01What Zoe is
Zoe Diagnostics provides an operational diagnostic service for private companies and their investors. Zoe outputs, including the Zoe Score, findings, IC memo, and any signed opinion, are diagnostic insights derived from connected-system metadata, documents the customer provides, and founder call transcripts. They are not financial, legal, tax, or investment advice, and they are not a quality-of-earnings, legal, or market opinion. Decisions made on the basis of Zoe outputs remain the responsibility of the customer.
02Acceptable use
Customers may use Zoe diagnostics for internal decision-making, due diligence, and portfolio monitoring within the scope of their engagement. You agree not to use Zoe to harass, defame, or violate the rights of any individual; not to attempt to reverse-engineer the platform; not to scrape outputs at scale; and not to interfere with normal operation of the service.
03Account responsibilities
You are responsible for safeguarding your account credentials, for all activity that occurs under your account, and for ensuring that everyone you authorize to access an engagement workspace agrees to and complies with these terms. Notify us immediately at security@zoediagnostics.com if you believe your account has been compromised.
04Confidentiality
Diligence engagements are confidential. Zoe does not disclose customer data, engagement details, or diagnostic outputs to third parties without explicit consent, except as required by law or to protect against fraud. Before a target company connects any system, Zoe presents its data processing agreement to the target and logs acceptance as a consent event; the customer never receives the target’s credentials. We will sign customer NDAs and DPAs on request.
05Redistribution of outputs
Customers may use Zoe diagnostic outputs internally and share them with their direct stakeholders (board members, IC, portfolio company leadership). Public redistribution, resale, or commercial repackaging of Zoe outputs requires written permission from Zoe Diagnostics.
06Intellectual property
Zoe Diagnostics retains all rights to the platform, the scoring methodology, the dimension model, and the underlying software. Customers retain rights to their own data and to the diagnostic outputs they purchase. Zoe may use anonymized, aggregated patterns to improve the scoring methodology. These aggregated patterns never identify individual companies.
07Diagnostic outputs disclaimer
Zoe outputs are diagnostic indicators based on the data provided. They are probabilistic, not deterministic. They do not guarantee any outcome, and they do not constitute professional advice. Customers are responsible for validating findings against their own judgment and other sources before acting on them.
08Limitation of liability
To the maximum extent permitted by law, Zoe’s liability for any claim arising from or related to use of the service is limited to the fees paid for the specific engagement that gave rise to the claim. Neither party is liable for indirect, incidental, or consequential damages.
09Termination
Either party may terminate an engagement at any time. Termination seals the case; case data is destroyed under our retention policy (see /privacy), with a destruction certificate issued to the grantor at 30 days. Sections relating to confidentiality, IP, disclaimers, and limitation of liability survive termination.
10Governing law
These terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles. Any disputes will be resolved in the state or federal courts located in Delaware, except where local consumer protection law requires otherwise.
11Changes to these terms
We may update these terms as Zoe evolves. Material changes will be communicated to active customers via email at least 30 days before they take effect. Continued use of the service after the effective date constitutes acceptance of the revised terms.