If you have a disability, you may access this Terms of Service in an alternative format by contacting email@example.com or www.joinzoe.com/dpo.
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:
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 www.joinzoe.com, the ZOE Insights App, and/or digital documents to help them make personalized nutritional and lifestyle choices.
If you have purchased ZOE Premium, ZOE will offer Coaching 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 will 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.
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.
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.
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:
By using this Service you represent and warrant that you meet the eligibility criteria listed above.
Our Service is currently not available outside the United States of America.
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.
In order to ensure that we receive the highest quality Samples, we require that you use the Test Kit and its included Sample Collections Kits in accordance with the instructions provided in such kit and the ZOE Test app 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 Test 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.
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:
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 Sample 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.
You acknowledge that 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 payment or new or increased subscription fees.
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
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:
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 Test app will include guidelines on kit expiration and 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 Test 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:
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 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:
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:
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.
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.
As part of the Service, you may interact with our support team. The ZOE Coaching & Support Team (“CST”) will assist you in completing the tests appropriately and in helping you understand the results, and optionally assist you in optimising 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.
The optional Coaching service 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 optimising 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.
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.
ZOE charges a fee (“Purchase Price”) to cover the initial Testing, the Results and (if selected) the Coaching service for a specified period of time (“Initial Period”). This is payable either as a one-off payment or in monthly installments (“Installment Plan”), depending on what option is available and selected at the time. Where an Installment Plan is selected, you commit to pay monthly installments for the duration of the Initial Period.
In addition, at the end of Initial Period, you can select an optional paid subscription service (“Paid Subscription”) from a range of options which offers access to the Zoe Nutrition App and any additional Coaching services which can help them optimize their nutritional habits and sustain gains against their nutritional goals over time. Paid Subscription plans are charged periodically (such as monthly or annually) and can be renewed or cancelled at the end of a commitment period, as specified in each of the plans (“Initial Subscription Period”).
Paid Subscriptions shall renew with your agreement at the end of the Initial Subscription Period (and again at the end of any subsequent renewal Service periods) or until you cancel the Paid Subscription. If you select to cancel your Paid Subscription you can continue to have access to your Results with a free subscription (“Free Subscription”).
The initial Service period for a given Paid Subscription shall commence on the date you sign up to it.
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.
All 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.
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 firstname.lastname@example.org.
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 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, we will refund your fees.
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.
ZOE may at any time, terminate this agreement by giving you notice of termination if:
Any termination of this agreement:
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.
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.
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:
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:
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.
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. Judgment 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 Global 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.
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:
These Terms 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 of 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.
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.
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.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and ZOE.
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.
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.
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.