TERMS OF SERVICE

Thank you for choosing the services provided by Zoe Blueprint, also known as "Zoe Blueprint," "ZOE BLUEPRINT," "we," "our," or "us." Please take the time to carefully review these Terms and Conditions, as they constitute a legal agreement between you (referred to as "You," "Your," or "Yours" in this document) and Zoe Blueprint. By accepting these terms electronically (such as by clicking "I Agree"), installing, accessing, or using our services, you are agreeing to abide by these terms. If you do not agree to this Agreement, you will not be able to use our services.

1. AGREEMENT

This Agreement outlines the Terms and Conditions that regulate your use of Zoe Blueprint (referred to as the "Service"), which is defined and provided to you on our website (the "Website"). This includes access to content, updates, and any new features that may be introduced.

• In addition, there may be other Terms and Conditions that apply, including those from third parties who provide services for Zoe Blueprint or on behalf of Zoe Blueprint. These third-party requirements may include separate IT requirements that both Zoe Blueprint and its Clients must adhere to. Examples of these requirements include data analysis, hosting services, or customer services.

2. YOUR RIGHTS TO USE THE SERVICES

• The Services provided by Zoe Blueprint are protected by copyright, trade secret, and other intellectual property laws. As a user, you are granted the right to use the Services solely for the purposes described by Zoe Blueprint. However, all other rights in the Services are reserved by Zoe Blueprint T. This right and license to use the Services is personal to you, limited in scope, nonexclusive, and nontransferable. It remains in effect until termination of this Agreement, as long as you meet any applicable payment obligations and comply with the terms of this Agreement.
• In order to comply with all applicable laws, regulations, and this Agreement, you are not allowed to use the Services or content in any way that violates them. Additionally, you agree that you will not permit any user or party to do so either.
  • You are not allowed to grant access to or share any part of the software or the Services with any individuals or groups not authorized by Zoe Blueprint. This includes agencies, volunteers, or users of the features on your Zoe Blueprint hosted site.
  • Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
  • Make the Services available on any file-sharing or application hosting service.

• Child Accounts; Customer Responsibilities. You acknowledge that the System is designed for use by individuals who are at least 13 years old or older. It is important to note that persons under the age of 13 are not permitted to create, access, or manage a user account on Your license(s). This restriction is in place to ensure the safety and privacy of our users, as well as to comply with legal requirements.
• No Sensitive Data; Your Responsibilities. The System safeguards sensitive information, including data protected by HIPAA and other personal information of a similar nature. However, it is important to note that the customer assumes all risks associated with the use of such sensitive information within the System. This includes the risk of unintentional disclosure or unauthorized access. It is the customer's responsibility to ensure that both they and their users comply with all relevant laws and regulations. The customer acknowledges that they bear all risks arising from any non-compliant use of the System that violates applicable laws and regulations.

3. YOUR PERSONAL INFORMATION

You can find the Privacy Statement for Zoe Blueprint Services and the Website at https://www.zoeblueprint.com/privacy-policy. By using our services, you agree to our Privacy Statement and any changes that we publish. These changes will be made in a commercially reasonable manner according to industry standards and practices for web-based software as a service. We may use and maintain your data according to our Privacy Statement as part of our services. You give us permission to combine the information you enter or upload with that of other users for the purpose of creating aggregated, non-personally identifiable information. For example, we may use this aggregated data to improve our services or provide insights for comparing business practices. We will not share your personal information with any third parties outside of our organization, except to investigate or prevent fraud, illegal activity, or misuse of our website. We will not sell or rent your personal information, and we will not use your identifiable information without your separate and express approval.

4. CONTENT

• You are responsible for the content you upload, post, or store through your use of the Services. This includes all materials, data, and personal information. By using the Services, you grant Zoe Blueprint a worldwide, royalty-free, non-exclusive license to host and use the content you provide. However, the use of your personal information is subject to the provisions outlined in paragraph 4 above. It is important to regularly archive your content to prevent any loss or unrecoverable data. You must also provide any required warnings, information, and disclosures. Please note that Zoe Blueprint is not responsible for the content or data you submit through the Services. Additionally, you agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in, or transmit any illegal, fraudulent, defamatory, obscene, or offensive content, among other prohibited activities.
• Communications that are illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable in any way. This includes any conduct that may encourage criminal or civil liability under local, state, federal, or foreign laws.
• Content that attempts to impersonate another person or falsely misrepresent your identity or qualifications, or that violates the privacy of any individual;
• You are not allowed to engage in investment opportunities, solicitations, chain letters, pyramid schemes, or any other form of unsolicited commercial communication that involves spamming or flooding, unless expressly permitted by Zoe Blueprint in writing.
• Virus, trojan horse, worm or other disruptive or harmful software or data; and
• Any information, software, or content that does not legally belong to you and is not obtained from the copyright owner or intellectual property rights owner.

Zoe Blueprint may freely use feedback You provide.

• You acknowledge and agree that Zoe Blueprint has the right to utilize your feedback, suggestions, or ideas in various ways. This includes incorporating them into future updates or modifications of our Services, as well as in other products or services, advertising, or marketing materials. By providing feedback to Zoe Blueprint, you grant us a perpetual, worldwide, fully transferable, sublicensable, nonrevocable, fully paid-up, royalty-free license to use your feedback in any way we see fit.

Zoe Blueprint may monitor Your Content.

• Zoe Blueprint has the option to monitor the content on the Services, but it is not obligated to do so. If necessary to fulfill legal requirements, protect Zoe Blueprint or its customers, or ensure proper operation of the Services, Zoe Blueprint may disclose any relevant information. In its sole discretion, Zoe Blueprint may choose not to post, remove, or refuse to remove any content, in whole or in part, that is deemed unacceptable, undesirable, inappropriate, or in violation of the Agreement.

5. AMENDMENTS AND MODIFICATIONS

Zoe Blueprint reserves the right to amend the information, services, and/or content of this Service. The information and materials contained in this Service, and the terms and conditions of the access to and use of such information and materials, are subject to change. In the event of a material change to this Agreement, a notice will be posted to the Service. If you use this Service after we post changes to the terms, you agree to accept the changed terms. Zoe Blueprint expressly reserves the right to monitor any and all use of this Service.

6. ENTIRE AGREEMENT

Unless otherwise specified, this Agreement constitutes the entire agreement between you and Zoe Blueprint with respect to the Service and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Zoe Blueprint with respect to the Service.

7. SEVERABILITY

In the event any paragraph or portion of any paragraph of this Agreement shall be determined to be invalid or unenforceable for any reason, such invalidity of un-enforceability shall not affect the validity and enforceability of the remaining valid and enforceable paragraphs hereof, and shall be the invalid or unenforceable portion shall be deemed amended but only to the extent necessary to make such portion enforceable and compatible with the remaining terms of this Agreement, and if such portion cannot be so amended the Agreement will be construed as if such invalid or unenforceable paragraph or portion had not been inserted.

8. ADDITIONAL TERMS

You will manage Your passwords and accept updates. You are responsible for securely managing Your password(s) for the Services and to contact Zoe Blueprint if You become aware of any unauthorized access to Your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

9. DISCLAIMER OF WARRANTIES

This Service is available "as is". We do not warrant that this Service will be uninterrupted or error-free. There may be delays, omissions, interruptions and inaccuracies in the news, information or other materials available through this Service. We are not responsible for the availability or content of other services that may be linked to this Service. We do not make any warranties, express or implied, including without limitation, those of merchantability and fitness for a particular purpose, with respect to this Service or any information or goods that are available or advertised or sold through this Service. We do not make any representations, nor do we endorse the accuracy, completeness, timeliness or reliability of any advice, opinion, statement or other material or database displayed, uploaded or distributed in this Service or available through links in this Service. We reserve the right to correct any errors or omissions in this Service. Although we intend to take reasonable steps to prevent the introduction of viruses, worms, "Trojan horses" or other destructive materials to this Service, we do not guarantee or warrant that this Service or materials that may be downloaded from this Service do not contain such destructive features. We are not liable for any damages or harm attributable to such features. If you rely on this Service and any materials available through this Service, you do so solely at your own risk.

10. LIMITATION OF LIABILITY

Zoe Blueprint its officers, directors, shareholders, parents, subsidiaries, affiliates, agents, or licensors are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including lost revenues or profits, loss of business or loss of data, in any way related to this Service or for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies in this Service (including without limitation as a result of breach of any warranty or other term of this Agreement). Any claim against us shall be limited to the amount you paid, if any, for use of this Service.

11. INDEMNIFICATION

You agree to indemnify and hold harmless Zoe Blueprint, its directors, officers, shareholders, parents, subsidiaries, affiliates, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation by You of this Agreement. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide us with such cooperation as is reasonably requested by us.

12. CHANGES

Zoe Blueprint has the right to modify these Terms and Conditions at any time. These changes will be effective when they are posted on our website, through the Services, or when we notify you by other means. Zoe Blueprint may also make changes or discontinue the Services, either partially or entirely. Any changes made by Zoe Blueprint will be commercially reasonable and in line with industry standards and practices for web-based software services. By continuing to use the Services, you indicate your agreement to these changes. However, if any of these changes directly conflict with the previous terms and conditions of the Services, they will not impact the terms of your Product Use Agreement.

13. TERMINATION

Either party has the right to terminate the Agreement by providing written notice to the other party for the following reasons: (a) if there is a significant violation of the Agreement, including the terms outlined in these Terms and Conditions; (b) if payment is not made on the payment due date; and (c) in the event of your insolvency or bankruptcy.

Zoe Blueprint has the right to terminate this Agreement or suspend the Services without notice if you fail to comply with the Agreement or if you no longer wish to receive electronic communications from Zoe Blueprint. If termination occurs, you must immediately stop using the Services and any outstanding payments will be due. Termination of the Agreement will not impact Z Zoe Blueprint 's rights to receive any payments that are owed.

If you choose to end this Agreement before the current multi-year Term for any other reason, you will be responsible for paying any outstanding fees for the current year. Additionally, you will also be required to pay an early termination fee as stated in your Service Level Agreement for any future year(s) that you agreed to in the Product Use Agreement that you signed.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of Florida, Pinellas County, without regard to conflict of law rules, and each party hereto hereby consents to the submission of any dispute arising hereunder to the federal or state courts located within the state of Florida, Pinellas County and submits to the jurisdiction of such court for the purpose of resolution of any claim hereunder.

15. DISPUTES

If there is any disagreement or issue related to the services or this agreement, it will be resolved through binding arbitration. However, you have the option to assert your claims in a Florida small claims court if they meet the qualifications. The interpretation and enforcement of this provision will be governed by the Federal Arbitration Act. In all cases, the arbitrator will apply North Carolina law to any other matters.

Regardless of any other provision, any party involved in arbitration can request injunctions or other equitable relief from a competent court at any time. The parties agree that all disputes must be brought by the parties themselves, whether as individuals or corporate entities, and not as plaintiffs or members of a class in any class or representative proceeding. By entering into this agreement and agreeing to arbitration, you and Zoe Blueprint are waiving the right to file a lawsuit and the right to a trial by jury.

Furthermore, you acknowledge and agree that you are voluntarily giving up your right to join or initiate a class action lawsuit or to engage in litigation on behalf of a class. You understand and agree that you have explicitly and knowingly chosen to waive these rights.

16. GENERAL

These Zoe Blueprint Digital License Terms and Conditions (referred to as the "Agreement"), the Zoe Blueprint Digital Product Use Agreement (referred to as the "Contract"), and the Service Level Agreement (referred to as the "SLA") make up the complete agreement between You and Zoe Blueprint. They replace any previous understandings, communications, or agreements, whether spoken or written, regarding the subject matter discussed. If a court of law with jurisdiction determines that any part of the Agreement, Contract, or SLA is invalid, that specific part will be removed without affecting the validity and enforceability of the rest of the document. You cannot assign or transfer ownership of the Agreement, Contract, or SLA to anyone without written approval from Zoe Blueprint. However, Zoe Blueprint has the right to assign or transfer these documents without Your consent to (a) an affiliate, (b) a company through the sale of assets by Zoe Blueprint, or (c) a successor by merging with Zoe Blueprint. Any assignment that violates this section will be considered null and void.

* “Product Use Agreement” replaces designated “Contract” or " Zoe Blueprint Digital Software and Services Agreement" in previous versions.