Last Updated: July 22, 2025
Operated by Optenics LLC dba ZoiFlow

These Terms and Conditions (“Terms”) govern your access to and use of the website located at www.zoiflow.com (the “Website”), including any services, products, events, or structured placement offerings provided by Optenics LLC dba ZoiFlow (“ZoiFlow,” “we,” “us,” or “our”).

By using our Website or engaging in any ZoiFlow program, product, or offering, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Website or services.

1. Our Services

ZoiFlow provides structured participation in real-world assets owned, operated, or managed by ZoiFlow or its subsidiaries. These may include:

• Residential and commercial rental properties

• Operating businesses

• Specialty vehicles or equipment

• Other tangible or cash-flowing assets

You are not purchasing, investing in, or acquiring ownership in any asset. Instead, ZoiFlow offers structured access to performance through tiered placements. ZoiFlow retains full operational control of all assets.

2. Legal and Financial Nature of Placements

Structured placements are not securities, investment contracts, or fractional interests. ZoiFlow is not a broker-dealer, investment advisor, or investment company. All participation is private and governed solely by the written agreement you enter into with us.

We do not guarantee returns, appreciation, or disbursements. Consult your legal, tax, or financial advisor before engaging.

3. Eligibility

The Website is intended for U.S. residents 18 years or older. By using our platform, you affirm:

• You are legally able to enter into contracts.

• You are not acting on behalf of a prohibited jurisdiction or individual.

• You understand ZoiFlow does not provide financial advice.

4. Asset Ownership & Control

Unless stated otherwise in writing:

• All assets are owned or controlled by ZoiFlow or its affiliates.

• ZoiFlow retains full management, operational discretion, and control.

• No structured placement grants you equity, lien, or beneficial ownership rights.

In some cases, we may acquire an asset for assignment to a placement participant.

5. Structured Placement Terms

By participating in any ZoiFlow placement:

• You acknowledge no ownership or investor rights are conveyed.

• You agree to the performance-based model and tier assigned.

• You waive any claim to control, influence, or inspection rights over the asset.

Placement agreements may include limits on duration, disbursement schedule, renewal, or replacement.

6. Payments, Refunds & Chargebacks

All placement fees, digital access, or onboarding fees are non-refundable once activated. You are responsible for the full value of the agreed payment plan or placement amount.

Removing your payment method, initiating a chargeback, or failing to pay may:

• Result in account suspension

• Trigger collections or legal action

• Result in forfeiture of your access or any accrued rights

Partial payments do not entitle you to partial returns or prorated services.

7. No Guarantee of Returns

ZoiFlow makes no guarantees of income, results, disbursements, or financial outcomes. Testimonials or case studies shown are illustrative and not representative of typical experiences.

All participation is at your own risk. You are responsible for conducting your own due diligence.

8. Events, Access, and Publicity

ZoiFlow may host live or virtual events. By attending, you agree:

• No refunds or transfers on event tickets unless explicitly allowed in writing.

• You may be photographed or recorded.

• You grant ZoiFlow the irrevocable right to use your name, likeness, voice, or testimonial for marketing.

• Unauthorized video, live-streaming, or commercial use is prohibited and may result in removal without refund.

9. Community & No-Solicitation Policy

To maintain a professional environment, ZoiFlow prohibits solicitation inside:

• Private member communities

• ZoiFlow-hosted groups, Zoom calls, or in-person meetups

• Event venues

Prohibited activities include recruiting, marketing outside services, or promoting non-ZoiFlow ventures. Violators may be removed without refund.

10. Intellectual Property

All content, visuals, code, logos, data, and tools provided by ZoiFlow are our intellectual property. You may not copy, reproduce, modify, or create derivative works without written permission.

11. Use of the Website

You agree not to:

• Access unauthorized areas or systems

• Transmit viruses, spam, or malicious code

• Misrepresent your identity or affiliations

• Violate laws or third-party rights

We may suspend or terminate accounts for any misuse.

12. Privacy

Our Privacy Policy governs how we collect and use your information. By using our services, you consent to these practices.

Read it at: www.zoiflow.com/privacy-policy

13. Force Majeure

We are not liable for delays or failures caused by events outside our control, including natural disasters, pandemics, internet outages, acts of government, or other force majeure events.

14. Indemnification

You agree to indemnify and hold harmless ZoiFlow, its officers, employees, and affiliates from any claims, damages, losses, or legal fees resulting from:

• Your use of our Website or services

• Your breach of these Terms

• Any misrepresentation or misuse of submitted data

15. Limitation of Liability

To the maximum extent allowed by law, ZoiFlow is not liable for:

• Loss of profits or revenue

• Delays, service interruptions, or errors

• Asset underperformance

• Any consequential or indirect damages

Your sole remedy is to discontinue use of the services.

16. Third-Party Services and Affiliates

Some services or offerings may involve third-party platforms, affiliates, or partners. ZoiFlow is not responsible for the accuracy, conduct, or results of services not directly provided by us.

If you make a purchase or placement via an affiliate, you are subject to their terms. We are not liable for refund or support unless ZoiFlow directly fulfills the product.

17. Arbitration & Dispute Resolution

All disputes shall be resolved via binding arbitration in Clark County, Nevada, under the American Arbitration Association rules. Class action waivers apply.

18. Governing Law

These Terms shall be governed by the laws of the State of Nevada, without regard to conflict of law principles.

19. Termination

We may suspend or terminate your account at any time without notice. All intellectual property, indemnification, disclaimer, and liability clauses shall survive termination.

20. Changes to These Terms

We may update these Terms at any time. Continued use of the Website after an update constitutes your acceptance. The current version will always be available at: www.zoiflow.com/terms

21. Contact

For legal questions or inquiries:
info@zoiflow.com
Operated by Optenics LLC
www.zoiflow.com