Terms of Service

Effective September 13, 2026 · Last updated September 13, 2026 · Version 4.0

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 8.3). 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 Zoyo (formerly HenZoe), a youth sports and activity club management platform operated by Henzoe, Inc., a Delaware corporation ("Zoyo," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the Zoyo platform, including all associated websites, mobile applications, application programming interfaces, and related services (collectively, the "Service").

Access to Zoyo 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 Zoyo 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 Zoyo 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 Zoyo 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 Zoyo 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. Zoyo 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 Zoyo 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. Zoyo 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 Zoyo 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 Zoyo 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. Zoyo may block, hold for review, modify, refuse to send, or bounce back any message that the system or Zoyo determines may violate these Terms, applicable law, or Zoyo'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. Zoyo 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). Zoyo 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 Zoyo.

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 Zoyo 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 Zoyo 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. Zoyo 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 Zoyo 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, Inc. 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, Zoyo 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. Zoyo 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 Zoyo with feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant Zoyo 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. Zoyo 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. Club 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. In order for participants to make payments to Clubs through the Services, and so that Clubs can receive such payments, the Club must obtain payment processing services through a third-party service provider. The use by Clubs of these payment processing features of the Service is subject to the additional terms for Clubs set forth in the Payment Processing Addendum (Addendum A).

8.2. Payment processing, refund policies, billing disputes, and all financial matters relating to Clubs are managed directly by the applicable Club, not by Zoyo, and Zoyo is not a party to any payment transaction between Users and Clubs. As between Zoyo and the Club, the Club is solely responsible for compliance with all applicable laws, including without limitation laws and rules limiting and regulating imposition of fees in connection with acceptance of payments (so-called "surcharge" laws), relating to payment transactions with Clubs. Zoyo disclaims any and all liability for fees charged by Clubs, payment disputes, refund claims, or billing errors. For payment-related inquiries, please contact your Club Admin.

8.3. Zoyo Pricing and Fees for Clubs

As detailed below, Zoyo charges certain subscription fees to Clubs for the use of the Service. Zoyo does not charge fees to Club participants. 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. Such payments may be processed by Clubs through the Service in accordance with Section 8.1 and 8.2, above, and Addendum A. Notice of changes to Club fees, and any associated refunds or credits, is the responsibility of the applicable Club.

(a) Zoyo Subscription Pricing. Pricing for Zoyo's own subscription plans, tiers, and feature add-ons (collectively, "Zoyo 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 Zoyo Subscription Fees by email to the Club's billing contact or through an in-product notice before the change takes effect. The current Zoyo 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 8.4(b)) before the effective date of the change.

(b) 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.

(c) Taxes. Quoted prices do not include taxes unless expressly stated.

(d) Fees. Fees relating to payment processing services for Clubs, including transaction fees and payment-processor pass-through fees, are governed exclusively by Addendum A.

(e) No Refund Obligation by Zoyo. Except where required by applicable law, Zoyo Subscription Fees already paid for the current billing period are non-refundable.

8.4. Subscription Term, Auto-Renewal, and Cancellation

(a) Auto-Renewal. Paid Zoyo 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 Zoyo Subscription Fees, unless cancelled before the end of the current billing period. By subscribing, the subscribing Club authorizes Zoyo, 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 Zoyo subscription at any time from its billing settings or by emailing contact@zoyo.ai. 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 8.3(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. Zoyo 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. Zoyo 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. Zoyo 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. Zoyo 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 Individual Users. An individual User (including any Admin, Coach, Parent, or Student) may delete the User's Zoyo account at any time from within the app by opening the avatar menu and selecting Delete my account. If the User belongs to more than one Club, the User may instead leave an individual Club while keeping the User's account. An individual User may also request account deletion by contacting the applicable Club Admin or by emailing contact@zoyo.ai. Upon deletion, the User's personal data will be removed from the Service in accordance with our Privacy Policy.

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

12.3. Termination of Individual User Accounts by Zoyo. We reserve the right to suspend or terminate any individual User's account, with or without prior notice, if we reasonably believe that the User has violated these Terms, engaged in fraudulent or illegal activity, or if continued access poses a risk to the Service, other Users, or Zoyo. Where practicable, we will provide notice to the affected User and the applicable Club Admin prior to termination. Termination of a Club's account is governed by Section 12.4.

12.4. Suspension and Termination of Club Accounts by Zoyo. Zoyo reserves the right to suspend or terminate a Club's account and access to the Service (including all accounts of the Club's Admins, Coaches, and other Users associated with the Club), in whole or in part, with or without prior notice, if Zoyo reasonably determines that:

  • (a) the Club has materially breached these Terms or any addendum hereto;
  • (b) the Club has engaged in or facilitated fraudulent, deceptive, or illegal activity;
  • (c) the Club has failed to pay any Zoyo Subscription Fees or other amounts due to Zoyo when due and such failure continues for ten (10) days after written notice thereof;
  • (d) the Club, with respect to the payment processing services, has experienced excessive chargebacks, payment disputes, or refund rates that, in Zoyo's reasonable judgment, present a financial or reputational risk to Zoyo or the Service;
  • (e) the Club's continued use of the Service poses a risk to the security, integrity, or availability of the Service or to other Users; or
  • (f) continued provision of the Service to the Club would expose Zoyo to legal liability or regulatory action.

Where practicable and not prohibited by law, Zoyo will provide the Club's primary Admin with notice and a reasonable opportunity to cure before termination, except that Zoyo may suspend access immediately where Zoyo reasonably believes immediate action is necessary to prevent harm, fraud, violations of law, or legal exposure.

12.5. 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, 12.5, 13, 14, 15, 16, 17 through 22, 24, 25, 26, and Addendum A (Payment Processing Terms) 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. ZOYO 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.

ZOYO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. ZOYO 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 ZOYO 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, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS (COLLECTIVELY, THE "ZOYO 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 ZOYO 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 ZOYO 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 ZOYO, 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. Zoyo 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 ZOYO 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 Zoyo 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 Zoyo 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. Zoyo 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 Zoyo at contact@zoyo.ai 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 Zoyo 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 ZOYO 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 ZOYO 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 Zoyo at contact@zoyo.ai 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 Zoyo 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, the Payment Processing Addendum (Addendum A), and any other agreements or policies referenced herein, constitute the entire agreement between you and Zoyo 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 Zoyo 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 Zoyo'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 Zoyo. Zoyo 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

Zoyo 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 Zoyo, you consent to receive electronic communications from Zoyo, 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 Zoyo.

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. Zoyo 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:

Copyright Agent, Henzoe, Inc. Email: contact@zoyo.ai Address: 2108 N ST, STE N, Sacramento, CA 95816, United States

25. App Store and Google Play Additional Terms

These additional terms apply when you download or use the Zoyo 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 Zoyo Only. These Terms are concluded between you and Henzoe, Inc. only, and not with Apple Inc. ("Apple") or Google LLC ("Google"). Zoyo, 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. Zoyo 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. Zoyo 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. Zoyo, 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 5.

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, Inc. Email: contact@zoyo.ai Phone: (949) 810-6886 Address: 2108 N ST, STE N, Sacramento, CA 95816, United States

Addendum A: Payment Processing Terms

This Payment Processing Addendum (this "Payment Addendum") supplements and forms part of the Henzoe, Inc. Terms of Service (the "Terms of Service" or the "Terms") and describes the terms and conditions that apply to a Club's use of payment processing and related products and services made available by Zoyo and its payment processing partners through the Service. All capitalized terms used but not defined in this Payment Addendum have the meanings given to them in the Terms of Service. This Payment Addendum applies only to Clubs that register for and use the Payment Processing Services (as defined below); it does not apply to Parents, Students, or other Users who are not Clubs. Nothing in this Payment Addendum will be interpreted to limit, change, or waive any terms of the Terms of Service, except that, in the event of a conflict between the Terms of Service and this Payment Addendum, this Payment Addendum will control with respect to the Payment Processing Services.

A-1. Payment Processing Services Generally

A-1.1. Payment Processing Services Generally. Zoyo and its third-party payment services providers (each, a "Payment Processor") provide payment processing services to enable Clubs to receive payments from Parents, Guardians, and other Users for membership fees, program fees, event fees, drop-in fees, and other amounts charged by the Club through the Service (the "Payment Processing Services"). Zoyo does not itself process payments or hold, receive, or transmit funds between Users and Clubs; Zoyo's role is to facilitate the Club's access to Payment Processing Services through the Payment Processor.

A-2. Eligibility; Club Onboarding; Additional Information

A-2.1. Eligibility. Subject to this Payment Addendum and the Terms of Service, Zoyo will enable Clubs to obtain Payment Processing Services from the Payment Processor (currently Stripe, Inc. and its affiliates ("Stripe")). To be eligible for the Payment Processing Services, a Club must (i) comply with this Payment Addendum and the Terms of Service, (ii) be approved by Stripe, and (iii) review and agree to the Stripe Connected Account Agreement (currently available at https://stripe.com/legal/connect-account), which includes the Stripe Services Agreement (currently available at https://stripe.com/legal/ssa) (such agreements, collectively, the "Stripe Agreements," which Stripe may modify from time to time). Under the Stripe Agreements, Zoyo is the "Platform" (also referred to as the "Platform Account") and each Club that registers for Payment Processing Services is a "Connected Account." By registering for the Payment Processing Services, the Club acknowledges this relationship and agrees to the allocation of roles, rights, and obligations set forth in the Stripe Agreements and this Payment Addendum.

A-2.2. Right to Approve or Deny. Zoyo reserves the right to (i) approve or deny a Club's registration for the Payment Processing Services; (ii) limit, suspend, or terminate a Club's access to the Payment Processing Services; and/or (iii) instruct Stripe to place transactional limits on payouts at any time, for any reason, with or without notice. Zoyo may change eligibility requirements at any time. In addition, and without limiting the foregoing, Stripe may deny a Club's registration for the Payment Processing Services or otherwise limit, suspend, or terminate a Club's access to, and/or place transactional limits on a Club's use of, such services in accordance with the Stripe Agreements.

A-2.3. Additional Information; Account Creation. After agreeing to this Payment Addendum and registering for the Payment Processing Services, a Club's ability to obtain the services is subject to the Club's compliance with any request made by Zoyo or Stripe for additional information about the Club and the principals, beneficial owners, and/or beneficiaries of the entity it represents. For example, such information may include current address, doing business as (DBA) names (if applicable), description of affiliated persons or entities, website address, bank account or other payment account information, tax identification numbers (e.g., SSN and/or EIN), date of birth, passport or driver's license number, country of origin, copies of government identification documents, and other personal information ("Onboarding Information"). The Club represents and warrants that all Onboarding Information provided to Zoyo or Stripe relating to the Payment Processing Services is true, accurate, current, and complete. The Club further agrees that it will promptly provide such Onboarding Information upon request and promptly update any such information to make sure it remains accurate, complete, and up to date.

A-2.4. Disclosure Authorization; Failure to Provide. The Club agrees and understands that Zoyo may share Onboarding Information and other information about the Club's activity on and use of the Payment Processing Services with (i) Stripe, (ii) any applicable bank or other party with which Zoyo or Stripe partners to make available the Payment Processing Services, and (iii) the Club's bank or other financial institution, as necessary. The Club also authorizes Zoyo and Stripe to verify the Club's Onboarding Information and conduct due diligence on the Club through third parties, including third-party credit reporting agencies. Zoyo reserves the right not to make available the Payment Processing Services, or to withhold, or instruct Stripe to withhold, settlement of any payments otherwise due to the Club, unless and until the Club provides full and accurate information as requested by Zoyo and/or Stripe. Zoyo further reserves the right to suspend or terminate the Club's access to the Payment Processing Services, and withhold any payment otherwise due to the Club, if Zoyo or Stripe believes any required information that the Club has provided is inaccurate or incomplete.

A-3. Permitted Uses; Limitations; Compliance Obligations

A-3.1. Use of Payment Processing Services. The Club may use the Payment Processing Services solely for the purposes of accepting payments from Parents, Guardians, and other Users for membership fees, program fees, event fees, and other amounts charged by the Club for participation in the Club's programs through the Service. By registering for and using the Payment Processing Services, the Club represents and warrants that:

(a) the Club is not located in, and none of the Club, its officers, or directors is a national or resident of, any country for which the United States has embargoed goods and/or services similar to the Payment Processing Services;

(b) the Club is not a person or entity, or under the control of or affiliated with a person or entity, that: (i) appears on the U.S. Office of Foreign Assets Control's ("OFAC") Specially Designated Nationals List, Foreign Sanctions Evaders List, or Palestinian Legislative Council List; (ii) appears on the U.S. Department of State's Terrorist Exclusion List; (iii) appears on the Bureau of Industry and Security's Denied Persons List; or (iv) is subject to sanctions in any other country; and

(c) the Club is not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file, and the Club's right to access card-based payment networks (the "Card Networks") and non-card-based payment networks such as direct bank account debit (i.e., ACH) and other alternative forms of payment (the "Alternative Payment Frameworks") is not revoked or suspended.

A-3.2. Prohibited Transactions. The Club may not process any of the following transactions, and the Club represents and warrants that it will not submit for processing any of the following:

(a) Any transaction that violates or is considered "high risk" (or another restricted category) by Card Network Rules (as defined below), including any transaction involving certain adult content or activities, illegal goods or services, paraphernalia associated with any illegal goods or service, cryptocurrency purchases, raffles, sweepstakes, or gambling;

(b) Any fraudulent or criminal transaction;

(c) Any transaction that would be a "restricted transaction" as defined in the Unlawful Internet Gambling Enforcement Act of 2006 or Regulation GG; or

(d) Any other transaction unrelated to, or that does not otherwise involve the collection of, the Club's membership fees, program fees, event fees, or other amounts for participation in the Club's programs.

A-3.3. Compliance with Card Network Rules. As applicable, the Club must comply with the rules and regulations published by the Card Networks and Alternative Payment Frameworks (collectively, the "Card Network Rules"). Depending on the payment methods that the Club uses with the Payment Processing Services, the Club may be subject to different Card Network Rules.

(a) The Card Network Rules require, among other things, that the Club (i) submits only bona fide transactions, (ii) limits how the Club may use Card Network logos and trademarks, and (iii) authorizes the Card Network and its affiliates to use the Club's name, address, and URL (if applicable) to show that the Club participates in the Card Network.

(b) The Card Network Rules are publicly available for the Club to review and may change from time to time. Zoyo may be required to update this Payment Addendum to reflect changes to the Card Network Rules.

A-3.4. Compliance with Applicable Laws. The Club is solely responsible for compliance with any applicable laws, regulations, judgments, orders, guidance, or other legal requirements relating to the Club's use of the Payment Processing Services, including but not limited to (i) the federal Bank Secrecy Act and its implementing regulations, and applicable sanctions rules including those administered by OFAC; and (ii) laws and rules (including Card Network Rules) limiting and regulating imposition of fees in connection with acceptance of payments (so-called "surcharge" laws). Zoyo is not responsible or liable for the Club's compliance or failure to comply with any legal obligations in connection with the Club's use of the Payment Processing Services.

A-4. Settlement and Payouts; Refunds; Holds and Chargebacks

A-4.1. Payout Method. Zoyo will direct Stripe, on behalf of Club, to disburse funds to the Club's financial account associated with the payout information the Club provides (whether directly to Stripe or to Zoyo) as part of the Onboarding Information. Zoyo and Stripe rely on the information provided by the Club to facilitate disbursements. If any transaction information, account, or other payment information that the Club provides is incorrect or inaccurate, the Club agrees that it is responsible for reimbursing, indemnifying, and holding Zoyo harmless for any losses or expenses incurred by Zoyo in reliance on the incorrect information.

A-4.2. Transaction Limits. Zoyo may, from time to time, impose a limit on the amount of any given transaction that the Club processes through the Payment Processing Services (a "Transaction Limit"). The Club authorizes Zoyo or Stripe, as applicable, to reject any transaction that would cause the applicable Transaction Limit to be exceeded. Zoyo may adjust Transaction Limits at any time, with or without notice.

A-4.3. Aggregate Collection Limit. Zoyo may impose a cap on the total aggregate amount that a Club may collect through the Payment Processing Services before the Club has completed all applicable verification and onboarding requirements (an "Aggregate Collection Limit"). The Club authorizes Zoyo or Stripe, as applicable, to reject any transaction that would cause the applicable Aggregate Collection Limit to be exceeded. Zoyo may adjust Aggregate Collection Limits at any time, with or without notice.

A-4.4. Settlement Timing. Stripe typically settles payment processing proceeds to the Club, less any applicable fees or costs as set forth in this Payment Addendum and the Terms of Service, in accordance with the payout schedule established by Stripe for the Club's Connected Account. Zoyo will not be liable for delayed, rejected, or missed payouts that occur due to a delay, failure, or contractual breach by the Club, Stripe, or any other third-party provider. In addition, the Club acknowledges that its designated financial institution's settlement and account crediting procedures may at times cause delays in the crediting of funds to the Club's bank account (or other financial account) and neither Zoyo nor Stripe has control over these delays.

A-4.5. Holds; Reserve. Notwithstanding any rights of Stripe with respect to the provision of services to the Club, the Club agrees that Zoyo reserves the right to manage the risks associated with making available the Payment Processing Services by instructing Stripe to place restrictions on the settlement of funds to the Club when Zoyo deems necessary, in its sole discretion, including as necessary to comply with law or to mitigate fraud or abuse of the Payment Processing Services. For example, Zoyo may instruct Stripe to place a hold if Zoyo has reason to believe there is an increased risk associated with a certain transaction involving a User, such as if the User files a dispute or requests a refund, or if there have been prior complaints or disputes relating to the Club's transactions. In addition, in the event that a User submits a chargeback request to its bank or financial institution in connection with a payment transaction involving the Club, Zoyo or Stripe will inform the Club of the chargeback request. If a chargeback request is submitted by a User before Stripe settles applicable amounts to the Club as described in this Payment Addendum, the Club agrees that Zoyo may instruct Stripe to hold the settlement until the chargeback dispute is determined by the payment card issuer or other payment services provider, and if the chargeback dispute is warranted, Stripe will not settle any such funds for the transaction at issue to the Club.

A-4.6. Refunds and Disputes. All disputes regarding payment transactions involving the Club's fees and charges are between the Club and its Users (including Parents and Guardians). In the event of a dispute, Zoyo may try to mediate, but ultimately it is the Club's obligation to settle the dispute. The Club is and remains ultimately responsible for responding to, evaluating, and fulfilling refund requests relating to the Club's fees and charges. If applicable, the Club owes Zoyo or Stripe for any refunds made on the Club's behalf. The Club must promptly and fully reimburse Zoyo or Stripe upon demand for any refund amounts, and the Club acknowledges and agrees that any such refund amounts may be offset against settlement of future payment processing proceeds as set forth in this Payment Addendum.

A-5. Fees and Payment

A-5.1. Fees. Zoyo and/or Stripe may set and charge fees for the Payment Processing Services. Any such fees will be disclosed to the Club prior to the processing of any payments through the Payment Processing Services. The Club must pay all applicable fees for the Payment Processing Services. Any fees assessed on the Club by Zoyo may be offset from funds due to the Club in accordance with this Payment Addendum.

A-5.2. Delays and Omissions. Zoyo will strive to inform the Club in a timely manner of fees and any other amounts due, but Zoyo's failure to do so will not relieve the Club of its payment obligations. In the event of Zoyo's failure to send a timely invoice, the Club is still responsible for its payment obligations. If Zoyo omits in a statement or invoice a payment that the Club owes, it will not constitute a waiver of the right to that payment. The Club will still owe that payment and Zoyo may include it in a subsequent statement or invoice.

A-5.3. Tax Reporting Information. Zoyo may request, and require the Club to provide as a condition of using the Payment Processing Services, information necessary to prepare a W-9 or any other tax-related forms. If Zoyo or Stripe is obligated to file a Form 1099-K in connection with payments made to the Club, Zoyo will, whether on its own or on behalf of Stripe, send the Club a 1099-K. Zoyo may collect and share information relating to the Club's US tax status and related required documents as needed for Zoyo or Stripe to generate 1099-K documentation in connection with the provision of the Payment Processing Services as described herein.

A-5.4. Club's Tax Responsibility. The Club is and remains ultimately and solely responsible for determining which, if any, sales, use, amusement, value added, goods and services, consumption, excise and other taxes, duties, levies, and charges (collectively, "Taxes") apply to the Club's use of the Payment Processing Services. It is the Club's sole responsibility to, and the Club will, collect, remit, and report the correct amounts of all such Taxes to the applicable governmental authorities ("Tax Authorities"). If the Club collects Taxes through the Payment Processing Services, Zoyo and Stripe will facilitate settlement of such amounts to the Club. The Club is responsible for remitting all such Taxes to the appropriate Tax Authorities including, where applicable, the reporting thereof. If the Club inputs a tax registration number through the Payment Processing Services, the Club represents and warrants that such tax registration number is true and correct. Zoyo cannot and does not provide legal or tax advice. If a Tax Authority requires Zoyo to pay any Taxes attributable to the Club's use of the Payment Processing Services, the Club must promptly and fully reimburse Zoyo for such Taxes upon demand, plus all associated costs, penalties, interest, and expenses.

A-5.5. Escheatment. If, for some reason, Stripe cannot make a payout to the Club's payout method on file and the Club does not provide an updated, approved payout method for a period of time as set forth in applicable unclaimed property laws (e.g., escheatment), Stripe may escheat the amount, after due notice, to the applicable government authority in accordance with applicable laws.

A-6. Role of Zoyo

A-6.1. Zoyo Services. Zoyo does not and will not provide banking, deposit taking, stored value, insurance, or any other financial services. Zoyo's role is limited to operating the platform through which Clubs access the Payment Processing Services provided by Stripe. Zoyo does not process payments, hold funds, or transmit money between Users and Clubs.

A-6.2. Authorizations. In connection with the provision of the Payment Processing Services, Zoyo is authorized to: (i) instruct Stripe on the Club's behalf to hold, retain, offset, and pay out payment processing proceeds; (ii) instruct Stripe on the Club's behalf to issue any applicable refunds; and (iii) manage and dispute chargebacks on the Club's behalf.

A-7. Warranty Disclaimer

A-7.1. THE PAYMENT PROCESSING SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. ZOYO EXPLICITLY DISCLAIMS ANY WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ZOYO MAKES NO WARRANTY THAT THE PAYMENT PROCESSING SERVICES OR THE RESULTS OF THE PAYMENT PROCESSING SERVICES WILL MEET THE CLUB'S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ZOYO MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT. ZOYO HAS NO RESPONSIBILITY TO THE CLUB FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY THIRD PARTIES THAT ZOYO REQUIRES TO PROVIDE THE PAYMENT PROCESSING SERVICES, INCLUDING WITHOUT LIMITATION STRIPE, OR ANY OTHER PARTY THAT THE CLUB CHOOSES TO CONTRACT WITH WHEN USING THE PAYMENT PROCESSING SERVICES.

A-7.2. Some jurisdictions do not allow the exclusion of certain warranties or conditions on, or the limitation of liability for, loss or damage caused by willful acts, negligence, breach of contract, or breach of implied terms, or incidental or consequential damages. In such jurisdictions, Zoyo's liability is limited to the maximum extent permitted by law.

A-8. Indemnification; Limitation of Liability

A-8.1. Indemnity. In addition to any other indemnification obligations the Club may have under the Terms of Service, the Club agrees to defend, indemnify, and hold harmless the Zoyo Parties from any and all damage (whether direct, indirect, incidental, consequential, or otherwise), loss, liability, cost, and expense (including reasonable attorneys' and accounting fees) resulting from any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (i) the Club's breach of this Payment Addendum or unauthorized use of the Payment Processing Services; (ii) the Club's unlawful use of the Payment Processing Services; or (iii) personal injury, property damage, or other damages or losses which are based upon or arise out of the Club's use of the Payment Processing Services.

A-8.2. Limitation of Liability. ZOYO'S TOTAL LIABILITY UNDER THIS PAYMENT ADDENDUM FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO ZOYO, IF ANY, IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS (USD $100.00). IN NO EVENT WILL ZOYO BE LIABLE UNDER THIS PAYMENT ADDENDUM FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) RELATED TO THIS PAYMENT ADDENDUM OR THE USE OR QUALITY OF THE PAYMENT PROCESSING SERVICES, OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT ZOYO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS PAYMENT ADDENDUM IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

A-9. Termination

A-9.1. Termination Related to Terms of Service. The term and termination provisions of the Terms of Service shall apply to this Payment Addendum, subject to the following modifications. In the event that the Terms of Service are terminated with respect to a Club, Zoyo reserves the right to terminate this Payment Addendum as of the effective date of such termination. In the event that Zoyo elects to terminate this Payment Addendum upon termination of the Terms of Service, Zoyo will no longer provide the Payment Processing Services to the Club as of the effective date of the termination, unless an earlier date is mutually agreed upon. All rights and obligations of Zoyo and the Club relating to in-process transactions and any payment processing proceeds pending settlement, as well as any amounts due or likely to become due to Zoyo, shall remain in effect in accordance with this Payment Addendum and the Terms of Service. For the avoidance of doubt, if Zoyo does not terminate this Payment Addendum upon termination of the Terms of Service, this Payment Addendum shall continue in full force and effect until otherwise terminated in accordance with this Section A-9.

A-9.2. Termination Independent of Terms of Service. Zoyo may terminate this Payment Addendum for any reason or no reason by providing thirty (30) days' written notice to the Club, or sooner in the event that Payment Processor terminates its applicable agreement(s) with the Club in accordance with the terms of such agreement(s). A termination notice by Zoyo under this Section A-9.2 shall terminate only this Payment Addendum and the Payment Processing Services and not the Terms of Service. Following termination of this Payment Addendum, all rights and obligations of Zoyo and the Club relating to in-process transactions and any payment processing proceeds pending settlement, as well as any amounts due or likely to become due to Zoyo, shall remain in effect in accordance with this Payment Addendum and the Terms of Service.

© 2026 Henzoe, Inc. All rights reserved.

Questions about this document? Email contact@zoyo.ai.