Terms of Service

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE AND A CLASS ACTION WAIVER (SEE SECTION 16), IMPORTANT LIMITATIONS RELATING TO ARTIFICIAL INTELLIGENCE FEATURES (SEE SECTIONS 4.4 AND 14.5), AND TERMS REGARDING PRICING CHANGES (SEE SECTION 8.4). BY CREATING AN ACCOUNT OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

1. Introduction

Welcome to HenZoe, a youth sports and activity club management platform operated by HenZoe LLC, a California limited liability company ("HenZoe," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the HenZoe platform, including all associated websites, mobile applications, application programming interfaces, and related services (collectively, the "Service").

Access to HenZoe is granted through an invitation from a registered club or organization ("Club"), by joining a class through an authorized enrollment link, or through an access grant issued as described in Section 3.2.

2. Definitions

As used in these Terms, the following capitalized terms have the meanings set forth below:

"Admin": A Club representative authorized to manage the Club's HenZoe account, including user management, class creation, and organizational settings.
"Club" or "Organization": A youth sports club, league, academy, sports organization, dance studio, music school, martial-arts academy, or other youth activity organization that has registered as a tenant on the HenZoe platform.
"Coach": An individual authorized by a Club to manage classes, sessions, attendance, and player development within the Service.
"Content": Any text, images, photographs, files, documents, messages, assessments, data, or other materials submitted, uploaded, posted, or transmitted through the Service.
"Intellectual Property Rights": All patent rights, copyrights, trademark rights, trade secret rights, and any other intellectual property or proprietary rights recognized under any applicable law.
"Parent" or "Guardian": A parent or legal guardian of a Student who uses the Service to manage their child's participation in Club programs.
"Student" or "Player": A youth participant in a Club's program (whether sport, performing arts, or other activity) whose information is managed on the Service by a Parent or authorized Club staff. A Student aged 13 or older may be granted their own account where that feature is enabled.
"User": Any individual who creates or holds a HenZoe account, including Admins, Coaches, Parents, Students with their own access, and Super Admins.

3. Eligibility and Account Registration

3.1. Age Requirement. You must be at least thirteen (13) years of age to create or hold a HenZoe account. The Service is intended for a general audience, is not directed toward children under the age of 13, and children under the age of 13 are not permitted to create or hold accounts. A User who is between 13 and 17 years of age may use the Service only where their access has been granted for them by a parent, legal guardian, or authorized Club staff, and such access may be limited to reduced, age-appropriate functionality. By creating an account, you represent that you meet the applicable age requirement. If you grant a Student access to the Service or permit a Student to use it, you agree to these Terms on the Student's behalf and are responsible for the Student's use of the Service. If you create an account to manage a Student's participation in Club programs, you additionally confirm that you are the Student's parent or legal guardian, or that you have permission from the parent or guardian to manage the account on their behalf.

3.2. Account Creation. Accounts are created exclusively through one of the following authorized methods:

(a) Accepting an email invitation from a Club Admin or Coach;
(b) Joining a class through an authorized enrollment link provided by a Club;
(c) Signing in via Google OAuth, where enabled by the Club; or
(d) Accepting an access grant issued for a Student aged 13 or older by the Student's parent, legal guardian, or Club, where that feature is enabled.

3.3. Account Security. You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify your Club Admin immediately upon becoming aware of any unauthorized access to or use of your account.

3.4. Account Restrictions. You may not (a) share your account credentials with any third party, (b) create more than one account per individual, (c) transfer or assign your account to another person, or (d) use another person's account without authorization.

3.5. Accuracy of Information. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. HenZoe reserves the right to suspend or terminate accounts containing materially inaccurate or fraudulent information.

4. Use of the Service

4.1. Permitted Uses

You may use the Service solely for its intended purposes, which include:

Managing your child's enrollment in Club programs, classes, and events
Communicating with coaches, club staff, and other parents through in-app messaging
Tracking attendance, skill assessments, achievements, and player development
Responding to session and event invitations (RSVPs)
Viewing announcements, schedules, and updates from your Club
Managing volunteer duties, team events, and tryout registrations
Administering Club operations (for Admins and Coaches)

4.2. Prohibited Uses

You agree that you will NOT:

(a) Use the Service for any purpose that is unlawful or prohibited by these Terms;
(b) Upload, post, or transmit any Content that is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
(c) Harass, bully, threaten, stalk, or intimidate any other User;
(d) Impersonate any person or entity, or falsely represent your identity or affiliation with any person, entity, or Club;
(e) Misrepresent your relationship to a Student, including falsely claiming to be a parent, guardian, or authorized representative;
(f) Attempt to access another User's account, another Club's data, or any non-public areas of the Service without authorization;
(g) Upload or transmit any malware, virus, worm, trojan, or other malicious code;
(h) Upload files exceeding applicable size limits (5 MB for profile images; 100 MB for chat attachments);
(i) Scrape, crawl, spider, or use any automated means to access or extract data from the Service;
(j) Interfere with, disrupt, or impose an unreasonable burden on the Service's infrastructure;
(k) Use the Service, including any outbound email, announcement, or messaging feature, for commercial advertising, solicitation, promotion, fundraising unrelated to the Club, unsolicited bulk or "spam" email, or any communication that is not legitimate Club operational communication;
(l) Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
(m) Remove, obscure, or alter any copyright, trademark, or other proprietary notices on the Service; or
(n) Assist, encourage, or enable any third party to do any of the foregoing.

4.3. Chat and Messaging

Messages sent through HenZoe class channels and direct messages are visible to other participants in the conversation. Coaches and Club Admins may monitor and moderate chat content. Users may report inappropriate messages, which will be reviewed by Club staff. HenZoe reserves the right to remove Content that violates these Terms. Chat attachments (images, videos, and documents) are automatically deleted after 6 months.

4.3a. Outbound Email from Coaches and Admins

The Service allows Coaches and Club Admins (and the Zoe AI assistant acting on their behalf) to compose and send outbound email to Parents and other members of their Club. This feature is provided solely for legitimate Club operational communication, such as schedule changes, session and event notices, payment and enrollment matters, roster updates, and other administrative messages relating to a member's participation in the Club. Your use of this feature is subject to the following terms, which apply in addition to the rest of these Terms (including the prohibited uses in Section 4.2):

(a) Operational Use Only. You may send outbound email only to members of your Club who have a current relationship with the Club through the Service, and only for the operational purposes described above. You may NOT use outbound email for advertising, marketing, promotions, commercial solicitation, fundraising unrelated to the Club, political messaging, chain messages, unsolicited bulk email, or any other "spam." You may not send to addresses you obtained outside of your Club's membership on the Service, and you may not import, purchase, or use external recipient lists.

(b) Accurate Identification and Unsubscribe. Every outbound email identifies the sending Club and is transmitted by HenZoe on the Club's behalf. You may not falsify, disguise, or misrepresent the sender, subject, or routing of any message. Recipients may unsubscribe from non-essential communications, and HenZoe will honor unsubscribe and suppression requests; you may not attempt to circumvent these controls or re-send to a recipient who has opted out or whose address has been suppressed.

(c) AI Moderation, Blocking, and Bounces. All outbound email composed through the Service, whether written by a person or drafted by Zoe, is automatically screened by an AI-based content moderation system before transmission. HenZoe may block, hold for review, modify, refuse to send, or bounce back any message that the system or HenZoe determines may violate these Terms, applicable law, or HenZoe's acceptable-use requirements, including content that is promotional, deceptive, harassing, threatening, or otherwise prohibited. Moderation is automated and may produce errors; where a message is blocked, you will be shown a reason and may request human review. HenZoe does not guarantee that any email will be delivered, and email may also be delayed, filtered, or rejected by the recipient's email provider.

(d) Your and Your Club's Responsibility. Outbound email is a communication of the sending Club. The Club and the individual who composes a message are responsible for its content and for complying with all applicable anti-spam, privacy, and electronic-communication laws (including, where applicable, the U.S. CAN-SPAM Act). HenZoe provides the technical sending controls (sender identification, unsubscribe handling, suppression, and a physical-address footer) but does not assume the Club's legal responsibilities as a sender.

(e) Abuse Leads to Suspension. Misuse of the outbound email feature, including sending spam, advertising, prohibited content, sending to non-members, or repeatedly triggering bounces, complaints, or moderation blocks, may result in throttling, suspension of the feature, or suspension or termination of your account or your Club's account under Section 12, without limiting any other remedy available to HenZoe.

4.4. Artificial Intelligence Features (Zoe)

The Service includes AI-powered assistant features (collectively, "Zoe") that help Users complete platform tasks, summarize information, draft messages, and propose actions. Your use of Zoe is subject to the following terms, which apply in addition to the rest of these Terms:

(a) Confirmation Before Action. Zoe is designed to propose actions for your review (such as sending a message, scheduling an event, recording attendance, or updating a profile) and to seek your explicit confirmation before any action that affects your account, your child's profile, another User, or your Club is executed. You are solely responsible for reviewing each proposed action and deciding whether to confirm or reject it. By confirming a proposed action, you authorize the Service to execute that action on your behalf and you accept responsibility for the result.

(b) Accuracy and Limitations. AI-generated output may be incomplete, inaccurate, outdated, biased, or otherwise unreliable, and may include "hallucinated" content that appears plausible but is not factual. While HenZoe takes commercially reasonable measures (including human-in-the-loop confirmation steps and ongoing quality improvements) to reduce the likelihood of AI errors, AI systems can and do make mistakes. You should independently verify any factual claim, schedule, name, date, amount, medical note, contact detail, payment instruction, or other material output from Zoe before relying on it.

(c) No Professional Advice. Zoe does not provide medical, legal, financial, coaching, safety, child-welfare, or other professional advice. AI output is provided for informational and operational convenience only and is not a substitute for the judgment of a qualified professional, the judgment of Club staff, or your own judgment as a parent or guardian.

(d) Your Responsibility for AI-Driven Actions. You are responsible for any decision you make or action you take based on AI output, including any action you confirm Zoe to execute on your behalf. To the maximum extent permitted by applicable law, the HenZoe Parties (as defined in Section 14) disclaim all liability for losses, harms, claims, or damages arising from (i) AI output, (ii) your reliance on AI output, or (iii) actions executed by the Service following your confirmation of a Zoe proposal. See also Section 14.5.

(e) Data Used by Zoe. When you interact with Zoe, your prompts, conversation history, and the data already visible to your account (which may include information about your child, your Club, schedules, payments, and messages) may be processed by Zoe and by underlying AI service providers acting as our sub-processors under contractual confidentiality and data protection terms, solely to generate responses for you and to improve the reliability of the Service. Zoe processing is further described in our Privacy Policy.

(f) Changes to AI Features. AI features are evolving. HenZoe may add, modify, restrict, or remove AI features at any time and may impose reasonable usage limits, including rate limits or tier-based access.

5. Content and Intellectual Property

5.1. Your Content

You retain all ownership rights in Content you submit to the Service. By submitting Content, you grant HenZoe a limited, non-exclusive, worldwide, royalty-free, sublicensable license to use, store, reproduce, process, display, and transmit such Content solely as necessary to provide, maintain, and improve the Service. This license terminates when your Content is deleted from the Service, except to the extent required for backup, archival, or legal compliance purposes.

5.2. Responsibility for Content

You are solely responsible for all Content you submit through the Service. You represent and warrant that you have all necessary rights and permissions to submit such Content and that your Content does not violate the rights of any third party.

5.3. Platform Intellectual Property

The Service, including its software, source code, design, user interface, features, graphics, logos, and documentation, is the proprietary property of HenZoe LLC and is protected by United States and international copyright, trademark, patent, trade secret, and other Intellectual Property Rights. Except for the limited rights expressly granted herein, HenZoe reserves all rights in and to the Service. No license or right is granted to you by implication, estoppel, or otherwise.

5.4. Club Data Ownership

Each Club retains ownership of its organizational data, including student records, class information, enrollment data, attendance records, assessments, and program configurations. HenZoe uses each Club's organizational data to provide and operate the Service for that Club, and collects, uses, and shares personal information processed through the Service as described in our Privacy Policy.

5.5. Feedback

If you provide HenZoe with feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant HenZoe a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback without obligation or compensation to you.

6. Student and Child Data

6.1. Parents and Guardians are solely responsible for the accuracy and completeness of information they provide about their children, including names, dates of birth, gender, medical notes, and emergency contact details.

6.2. Student data is entered and managed by Parents, Guardians, or authorized Club staff (Coaches and Admins). Where a parent, legal guardian, or Club has granted a Student aged 13 or older their own access under Section 3.1, that Student may view their own information and use limited self-service features (such as responding to session invitations) for themselves only.

6.3. Our collection, use, and protection of personal information, including information about Students, is described in our Privacy Policy. By adding a Student to the Service, you affirm that you are the Student's parent or legal guardian, or authorized Club staff acting with appropriate permission, and that you are responsible for the accuracy of the information you provide.

6.4. Medical notes provided for Students are collected and used for safety purposes during Club activities. HenZoe does not use medical information for marketing and does not disclose it outside the Student's Club except to service providers that help us operate and secure the Service, or as otherwise described in our Privacy Policy or required by law.

7. Co-Parent and Shared Access

7.1. A primary Parent may invite a co-parent or additional guardian ("Co-Parent") to share access to a Student's profile. The primary Parent controls the permissions granted to the Co-Parent, which may include the ability to view or manage the Student's profile, enrollment, RSVPs, and chat participation.

7.2. The primary Parent may modify or revoke Co-Parent access at any time through the Parent portal.

7.3. Co-Parents are bound by these Terms and must accept the Terms of Service and Privacy Policy before accessing the Service.

8. Memberships and Payments

8.1. Clubs may require membership fees for participation in programs. Membership plans (including monthly, quarterly, or annual billing cycles) and pricing are determined and managed by each Club independently.

8.2. Payment processing, refund policies, billing disputes, and all financial matters are managed directly by the applicable Club, not by HenZoe. For payment-related inquiries, please contact your Club Admin.

8.3. HenZoe is not a party to any payment transaction between Users and Clubs. HenZoe disclaims all liability for fees charged by Clubs, payment disputes, refund claims, or billing errors.

8.4. Pricing Changes

(a) Club Fees. Membership fees, program fees, drop-in rates, and other amounts charged by Clubs are set independently by each Club and may be changed by the Club at any time. Notice of changes to Club fees, and any associated refunds or credits, are the responsibility of the applicable Club.

(b) HenZoe Subscription Pricing. Pricing for HenZoe's own subscription plans, tiers, per-user fees, transaction fees, payment-processing pass-through fees, and feature add-ons (collectively, "HenZoe Subscription Fees") is published on our website or in your Club account and is subject to change at any time. We will use commercially reasonable efforts to provide advance notice of material increases to HenZoe Subscription Fees by email to the Club's billing contact or through an in-product notice before the change takes effect. The current HenZoe Subscription Fees in effect at the start of each billing period apply to that billing period. Continued use of the Service after a pricing change becomes effective constitutes acceptance of the revised pricing. If a subscribing Club does not agree to a pricing change, the Club's sole remedy is to cancel its subscription (see Section 8.5(b)) before the effective date of the change.

(c) Promotional Pricing, Trials, and Discounts. Promotional rates, free trials, founder pricing, beta pricing, and discounts may be offered, modified, or discontinued at our discretion and are subject to any additional terms presented at the time of offer. Promotional pricing does not guarantee the same pricing on renewal.

(d) Taxes and Pass-Through Fees. Quoted prices do not include taxes or third-party processing fees unless expressly stated. We may pass through changes in payment-processor fees, sales tax, or similar third-party charges without separate advance notice.

(e) No Refund Obligation by HenZoe. Except where required by applicable law, HenZoe Subscription Fees already paid for the current billing period are non-refundable. Refunds for Club Fees are governed by the applicable Club's refund policy, not by HenZoe.

8.5. Subscription Term, Auto-Renewal, and Cancellation

(a) Auto-Renewal. Paid HenZoe subscriptions begin on the start date selected at sign-up and automatically renew for successive billing periods of the same length (for example, monthly or annual, as selected) at the then-current HenZoe Subscription Fees, unless cancelled before the end of the current billing period. By subscribing, the subscribing Club authorizes HenZoe, through its payment processor, to charge the Club's payment method on file at the start of each renewal period.

(b) How to Cancel. A subscribing Club may cancel its HenZoe subscription at any time from its billing settings or by emailing contact@henzoe.com. Cancellation takes effect at the end of the then-current paid billing period, and the subscription will not renew for the following period.

(c) Effect of Cancellation. Cancellation stops future renewal charges but does not entitle the Club to a refund or proration of fees already paid for the current billing period (see Section 8.4(e)). The Club retains access to paid features through the end of the period for which it has already paid.

9. File Uploads

9.1. You may upload profile images and chat attachments through the Service. Uploaded files are stored securely using encrypted storage and delivered through a content delivery network ("CDN").

9.2. You represent and warrant that any files you upload (a) do not infringe the rights of any third party, (b) do not contain illegal, harmful, or offensive content, and (c) are free from malware, viruses, or other malicious code.

9.3. HenZoe reserves the right to scan, review, and remove uploaded Content that violates these Terms, without prior notice.

10. Third-Party Services

10.1. The Service integrates with third-party services, including Amazon Web Services, Google OAuth, Google Maps, and our payment processor, Stripe. Your use of these third-party services is subject to their respective terms of service and privacy policies.

10.2. The Service may contain links to third-party websites. HenZoe does not control, endorse, or assume responsibility for third-party websites or their content, and your access to such websites is at your own risk.

10.3. HenZoe is not liable for any damages, losses, or claims arising from your use of any third-party service or website.

11. Service Availability

11.1. HenZoe will use commercially reasonable efforts to maintain the availability of the Service but does not guarantee uninterrupted, error-free, or secure access to the Service at all times.

11.2. We may modify, update, suspend, or discontinue any feature of the Service at any time, with or without notice. For material changes that significantly affect User functionality, we will make reasonable efforts to provide advance notice.

11.3. Scheduled maintenance windows will be communicated in advance when practicable.

12. Account Suspension and Termination

12.1. Termination by You. You may delete your HenZoe account at any time from within the app: open the avatar menu and select Delete my account. If you belong to more than one Club, you may instead leave an individual Club while keeping your account. You may also request account deletion by contacting your Club Admin or by emailing contact@henzoe.com. Upon deletion, your personal data will be removed from the Service in accordance with our Privacy Policy.

12.2. Termination by Your Club. Club Admins may deactivate, suspend, or remove User accounts within their organization at their discretion.

12.3. Termination by HenZoe. We reserve the right to suspend or terminate your account, with or without prior notice, if we reasonably believe that you have violated these Terms, engaged in fraudulent or illegal activity, or if continued access poses a risk to the Service, other Users, or HenZoe. Where practicable, we will provide notice to you and your Club Admin prior to termination.

12.4. Effect of Termination. Upon termination of your account: (a) your right to access and use the Service immediately ceases; (b) your personal data will be deleted in accordance with our Privacy Policy; and (c) certain records (such as historical attendance data and anonymized assessment summaries) may be retained in anonymized form for Club record-keeping purposes. Sections 5, 12.4, 13, 14, 15, 16, 17 through 22, 24, and 25 of these Terms shall survive termination.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. HENZOE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

HENZOE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. HENZOE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HENZOE OR THROUGH THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

14. Limitation of Liability

14.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HENZOE LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS (COLLECTIVELY, THE "HENZOE PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE HENZOE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE HENZOE PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO HENZOE, IF ANY, IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS (USD $100.00).

14.3. HenZoe is not responsible for the actions, omissions, or conduct of Club staff, coaches, other Users, or any third party on or in connection with the Service. Each Club is solely responsible for the conduct of its authorized personnel.

14.4. THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE LIABILITY OF THE HENZOE PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

14.5. Artificial Intelligence Output and Confirmed Actions. Without limiting Sections 14.1 through 14.4, you acknowledge and agree that AI-generated output may contain errors, omissions, or inaccuracies, and that you bear sole responsibility for reviewing AI output and any action you confirm based on it. To the maximum extent permitted by applicable law, the HenZoe Parties shall have no liability for: (a) any output, suggestion, summary, draft, recommendation, or proposed action generated by Zoe or other AI features of the Service; (b) any action executed by the Service after you (or any other authorized User) confirmed a proposal made by Zoe; (c) any decision you make in reliance on AI output; or (d) any failure of Zoe to detect, prevent, or correct an error in its own output. The aggregate liability cap in Section 14.2 applies in full to any claim that survives this Section 14.5.

15. Indemnification

You agree to indemnify, defend, and hold harmless the HenZoe Parties from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your use of or access to the Service; (b) your violation of these Terms; (c) your violation of any applicable law, rule, or regulation; (d) your Content; (e) your violation of the rights of any third party; or (f) any misrepresentation made by you. HenZoe reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

16. Dispute Resolution and Arbitration

16.1. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law provisions.

16.2. Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact HenZoe at contact@henzoe.com and attempt to resolve the dispute informally for at least thirty (30) days. Most disputes can be resolved through this informal process.

16.3. Binding Arbitration

If a dispute cannot be resolved informally, you and HenZoe agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") shall be resolved exclusively through final and binding arbitration, rather than in court, except as set forth in Section 16.5 below.

Arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, which are available at www.adr.org. The arbitration shall be conducted by a single arbitrator in Sacramento County, California, or, at your election, by telephone, videoconference, or online, consistent with the AAA Rules and these Terms.

16.4. Class Action and Jury Trial Waiver

YOU AND HENZOE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

YOU AND HENZOE EACH WAIVE THE RIGHT TO A TRIAL BY JURY.

16.5. Exceptions to Arbitration

Notwithstanding the foregoing, either party may bring an individual action in small claims court for Disputes within the court's jurisdiction. Either party may also seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's Intellectual Property Rights.

16.6. Opt-Out Right

You may opt out of the arbitration and class action waiver provisions in this Section 16 by sending written notice to HenZoe at contact@henzoe.com within thirty (30) days of first accepting these Terms. Your notice must include your name, account email address, and a clear statement that you wish to opt out of arbitration. If you opt out, you and HenZoe agree to submit to the exclusive jurisdiction of the state and federal courts located in Sacramento County, California.

16.7. Arbitration Fees

Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules. If the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the arbitrator may award fees and expenses to the prevailing party.

17. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall continue in full force and effect.

18. Entire Agreement

These Terms, together with the Privacy Policy and any other agreements or policies referenced herein, constitute the entire agreement between you and HenZoe with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.

19. Waiver

The failure of HenZoe to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and HenZoe's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

20. Assignment

You may not assign or transfer these Terms, in whole or in part, without the prior written consent of HenZoe. HenZoe may assign or transfer these Terms, in whole or in part, without restriction and without notice to you. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

21. Force Majeure

HenZoe shall not be liable for any delay or failure to perform its obligations under these Terms resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, cyberattacks, or third-party service provider outages.

22. Electronic Communications

By creating an account on HenZoe, you consent to receive electronic communications from HenZoe, including invitations, notifications, announcements, and transactional messages sent via the Service or to your registered email address. You agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.

23. Changes to These Terms

23.1. We may update these Terms from time to time. When we do, we will update the "Last Updated" date and version number at the top of this document.

23.2. For material changes, we will notify you through the Service and require you to review and accept the updated Terms before continuing to use HenZoe.

23.3. Your continued use of the Service after accepting updated Terms constitutes your agreement to the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

24. DMCA / Copyright Policy

24.1. HenZoe respects the intellectual property rights of others and expects Users to do the same. We respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512.

24.2. Notice of Infringement. If you believe that Content available through the Service infringes a copyright you own or are authorized to act on behalf of, you may submit a written notice to our designated Copyright Agent (Section 24.5) that includes: (a) identification of the copyrighted work you claim has been infringed; (b) identification of the material you claim is infringing and information reasonably sufficient to allow us to locate it on the Service (such as a URL or description); (c) your contact information, including your name, mailing address, telephone number, and email address; (d) a statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; (e) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorized to act on the owner's behalf; and (f) your physical or electronic signature.

24.3. Removal and Counter-Notification. Upon receipt of a valid notice, we may remove or disable access to the allegedly infringing material and will make reasonable efforts to notify the User who submitted it. If you believe your Content was removed or disabled as a result of mistake or misidentification, you may submit a counter-notification to our Copyright Agent that includes: (a) your physical or electronic signature; (b) identification of the material that was removed and the location at which it appeared before removal; (c) a statement, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification; and (d) your name, mailing address, telephone number, a statement that you consent to the jurisdiction of the federal court in Sacramento County, California, and a statement that you will accept service of process from the person who provided the original notice or that person's agent. We may restore the removed Content as permitted by 17 U.S.C. § 512(g).

24.4. Repeat Infringers. In appropriate circumstances and at our discretion, we will suspend or terminate the accounts of Users who are determined to be repeat infringers.

24.5. Designated Copyright Agent. Notices and counter-notifications under this Section must be sent to:

25. App Store and Google Play Additional Terms

These additional terms apply when you download or use the HenZoe mobile application (the "App") from the Apple App Store or Google Play. In the event of any conflict between this Section and the rest of these Terms with respect to the App, this Section controls for App Store and Google Play matters.

25.1. Agreement Is With HenZoe Only. These Terms are concluded between you and HenZoe LLC only, and not with Apple Inc. ("Apple") or Google LLC ("Google"). HenZoe, not Apple or Google, is solely responsible for the App and its content.

25.2. Scope of License. The license granted to you for the App is a limited, non-transferable license to use the App on any Apple-branded or Android device that you own or control, as permitted by the Apple App Store Usage Rules or the Google Play terms, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing where applicable.

25.3. Maintenance and Support. HenZoe is solely responsible for providing any maintenance and support services for the App. Apple and Google have no obligation whatsoever to furnish any maintenance or support services for the App.

25.4. Warranty. HenZoe is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in Section 13. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App's purchase price (if any) to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.

25.5. Claims. HenZoe, not Apple or Google, is responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; (c) claims arising under consumer protection, privacy, or similar legislation; and (d) intellectual property infringement claims, which are governed by Section 15.

25.6. Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable third-party terms when using the App.

25.7. Third-Party Beneficiaries. You acknowledge and agree that Apple and Apple's subsidiaries, and Google and Google's subsidiaries, are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple and Google will each have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

26. Contact Information

If you have questions about these Terms of Service, please contact us:

HenZoe LLC Email: contact@henzoe.com Phone: (949) 810-6886 Address: 2108 N ST, STE N, Sacramento, CA 95816, United States