Zoe Financial, Inc. Terms of Use Agreement

Last updated on June 25th, 2024

1. Description of our Services and the Wrap Fee Program

Zoe Financial Inc. (“Zoe”, “we”, “us” or “our”) is a Delaware corporation, established June 1, 2016, and headquartered in New York, NY. Zoe is an investment adviser registered with the Securities and Exchange Commission (“SEC”). Registration does not imply a certain level of skill or training.

Our goal is to match you with an independent financial advisor that will help you live a better financial life. Zoe operates the website at www.zoefin.com (the “Website“) and the one or more mobile applications (the “App” and, together with the Website, the “Dashboard”).

Our services (the “Services”) available through the Dashboard are comprised of financial matching, pursuant to which Zoe matches you with a financial advisor based on certain information you provide through the Dashboard and, should you elect to proceed, Zoe facilitates a complimentary call with the financial advisors to which you were matched. Certain support related to the Services may be provided outside of the dashboard by our financial professionals. Please refer to Zoe’s Relationship Summary and Disclosure Brochure for additional information about the Services.

In addition to the Services, Zoe is the sponsor and portfolio manager of the Zoe Financial, Inc. Wrap Program (the “Program”), pursuant to which it provides reporting, administrative services, and other services relating to the administration of accounts managed by third-party financial advisors (“Advisors”) for their clients (“End-Clients”). Advisors engage Zoe for the provision of such administrative, management, and support services on behalf of End-Clients who, for the avoidance of doubt, are not advisory clients of Zoe related to their Advisor’s participation in the Program. To participate in the Program, an End-Client will enter into an advisory agreement with the Advisor that outlines the services to be performed by the Advisor, the authority of the Advisor and/or the End-Client over transactions in the End-Client’s account, the compensation to be paid by the client to the Advisor, and agreement to terms governing participation in the Program. An End-Client also will open a custodial account with Apex Clearing Corp. (“Apex”), who is the sole approved custodian for the Program and will hold client investments. Zoe is not affiliated with Apex Clearing Corp.

Please refer to Zoe’s Relationship Summary and Disclosure Brochure for additional information about the Program.

2. Agreement and Acceptance of Terms

This Terms of Use Agreement, along with any exhibits, disclosures, addendums or amendments hereto, as the same may be amended or modified from time to time (collectively, this “Agreement”) constitutes an Agreement between you and us which sets forth the terms and conditions applicable to your access and use of our Dashboard, and our other Services that we offer to you through the Dashboard or through our licensed professionals. In this Agreement, we refer to those who use our Services collectively as “users”.

Your use of the Dashboard and/or Services is subject to our Privacy Policy, which addresses how we gather, use, disclose and manage your personal information. Terms used, but not defined in this Agreement, have the meanings provided to them in our Privacy Policy.

Please read this Agreement and our Privacy Policy carefully.

By accessing or using the Dashboard or any Service, you understand and agree to be bound by the terms and conditions of this Agreement and the Privacy Policy as they may be amended from time to time in the future. If you do not agree to this Agreement, then you may not use the Services.

THIS AGREEMENT REQUIRES ALL DISPUTES TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THE TERMS OF THE ARBITRATION CLAUSE APPEAR IN SECTION 18 OF THIS AGREEMENT.

You also agree that:

You are able to enter into legally binding contracts, and you agree that this Agreement legally binds you in the same manner that a signed, written, paper contract does. You may not use the Dashboard or Services in any manner or attempt to access the Dashboard or any Service, if you are not willing to be bound and abide by this Agreement.
WE ARE NOT RESPONSIBLE FOR THE FINANCIAL OR OTHER PRODUCTS AND SERVICES, OR FOR THE ACCURACY OF THE DATA OBTAINED FROM THIRD-PARTY SITES THAT ARE DISPLAYED OR REPORTED THROUGH OUR THE DASHBOARD OR ANY OF OUR SERVICES. While the Dashboard and Services provided by Zoe may provide significant assistance in helping you manage your finances, you should consult with a professional financial advisor before making investment decisions or deciding on significant changes to your personal financial strategy.
We reserve the right to change or modify this Agreement or our Privacy Policy, or modify or discontinue any portion of the Services or features and functionality provided through the Dashboard, from time to time. If we decide to change this Agreement or our Privacy Policy, we will post such changes on the Dashboard or on our website, and such changes will be effective at such time. We reserve the right to modify or temporarily discontinue your access to the Dashboard or portion thereof, or any Service, with or without prior notice to you. You agree that we shall not be liable to you or any third party for any modification of the Dashboard, the Services, this Agreement, or your access to the Dashboard or Services.
The Dashboard and Services are intended to be accessed and used only by individuals that have reached the legal age of majority in the jurisdiction where they are located, which may be 18 years or older, depending on the jurisdiction. You may not use or access this Dashboard or any Service unless you have reached the legal age of majority in the jurisdiction where you are located.

3. Dashboard and Services – Disclaimers

By using the Services, you understand and acknowledge that the investment results you could obtain from investment information and financial insights provided by Zoe cannot be guaranteed. All investments entail a risk of loss and you may lose money. While the financial insights we provide may assist in helping you manage your finances, you should consult with a professional investment advisor before making investment decisions or deciding on significant changes to your personal financial strategy.

At the sole discretion of Zoe, and for select users only, financial planning, investment management, wealth management, and other advisory services services may be offered or solicited through an Advisor in our network. All Advisors in our network are registered investment advisors in their respective state securities regulator and/or through the SEC. Your election to become a client of an advisor in our network is subject to your explicit enrollment and acceptance of a separate agreement with such Advisor (and their related fee schedule); all such services are separate from the Services provided pursuant to this Agreement.

4. Your Registration Information

In order to use our Dashboard or any of the Services, you will first need to create a Zoe user account (“Account”) through the Dashboard or opt-in through a marketing partner. To establish an account you must provide personal information (as defined in our Privacy Policy) that is collected on the secure enrollment page. See the Privacy Policy for further information.

5. Your Electronic Disclosure Consent

By providing your email to enroll for use of our Services, you consent to receive all notices and information regarding our Services and other offerings electronically. Electronic communications may be posted on our Dashboard and/or delivered to your registered e-mail address. All communications in electronic format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the communication. Your consent to receive communications electronically is valid until you end your relationship with Zoe as stated in Section 16. It is your responsibility to provide us with true, accurate and complete e-mail addresses, contact and other information related to this disclosure and to maintain and update promptly any changes in this information. You may print a copy of any electronic communications and retain it for your records. We reserve the right to terminate or change the terms and conditions on which we provide electronic communications and will provide you notice thereof in accordance with applicable law.

6. Cost of the Services

Your use of the Dashboard and related Services are offered free of charge. We may offer you additional Services, such as wealth management Services provided by Zoe network of advisors, which you may elect to participate in or not, for a fee. Zoe reserves the right, in its sole discretion, to amend or change its pricing policy for its current Services or any additional Services that we may offer. We are compensated by Advisors for referrals. See our Important Solicitation Disclosures for additional information regarding our receipt of such compensation.

7. Zoe Financial, Inc Satisfaction Guarantee

This offer is valid to individuals that hire a financial advisor directly throughZoe and maintain comprehensive financial advisory services for a minimum of three months. Offer is not valid for one-time financial planning arrangements (i.e. 1 time or hourly planning services). Max of one billing period of advisory fees (quarterly or monthly, based on the terms of the Advisor’s fee schedule) are refundable and are credited to the individual directly from Zoe (12 months of advisory fees for Users who hired a financial advisor directly through Zoe prior to May 17, 2024). Requests for refunds must be made to Zoe within a 24-month window between hire and terminate date. Credit is paid upon your provision of proof of paid advisory fees to Zoe.

8. Data and Integrity

The overall integrity and quality of the data presented by Zoe to you is an important element in providing you with a high quality and accurate picture of your personal finances. Zoe, however, is not responsible for and cannot guarantee the accuracy or timeliness of Account Information we retrieve on your behalf directly, from third party technology providers, from third party financial institutions where your accounts are held, or from third party research/market data providers used to provide the Services.

Zoe may not be able foresee or anticipate technical or other difficulties which may result in failure to obtain data, personalization settings or other Service interruptions. Zoe assumes no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, loss of user data, communications or personalization settings. Zoe encourages you to periodically confirm the valuation or execution price of particular investments through independent sources, such as an investment adviser, broker-dealer or other financial institution.

9. Other Obligations While You Use the Services

Confidentiality: You agree and understand that you are responsible for maintaining the confidentiality of your Account’s login information and password. You should also maintain appropriate anti-virus and anti-malware software on your computer, so that your Account login information is not compromised through your own negligence. If you receive evidence that someone has committed fraud by accessing your Account you must contact us IMMEDIATELY at [email protected].

Accurate and Up-to-Date Information: Our Services depend on your providing us with complete, accurate and up-to-date information, both now and in the future about yourself and your accounts. In turn, we will provide you with online security as described in our Privacy Policy. Those assurances are conditioned upon your provision of correct contact and Account information to us, and never misrepresenting to us your identity or Account registration information (e.g. for the use of your third-party websites and accounts).

You agree that you will NOT do any of the following: (i) engage in behavior that will put your personal information at unnecessary risk, such as leaving, transmitting, or publishing your Login or passwords; (ii) use our Dashboard, Services or any of your accounts for illegal purposes, (iii) use our Dashboard or Services to transmit anything that is unlawful, libelous, intended to harass or violate the rights of another; (iv) resell or make any commercial use of the Dashboard or Services, as they are intended solely for your use as an end user; (v) reverse engineer or decompile any technology associated with the Dashboard or Services, including but not limited to any software applications, Java applets or plug-ins associated with the Services; (vi) use any robot, spider, webcrawler, scraper, deep link or similar automated extraction or data gathering mechanism, program or tool to access, copy or monitor our Dashboard or Services or any portion thereof without our prior written consent; (vii) post or transmit any file or email which contains viruses, worms, Trojan horses or any other damaging or destructive elements; or (viii) create/register accounts or aggregate financial institutions with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper; ix) transfer or resell our Dashboard or Services.

Consent to Recording: You consent to the recording of any electronic or written correspondence and any or all telephone conversations between you, us and any of our Affiliates in connection with this Agreement or the Services and agree and understand that recordings may be submitted in evidence in any legal proceeding relating to this Agreement. For compliance and regulatory purposes, we reserve the right to keep an audit trail of all financial insights or investment advice that we provided to you.

10. Confidentiality and Feedback

We always welcome your correspondence, feedback, comments, complaints and suggestions (collectively, “Feedback”) as this will help us improve our Services. You agree that all Feedback becomes our confidential information (“Confidential Information”). In addition, any of our trade secrets, computer software, product specifications as well as any non-public technical, financial or business information that we share with you is also our Confidential Information. You agree not to disclose or share any of our Confidential Information with any third party, including, without limitation, any members of the press or colleagues. Feedback may be submitted to [email protected].

11. Third Party Software and Service Providers

To facilitate our provision of the Dashboard and Services, we license software, tools and Services from third-party providers. From time to time, we may revise this Agreement as requested by our third party providers and require that you agree to additional pass-through terms with respect to such third party providers. In the event that any use of the Services of such third party providers results in you leaving our Dashboard and entering the site of a third party provider, then you will be subject to the terms of Service or use and the Privacy Policy of such third party provider, so please review such terms carefully. Also, when you use or access the sites of your financial Services providers, you will be subject to their terms of use/Service and online policies, and your use of their Services constitutes your Agreement to their online terms and policies. Zoe may provide experiences on social media platforms such as Facebook®, Twitter® and LinkedIn® that enable online sharing and collaboration among users who have registered to use them. Any content you post, such as pictures, information, opinions, or any personal information that you make available to other participants on these social platforms, is subject to the terms of use and privacy policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.

12. Financial Services and Third-Party Offers

Some parts of the Services may, either today or in the future, be supported by advertising or marketing partnership relationships. We will always disclose when a particular Zoe third party offer is sponsored or when a third party compensates Zoe in connection with the sponsored offer.

13. Ownership, Copyright, and Trademark

The technology and content used to offer, or provided in connection with, the Services, including but not limited to our Dashboard, browser software plug-in, smart phone software and tablet software, are either owned by us or licensed by us from third party licensors. Such content includes the look and feel of our Dashboard, all our promotional materials, and in general includes all text, graphics, photographs, illustrations, images, videos, tutorials, notices, software and other content, which is protected by the copyright law of the United States and international treaties, trademark and patent laws, and other intellectual property laws. As part of the Services, we grant you a nonexclusive, limited, royalty-free, revocable license during the term of this Agreement to use our Dashboard content strictly to facilitate your personal, non-commercial use of our Services. Zoe, the Zoe logo and other marks are our registered trademarks and Service marks. All other product names and company logos found on promotional materials are the trademarks or Service marks of their respective owners. Except as indicated in this paragraph, you may not copy, reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any of our content, information or trademarks without our express, written consent.

14. Disclaimer of Representation and Warranty; Disclaimer of Liability

NOTWITHSTANDING ANYTHING STATED IN THIS AGREEMENT TO THE CONTRARY, ZOE, LICENSORS AND AGENTS REPRESENT THAT THE ZOE SERVICES AND THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. ZOE, ITS LICENSORS AND AGENTS ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU, OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DATA AND DOCUMENTS WHICH ARE REFERENCED BY, LINKED TO OR PROVIDED BY OR THROUGH THE SERVICES AND/OR THE WEBSITE. ZOE, ITS LICENSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITATION, ZOE DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM OUR SITE IS AT YOUR SOLE RISK.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ZOE, ITS LICENSORS AND AGENTS WILL NOT BE LIABLE FOR THE ACCURACY OR RELIABILITY OF ANY DATA, INFORMATION OR CONTENT, FOR ANY SERVICES INTERRUPTIONS, OR FOR ANY FAILURE OR DELAY RESULTING FROM ANY ACTS OF FORCE MAJEURE OR ACTS THAT ARE OTHERWISE OUTSIDE OF ZOE’S OR ITS LICENSORS’ OR AGENTS’ REASONABLE CONTROL, OR ANY INTERNET OR TELECOMMUNICATIONS FAILURE OR YOUR INABILITY TO ACCESS THE SERVICES OR THE WEBSITE. NOR CAN ZOE OR ITS AFFILIATES, LICENSORS OR AGENTS GUARANTEE THE COMPLETE SECURITY OF THE SERVICES OR THE WEBSITE, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR THAT ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. YOU AGREE THAT ANY DOWNLOADS OF CONTENT OR MATERIALS RELATED TO THE SERVICES OR THE WEBSITE IS DONE AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF OR ACCESS TO ANY SUCH MATERIALS. IN ADDITION, WE CANNOT ALWAYS ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES WITH THE SERVICES, EITHER PRESENTLY OR AS THEY EVOLVE; THE SERVICES MAY CONTAIN BUGS, ERRORS OR OTHER PROBLEMS, WHICH MAY RESULT IN LOSS OF DATA OR SETTINGS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NEITHER ZOE NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THIS WEBSITE. NEITHER ZOE NOR ITS CONTENT PROVIDERS SHALL BE CONSIDERED AN “EXPERT” UNDER THE SECURITIES ACT OF 1933. NEITHER ZOE NOR ITS CONTENT PROVIDERS WARRANT THAT THIS WEBSITE COMPLIES WITH THE REQUIREMENTS OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, THE SECURITIES AND EXCHANGE COMMISSION OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF ZOE, ITS AFFILIATES, LICENSORS AND AGENTS TO YOU SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). ZOE, ITS LICENSORS AND AGENTS SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR DAMAGES MEASURED BY LOST PROFITS, OR FOR DAMAGES FOR LOST OPPORTUNITY, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA OR OTHER INTANGIBLE OR SPECULATIVE LOSSES, EVEN IF ZOE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR THE WEBSITE; THE COST OF SUBSTITUTE GOODS OR SERVICES; ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANYONE RELATED TO THE SERVICES; THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR ANY PROVIDER OR THIRD PARTY WEBSITE, OR ANY OTHER MATTER RELATING TO THE SERVICES OR THE WEBSITE. SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OR EXCLUSION OF CERTAIN CATEGORIES OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

THE SERVICES MAY BE AVAILABLE THROUGH A COMPATIBLE MOBILE DEVICE, INTERNET AND/OR NETWORK ACCESS AND MAY REQUIRE SOFTWARE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THESE REQUIREMENTS, INCLUDING ANY APPLICABLE CHANGES, UPDATES AND FEES AS WELL AS THE TERMS OF YOUR AGREEMENT WITH YOUR MOBILE DEVICE AND TELECOMMUNICATIONS PROVIDER. ZOE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

NOTWITHSTANDING ANYTHING THAT MAY BE TO THE CONTRARY HEREIN, FEDERAL LAWS AND CERTAIN STATE SECURITIES LAWS IMPOSE LIABILITIES UNDER CERTAIN CIRCUMSTANCES ON PERSONS WHO ACT IN GOOD FAITH, AND NOTHING IN THIS AGREEMENT PURPORTS TO WAIVE OR LIMIT ANY RIGHTS THAT YOU MAY HAVE UNDER THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED (THE “ADVISERS ACT”) AND ANY OTHER APPLICABLE SECURITIES LAWS. NOTHING IN THIS PARAGRAPH SHALL BE CONSTRUED TO WAIVE OR LIMIT THE ZOE’S FIDUCIARY DUTY UNDER OR COMPLIANCE WITH THE ADVISERS ACT, OR YOUR PROTECTIONS THEREUNDER. YOU ARE ENCOURAGED TO SEEK ADVICE OF COUNSEL IF YOU BELIEVE YOU HAVE SUFFERED DAMAGES AS A RESULT OF RECEIVING SERVICES HEREUNDER.

16. Ending Your Relationship with Zoe

This Agreement will continue to apply until terminated by either you or us as set out below. If you want to terminate your legal Agreement with us, you may do so by closing your Account.

Please use the directions below to close your Account:

Email [email protected] from the email address associated with your Account, indicating “CANCEL” in the subject line of the message. After confirming you are the Account owner we will remove your accounts, transactions, and login information from our records and will only continue to retain such information as we are required by law to retain.

We reserve the right to terminate our legal Agreement with you (by providing an email notice of such termination): (i) if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement); (ii) if we believe we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (iii) if we no longer offer any of the Services you utilize; (iv) if you no longer agree to the terms and conditions of this Agreement; or (v) for any other reason or no reason, in our sole and absolute discretion. The termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.

17. Governing Law and Venue

This Agreement and any Services provided hereunder will be governed exclusively by the laws applicable in the State of California, excluding its provisions on conflicts or choice of law. Subject to the arbitration provision below, you irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the state courts in San Mateo County, California or federal court for the Northern District of California with respect to any dispute or litigation arising under this Agreement or as the result of any Services.

18. Arbitration

ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF, OR RELATING TO THE SERVICES, THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION RATHER THAN A COURT IN SAN JOSE, CALIFORNIA BEFORE A SOLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO STREAMLINED ARBITRATION RULES AND PROCEDURES, AND THE ARBITRATOR SHALL APPLY THE LAWS APPLICABLE IN THE STATE OF CALIFORNIA. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION AS SPECIFIED ABOVE UNDER “GOVERNING LAW AND VENUE.” THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING INJUNCTIONS OR OTHER FORMS OF EQUITABLE RELIEF OR PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. YOU AGREE THAT ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU ARE WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. IN ANY ARBITRATION, THE ARBITRATOR MAY, IN THE AWARD, ALLOCATE ALL OR PART OF THE COSTS OF THE ARBITRATION, INCLUDING THE FEES OF THE ARBITRATOR AND THE REASONABLE ATTORNEYS’ FEES OF THE PREVAILING PARTY, AND SHALL DETERMINE THE PREVAILING PARTY FOR THIS PURPOSE.

19. Claims of Copyright and Trademark Infringement

If you believe that your intellectual property is being used on the website or the Dashboard in a way that constitutes copyright infringement, please provide our Designated Agent (set forth below) the following information (as required by Section 512(c)(3) of the Digital Millennium Copyright Act):

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
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 Zoe to locate the material on our website or the Dashboard;
Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address, if different from your registered profile with Zoe;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you, your agent, or the law; and
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 owner of an exclusive right that is allegedly infringed.

The information specified above must be sent to Zoe’s Designated Agent, whose contact information is as follows:

Attention: Privacy & Security

Zoe Financial and its wholly owned subsidiaries

666 Third Ave, 6th Floor, New York, NY 10017

Call (646) 680-9244

Visit www.zoefin.com

Email us at [email protected]

Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims. Any information or correspondence that you provide may be shared with third parties, including the person who provided the allegedly infringing material. Upon receipt of a bona fide infringement notification by the Designated Agent, we will remove or disable access to the infringing material, notify the user that it has removed or disabled access to the material, and, for repeat offenders, to terminate such user’s access to the Service.

If you believe that your content should not have been removed for alleged copyright infringement, you may send Zoe’s Designated Agent a written counter-notice with the following information:

Identification of the copyrighted work that was removed, and the location on the website or Dashboard where it would have been found prior to its removal;
A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification; and
Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).

If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.

20. Changes of Terms

We may revise this Agreement at any time, and therefore we suggest that you check this Agreement from time to time. We may notify you of any changes at the e-mail address associated with your Account and you agree to accept email communications, links to and/or our posting of any revised Agreement on our Dashboard, and you agree that any of these means of our communicating a change in the Agreement constitutes adequate notice to you. Your continued access or use of the Dashboard or any of the Services indicates your Agreement to be bound by any such revisions.

21. Indemnification

You agree to indemnify, defend and hold us and any of our affiliates, licensors and agents, and all of their officers, directors, employees, agents, information providers and licensors harmless from and against any and all third-party claims, damages, liability and costs (including attorneys’ fees and costs) incurred by any of these parties that arise out of or are caused by your use of our Services and/or our Dashboard, your violation of this Agreement, your infringement of any intellectual property rights, or violation by any user of your Account. In the event that there are third party claims against you for which you properly seek damages from us under this Agreement, or we are subject to any claim for which we have the right to be indemnified by you, we reserve the right at our expense in the case of claims by third parties against you, and at your expense in the case of claims for which we have the right to be indemnified by you, to assume the exclusive defense and control of any such claim, and you agree that in any event no such claim can be settled without our written consent.

22. Not a Legal or Tax Advisor

We make managing your personal finances convenient and as streamlined as possible. However, neither we nor our Services give, offer or render tax or legal advice. Before making financial or investment decisions, we recommend that you contact an investment advisor, or tax or legal professional. Zoe separately offers and provides investment advice.

23. Waiver and Severability

We do not waive our rights by delaying or failing to exercise them at anytime. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected.

24. Section Headings

Section headings in this Agreement are for convenience of reference only, and shall not govern the interpretation of any provision of this Agreement.

25. English Language Controls

Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

26. Entire Agreement

The Agreement, including the separate Privacy Policy and any other documents referred to herein, represents the entire understanding between both you and us regarding the Services (as defined herein) and the subject matter hereof and supersedes any prior statements or representations. In the event of a conflict between the terms of this Agreement and the terms of an exhibit, amendment, schedule, addendum or disclosure, the terms of the exhibit, amendment, schedule, addendum or disclosure shall prevail but, solely as to the subject matter herein