Terms shall be filed only in the state or federal courts located in Massachusetts and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.

Severability

If any of these Terms should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such term shall be enforced only to the extent it is enforceable and the remaining terms shall survive and remain in full force and effect and continue to be binding and enforceable.

Non-assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Service Account, in any way (by operation of law or otherwise) without ZOE's prior written consent. ZOE may transfer, assign, or delegate these Terms and its rights and obligations without consent.

Relationship

You agree that no joint venture, partnership, employment, or agency relationship exists between you and ZOE.

Waiver

No waiver of any term, provision or condition of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

Force Majeure

If the performance of any part of these Terms by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, epidemic, pandemic, acts of government, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

Entire Agreement

These Terms, together with the statement of consent you agreed to when you signed up and the Privacy Policy, constitute the complete and exclusive statement of the agreement between the parties with respect to the use of the Service, and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties with respect to the subject matter therein.

No Third Party Beneficiaries

Except as expressly set forth above regarding the arbitration agreement and your indemnification obligations, you and ZOE agree there are no third-party beneficiaries intended under these Terms.