🥕 Carrot Pay Terms of Service
Welcome to CARROT PAY, owned and operated by CARROT, Inc. By accessing and/or using this App and Site or the Content provided on or through the App and Site, you agree to follow and be bound by the following Terms of Service and our Privacy Policy Please read the Terms of Service carefully. These Terms of Service set out the legally binding terms with respect to your use of the CARROT PAY. If you are unwilling to be bound by these Terms of Service, you should not access or use these Apps and Website. Your failure to comply with the terms, conditions, and notices on this site will result in automatic termination of your account and any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. THESE TERMS AND CONDITIONS ALSO CONTAIN ARBITRATION AND INDEMNITY PROVISIONS, AS WELL AS A CONSENT TO RECEIVE COMMUNICATIONS ELECTRONICALLY IN LIEU OF MAILING YOU PAPER COPIES.
CARROT, Inc. may make improvements or changes in the products, functionality, programs, and services described or provided by this site at any time without notice. Any new features or tools which are added to the current site or Service shall be also subject to the Terms of Service. All visitors and users of all and any aspects of the CARROT PAY are bound by our Terms of Service.
You may not sign up for our services, create an account, or access the functionality of CARROT PAY if you are our direct competitor, except with CARROT, Inc’s prior written consent. In addition, you may not access the website or any of our services for purposes of monitoring their availability, performance, functionality, or for any other benchmarking or competitive purposes.
For the purpose of these Terms of Use, wherever the context so requires "You" or "User" shall mean any natural or legal person over 21 years of age who has agreed to use the CARROT PAY. Whereas, “We” or “Us” stands for CARROT, Inc., the owner and operator of the CARROT PAY. By using the CARROT PAY, you represent and warrant that you are a resident of the United States, 21 years or older, and not listed on any U.S. Government list of prohibited or restricted parties. The CARROT PAY Services may only be used in the United States.
In order to use the CARROT PAY Services, your device must have the ability to receive SMS text messages, an internet connection, and support an up to date version Chrome or Safari browsers.
General App and Site Usage Terms
This site and all content of the CARROT PAY and the functionality of the service may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used for the creation of derivative works without CARROT, Inc. prior written consent, except that CARROT, Inc. grants you non-exclusive, non-transferable, permission to access and display the Web pages and use the service provided by this site, solely on your mobile and your computer. This permission is conditioned on your acceptance of all and any terms, conditions, and notices accompanying the content or otherwise set forth in this site. Notwithstanding the foregoing, any software and other materials that are made available for downloading, access, or other use from this site with their own license terms, conditions, and notices will be governed by such terms, conditions and notices. You acknowledge and agree that CARROT, Inc. does not control the Merchant Content posted to the CARROT PAY, and does not guarantee the accuracy, integrity or quality of such Content. You also acknowledge that, by using CARROT PAY, you may be exposed to Content that you may disagree with, find offensive or objectionable.
In order to access CARROT PAY, you will be required to register with CARROT by providing information about you and selecting a password using the registration form available at Sign up.
If you register, you agree to provide CARROT with accurate and complete registration information, and to inform CARROT immediately of any updates or other changes to such information. For example, you may not enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person.
You are responsible for keeping your password secure. CARROT, Inc. cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
Governing Law
The laws of the State of Nevada without regard to principles of conflict of laws, govern these Terms and Conditions and any claim or dispute that has arisen or may arise between you and CARROT.
Entire Agreement
These Terms and Conditions and other documents (including, but not limited to, the CARROT’s Privacy Policy) referenced in or linked to herein, which are hereby incorporated herein and made a part of these Terms and Conditions by this reference, contain the entire agreement regarding your use of CARROT PAY. If any provision of these Terms and Conditions is deemed to be illegal or unenforceable, such provision shall be enforced to the extent possible, and any remaining illegality or unenforceability will not affect the validity or enforceability of any other provisions of these Terms and Conditions, which together will be construed as if such illegal or unenforceable provision had not been included herein. The section headings are for convenience of reference only and are not to be considered as parts, provisions or interpretations of these Terms and Conditions. You may not transfer or assign any rights or obligations you have under these Terms and Conditions without CARROT's prior written consent. CARROT reserves the right to transfer or assign these Terms and Conditions or any right or obligation hereunder at any time. CARROT's failure to act with respect to a breach by you or others, immediately, does not waive our right to act with respect to that breach or subsequent or similar breaches.
The failure of CARROT, Inc. to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and CARROT, Inc. and govern your use of the Service, superseding any prior agreements between you and CARROT, Inc. (including, but not limited to, any prior versions of the Terms of Service).
You expressly understand and agree that CARROT, Inc. shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
CARROT, Inc. does not warrant that the service will be uninterrupted, timely, secure, or error-free. Your use of CARROT PAY is at your sole risk. The Service is provided on an "as is" and "as available" basis without any warranty or condition, express, implied, or statutory.
You understand that some of your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
We reserve the right to modify or terminate the Service for any reason, without notice at any time.
You agree that you shall not yourself, or assist any other individual, group or entity to download, modify, reproduce, adapt, translate, reverse engineer, create derivative works based upon, publicly display, sell, rent, license or in any way commercially exploit any portion of the CARROT PAY.
You also agree to not directly or indirectly through a third party remove any copyright, trademark or other proprietary rights notice contained in or on the CARROT PAY or change the functionality or formatting of any portion of the web pages that are part of the CARROT PAY. You must not transmit any worms or viruses or any code of a destructive nature.
You agree to not create user accounts by automated means or under false or fraudulent pretenses.
You agree to not create or transmit to other Users unsolicited electronic communications, such as, but not limited to, political messages, pyramid schemes, advertising, promotions, contests, raffles, solicitations, or other "spam," or otherwise interfere with other User usage of the
CARROT PAY
CARROT PAY Services are a payment platform that allow Participating Merchants to accept electronic payments from their Customers for goods and services. By agreeing to these Terms and Conditions, you acknowledge that you understand and agree with the following: (1) CARROT does not control, receive, hold, or transmit funds in connection with a Transaction involving the CARROT PAY Services, (3) neither your bank nor any Participating Merchant's bank is party to this Agreement; and (4) to the extent that your bank, or any Participating Merchant's bank, has any responsibilities contemplated by this Agreement, such responsibilities are governed by separate agreements between you and your bank, and Participating Merchant and their bank, respectively.
The CARROT PAY Services enable Customers to conduct Transactions with Participating Merchants who have enrolled and have been approved as a licensed business for compliance by one of our third party partners to use the CARROT PAY. By using the CARROT PAY Services to conduct a Transaction for goods or services with a Participating Merchant, you authorize payment via an Automated Clearing House ("ACH") transfer from your Designated Bank Account to the Participating Merchant's bank account. As a technology provider to Participating Merchant's bank, CARROT PAY creates a Data File(s) on behalf of Participating Merchant's bank in connection with your purchase of goods or services using the CARROT PAY Services. Upon receipt of the Data File(s), the Participating Merchant's bank processes it in accordance with applicable rules and regulations. In light of the foregoing, you acknowledge that CARROT PAY is not a bank, credit reporting institution, money service business, or money transmitter.
The CARROT PAY Services can only be used by Participating Merchants and in a manner consistent with these Terms and Conditions. CARROT PAY App does not guarantee the identity of a merchant or that your transactions will be completed. CARROT PAY App does not insure, endorse, or assume any liability for products or services you purchase from a Participating Merchant. CARROT PAY does not assume any liability for payments, returns, refunds, chargebacks, declined transactions, or any responsibility with respect to questions or disputes you may have with a Participating Merchant.
During the registration process, you will be required to provide certain personal information, including your name, address, birthdate, email address, text-enabled cellular/wireless telephone number, driver license information, bank & bank account information (collectively, "Customer Information"). You represent and warrant that the Customer Information you provide to CARROT is accurate and complete. You also agree to keep such information true and accurate at all times by logging on to CARROT PAY App and updating such information, as appropriate. You authorize CARROT, directly or through third parties, to make any inquiries or otherwise use such information to verify your identity, obtain a personal credit report from a credit bureau in accordance with the Fair Credit Reporting Act, and perform the services that are necessary to enable you to use the CARROT PAY Services, as well as other uses permitted by CARROT's Privacy Policy. To the extent that we are unable to verify any of your Customer Information, we reserve the right to deny you access to the CARROT PAY Services.
If you are using CARROT PAY To make payments
Communications
By using CARROT PAY, you give your consent to be contacted for the purposes of receiving related notifications and clarification calls and texts. The information provided by you will be governed by the Privacy Policy. We do not sell your information to any third parties.
Charges
If you make a payment using CARROT PAY, the system will settle with your bank account the same day you added funds to your wallet. In case enough funds are not available in your bank account to process your request, an ACH rejection fee of $20 will be charged to your bank account or will be deducted from your wallet account. You will also be notified of this failed attempt via a text message on your registered phone number. The second attempt to charge your bank account with your requested amount plus the penalty fees will automatically be made after 5 business days. Also, we provide you information about the date on which 2nd attempt of executing payment requests will be initiated via SMS & In-app notification. In case the second attempt also fails, we will make a third and final attempt on the next 16th or 30th of the month that falls after 10 days of the failure of the second attempt. If this third attempt also fails to retrieve the funds from your account due to insufficient finds, your account will be referred to a third-party agency to try completing this transaction. Upon having insufficient funds, your bank may assess an NSF fee, please consult your bank for those charges by your bank. If the current balance in your account is still positive you will be able to cancel this wallet load transaction.
After third unsuccessful attempt due to non-availability of funds in your bank account, your account will be put in “Hold” status and you will not be able to use CARROT PAY for making any new transactions till your account is brought back to a good standing.
Copyright
We are the licensee of all the intellectual property rights in the service and the entire material published on it. All the works are protected by the copyright laws and existing treaties across the world. Therefore, all such rights are reserved.
You are allowed to download extracts and print one copy of any pages from the website or services for your personal reference. But, any of the print off or download of the services should not be in breach of the terms of use. If such is found to happen then your right to use the services will cease immediately and you will have to destroy or return the copies of the materials at our opinion.
You must not modify the digital copies of any material that has been downloaded or printed off from our website or mobile application. Also, any illustrations, videos, graphics or any photographs must not be used separately from the accompanying text.
We respect the intellectual belongings of others. If you believe that your work has been copied in a way that constitutes copyright infringement then please contact us at the address written below the heading "Contact Us."
While your communication during any registration, message or chat area or posting any other content, you represent and permit that: (1) you own all the rights to use it as provided in this Terms of Service; (2) all information you provide is accurate, current and true, and does not violate the Terms of Service; and, (3) the content will not cause harm injury to any entity or person. You must use your own legal name. For all such information, you grant us, a non-exclusive right and license to copy, modify, archive, distribute, reproduce and use such information, in any form.
Disclaimers
Functions and features may not be fully operational while the services are under maintenance or upgrades activities.
CARROT, Inc. does not accept any liability for omissions and errors to any information provided to you.
We do not hold any responsibility for any sort of damage or loss of data caused to your computer systems from any download done by you through the website or mobile application.
We are not liable for the inaccuracy of content or data uploaded by third parties or viruses that may infect your system. We also disclaim the liability with respect to the loss, misuse, unavailability or modification of any user content. Furthermore, we do not assure that the information posted is accurate or correct in every case.
Owing to any typographical error, technical fault or product information published, there may be an incorrect reflection of price of any products and in such an event seller may cancel your respective order(s) or deal(s).
The content on the web site or mobile application is summarized and general in nature and is provided for informational purposes only. Any information provided does not constitute any professional advice, or any kind of recommendations.
You hereby give us the database rights you have in your information, with respect to your information thereby enabling us to use the information for the purpose of providing the Services.
Any opinions stated on the Site or application are the opinions of the authors. Dependence on any information provided by other visitors to the Site or us is solely at your own risk.
Third Party Content
We are in no way responsible for the authenticity of the content and shall not be held liable in any manner for any falsification of information posted on the application. You hereby assume all risk of harm resulting from such lack of compliance.
The content posted by you in the form of suggestions and reviews will become our property and you thus grant us the perpetual and transferable rights in such content. For such use of content by us will not entitle you any payment or other compensation.
Please carefully review the third party's policies and practices so as to make sure that you are comfortable with them before you engage in any transaction. Complaints, concerns or questions relating to materials provided by third parties should be forwarded directly to the third party itself.
Compulsions
You are a restricted user of CARROT PAY. You are bound not to copy, modify, distribute, recreate, disseminate, publish, post, or transfer any information or software found from the Web site/mobile application. With our prior consent limited use may be allowed. For the removal of doubt, copying of the content for commercial purposes and unwarranted alteration of any information within the content of the web site or mobile application is not permitted.
You hereby agree not to access the CARROT PAY application by any means other than through the interface that is provided by the Web site or application.
While uploading or posting any information on website or mobile application, you undertake to ensure that the content is not offensive and in absolute accordance with the applicable laws. We shall have the right to edit or remove any content that is alleged to violate, any applicable law or these Terms of Use. Furthermore, you remain solely liable for the content you post in your private messages or on the website.
Conducting a Transaction
CARROT PAY App will prompt you to enter the amount to be paid to the merchant. By entering your amount, you authorize the CARROT, Inc. to originate an ACH debit from your Designated Bank Account in that amount to pay for your purchase. The Participating Merchant and CARROT, Inc. may require you to provide a valid driver's license or other government-issued photo identification.
Your Bank Account
You are solely responsible for complying with any terms set by your bank with respect to your bank account. You may be subject to third-party fees, such as insufficient fund fees, reversal, ACH insufficient funds, or other fees that your bank may charge. The CARROT PAY Services are not a debit card, and the terms, benefits, and protections associated with the CARROT PAY Services may vary from those that apply to a debit card issued by your bank. If you use the CARROT PAY Services to make a purchase that exceeds the balance in the checking account linked to the CARROT PAY Services, that account may become overdrawn even if you chose to not allow overdrafts with respect to a debit card issued by your bank. Similarly, the liability limits applicable to the CARROT PAY Services may be different from those applicable to a debit card issued by your bank.
Participating Merchant Not Required to Accept
A Participating Merchant is not required to accept your payment for goods or services using the CARROT PAY Services. You may not hold CARROT liable for any damages resulting from a Participating Merchant's decision not to accept a payment, including the cost of any substitute goods that you purchase due to such decision.
TRANSACTION LIMITS
At their discretion and without notice, the Participating Merchant and/or Participating Merchant's bank may impose Transaction limitations as they deem appropriate, or as required by State Law.
Electronic Communications Delivery Policy Consent
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that CARROT PAY App provides in connection with your CARROT PAY Profile and your use of the CARROT PAY Services. Communications include, but are not limited to:
All legal and regulatory disclosures and communications associated with the CARROT PAY Services; Agreements and policies (e.g., these Terms and Conditions and the CARROT Privacy Policy), including updates to these agreements or policies, which will be binding and enforceable; Transaction notifications; and all other communications between CARROT and you concerning the CARROT PAY Services.
CARROT will provide these Communications to you by posting them on www.carrot.com website and/or by emailing them to you at the email address/mobile number that you provide to the CARROT PAY App in connection with registration and/or through in-app notifications within your CARROT PAY App. Any electronic Communication will be considered to be received by you within 24 hours after the time CARROT posts it to CARROT.com website, posts it for viewing through the CARROT PAY Apps, or emails it to you.
Hardware and software requirements
In order to access and retain electronic Communications, you will need the following hardware and software: An up-to date device (e.g., personal computer, smartphone, tablet or other electronic device) that is suitable for connecting to the internet and able to download or print;
A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 6.0 and above, Firefox version 2.0 and above, Chrome version 3.0 and above, or Safari 3.0 and above) with cookies enabled; Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format; A valid email address or mobile number; and Sufficient storage space to save past Communications or an installed printer to print them.
CARROT will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from CARROT. By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date.
Withdrawing your consent
You may withdraw your consent to receive Communications electronically by writing to CARROT at contact#carrot.com. If you withdraw your consent to receive Communications electronically, CARROT reserves the right to deny, restrict, or deactivate your use of the CARROT PAY Services. Withdrawal of your consent to receive electronic Communications will be effective only after CARROT has a reasonable period of time to process your withdrawal. In the meantime, you will continue to receive Communications in electronic form. If you withdraw your consent, the legal validity and enforceability of prior electronic Communications will not be affected.
Requesting paper copies
CARROT will not send you a paper copy of any Communication, unless you request it or CARROT otherwise deems it appropriate to do so. You can obtain a paper copy of an electronic Communication by printing it yourself or by contacting CARROT as described above and requesting that CARROT mail you a paper copy, provided that such request is made within a reasonable time after CARROT first provided the electronic Communication and that you have a current mailing address on file with CARROT. If you request paper copies, you understand and agree that CARROT may charge you a processing and delivery fee up to $10.
Updating your contact information
It is your responsibility to keep your primary email address and/or mobile number up to date so that CARROT can communicate with you electronically. You understand and agree that if CARROT sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, CARROT will be deemed to have provided the Communication to you.
Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add CARROT.com to your email address book so that you will be able to receive the Communications CARROT sends to you.
You can update your primary email address, mobile number and street address at any time through the CARROT PAY Services on your mobile device. If your email address becomes invalid such that electronic Communications sent to you by CARROT are returned, CARROT may deem you to be "inactive", and you will not be able to use the CARROT PAY Services until we receive a valid, working email address from you.
Communications in Writing
All Communications in either electronic or paper format from CARROT to you will be considered to be "in writing." You should print or download for your records a copy of this Agreement and any other Communications that are important to you.
Federal Law
You acknowledge and agree that your consent to electronic Communications is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (the "E-Sign Act"), and that both Parties intend that the E-Sign Act applies to the fullest extent possible to validate CARROT’s ability to conduct business with you by electronic means.
Termination / Changes
CARROT reserves the right, in its sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions by which CARROT provides electronic Communications. CARROT will provide you with notice of any such termination or change as required by law.
Survival
In the event of termination of your use of the CARROT PAY Services, the provisions herein that by their nature are continuing shall survive such termination, including, but not limited to, the disclaimers and limitations of liabilities. Obligations that have accrued on or prior to such termination shall also survive termination.
Message and Data Rates May Apply
Messaging and data usage are required to utilize the CARROT PAY Services. Therefore, you may incur message and data charges billed by your data and message provider.
CARROT PAY App Profile
In the event you satisfy the registration requirements set forth in this agreement, you will become an authorized CARROT PAY Services user with a CARROT PAY Profile containing your Customer Information. You will need your registered email and password to access your CARROT PAY App.
Collection and Use of Technical Information
You agree that CARROT may collect and use technical data and related information including, but not limited to, information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the CARROT PAY Services. CARROT may also use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.
Transaction History
The CARROT PAY Services will maintain a record of your Transactions using the CARROT PAY Services for the previous two (2) years.
PRIVACY
Your privacy is extremely important to CARROT. CARROT will comply with its Privacy Policy and applicable law and regulations relating to CARROT’s collection of your Customer Information. Beyond the disclosure of limited Customer Information necessary to complete a Transaction, CARROT will not share or disclose Customer Information outside the parameters of this Agreement unless compelled to do so by law.
Lost Or Stolen Information Or Phone; Error Resolution
If you believe that any of your CARROT PAY App Services Profile account information, or your mobile device registered to use the CARROT PAY Services, has been lost or stolen, or if you believe that an electronic fund transfer has been made without your permission using information from your CARROT PAY Services Profile, you should immediately contact CARROT’s team at accounts accounts@getcarriot.io.
In case of errors or questions about Transactions using the CARROT PAY Services, you should contact the Participating Merchant where you conducted your purchase or your bank for resolution.
Cancellation
CARROT, Inc. may, at its sole discretion and without notice, terminate or suspend your account or ability to use the CARROT PAY APP, in whole or in part, for any reason or no reason, at any time, without liability of any kind.
Fraud
Without limiting any other remedies, CARROT, Inc. may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
No Unlawful or Prohibited Use
You agree not to use the Site or Content provided on or through the Site for any purpose that is unlawful, unauthorized, or prohibited by these Terms of Service, or the rules, guidelines or terms of service posted for a specific area of the Site or Content provided on or through the Site. You also agree to not use the CARROT PAY and/ or any User Content to violate any applicable local, state, federal or international law (including but not limited to copyright laws) as well as the laws of the United States and the State of Delaware. You may also invite people you know to join the CARROT PAY App.
Copyright
If you believe any Content or any other aspect of the CARROT PAY infringes your copyright, you should send written notice of copyright infringement to CARROT, Inc.'s Legal Department at the following address legal@carrot.com with the following information –
A description of the copyrighted work that you claim has been infringed and information on where the material that you claim is infringing is located on the CARROT PAY App.
A statement by you made under penalty of perjury that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law and that the information in your notice is accurate and that you are the owner of the copyright at issue or are authorized to act on the copyright owner's behalf.
LIMITATION OF LIABILITY
IN NO EVENT SHALL CARROT, INC. BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE. CERTAIN STATE LAWS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A STATE, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542.
IN NO EVENT WILL CARROT, INC. BE LIABLE TO ANYONE FOR ANY DAMAGE OR LOSS OF ANY NATURE WHATSOEVER ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY USER CONTENT, ANY ERROR OR OMISSION IN ANY USER CONTENT, ANY CLAIM THAT ANY USER CONTENT IS DEFAMATORY, LIBELOUS OR VIOLATES ANY RIGHT OF ANY THIRD PARTY, OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY. YOU EXPRESSLY AGREE THAT YOU BEAR ANY AND ALL RISKS ASSOCIATED WITH YOUR ACCESS TO, CONTRIBUTION TO, USE OF AND/OR RELIANCE ON USER CONTENT.
IN NO EVENT SHALL CARROT, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (i) THESE TERMS AND CONDITIONS, (ii) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE CARROT PAY Services, OR (iii) ANY GOODS OR SERVICES PURCHASED, RECEIVED, OR PAID FOR USING THE CARROT WEB APP WALLET SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER CARROT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION OF LIABILITY SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Force Majeure
CARROT shall not be liable for any delay or failure in the performance or in delivery or shipment of materials, or for any damages suffered by you by reason of such delay or failures, directly or indirectly caused by or in any manner arising from or connected with acts of God, acts of public enemies, riots, strikes, acts of governmental agencies, labor difficulties, failure of our power, telecommunications or other suppliers, viruses or other malware, security breaches, delays in securing or shortages of raw materials, breakdown or destruction of any system or equipment, or any other cause or causes beyond CARROT’s control, whether or not similar to those enumerated herein.
DISCLAIMER OF WARRANTY
USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, CONTENT, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. CARROT, INC. EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, CARROT, INC. MAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
THE CARROT PAY ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. USE OF THE CARROT PAY Services ARE AT YOUR OWN RISK. CARROT, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND REPRESENTATIVES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, DATA SECURITY, VIRUS FREE OPERATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CARROT DOES NOT HAVE CONTROL OF, OR LIABILITY FOR, ANY PRODUCTS OR SERVICES THAT ARE PAID FOR IN CONNECTION WITH YOUR USE OF THE CARROT PAY Services AND CANNOT ENSURE THAT ANY THIRD PARTY YOU TRANSACT WITH WILL COMPLETE THE TRANSACTION. CARROT DOES NOT REPRESENT OR WARRANT THAT THE CARROT PAY Services WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CARROT OR THROUGH THE CARROT PAY Services WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. CARROT SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION OR SETTLEMENT OF TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Indemnification
You agree to defend, indemnify and hold harmless CARROT, its affiliates, third-party vendors and their respective officers, directors, agents, employees, and representatives from any and all claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) arising from: (a) your violation of these Terms and Conditions; (b) your use of the CARROT PAY Services; (c) any purchases you make using the CARROT PAY Services; or (d) your actual or alleged violation of any third party rights, or any applicable laws, regulations or rules. CARROT, Inc. 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 these claims. You agree not to settle any matter without the prior written consent of CARROT, Inc.
Compliance with Law and Accuracy of Payments
You are solely responsible for ensuring that your use of the CARROT PAY is in conformance with applicable federal, state and local laws and regulations (with the exceptions of any federal laws regarding the sale, use, or distribution of state-legal marijuana).You acknowledge that you are responsible for the accuracy of all payments sent using the CARROT PAY Services, including, but not limited to, the accuracy of the amount paid and the recipient.
Disputes with Participating Merchants
CARROT is not responsible for any dispute you may have with a Participating Merchant relating to the payment of goods or services using the CARROT PAY Services. Accordingly, you hereby release CARROT, its affiliates, and their respective officers, directors, agents, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
THIRD PARTY AGREEMENTS
Your use of the CARROT PAY Services may be subject to separate agreements you may enter into with your mobile device operating system provider, your mobile device manufacturer, your mobile service carrier, and other parties involved in providing your mobile device service. You agree to comply with all applicable third party terms of agreement that might apply when using the CARROT PAY Services. CARROT is not a party to those agreements and has no responsibility for the products and services provided by third parties.
Information CARROT PAY App publishes may contain references or cross references to CARROT PAY products, and programs that are not announced or available in your region or country. Such references do not imply that CARROT, Inc. intends to announce or make available such products, programs, or services in your region or country. Please contact our office using the contact page in CARROT.ai website for further information.
Applicable Laws
All matters relating to your access to, and use of, the Site and Content provided on or through or uploaded to the Site shall be governed by U.S. federal law or the laws of the State of Nevada. Any legal action or proceeding relating to your access to, or use of, the Site or Content shall be instituted in a state or federal court in Nevada. You and CARROT Inc. agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
Export Restrictions/Legal Compliance
You may not access, download, use or export the Site, or the Content provided on or through the Site, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the services and products of CARROT, Inc. in violation of any such restrictions, laws or regulations, or without all necessary approvals.
PROHIBITIONS
1.(A) You agree that in connection with your use of the CARROT PAY Services, or your interaction with CARROT PAY App and CARROT, you will not:
(i) breach these Terms and Conditions;
(ii) provide false or inaccurate information to CARROT PAY App, including identity information;
(iii) engage in transactions involving illegal activities, goods, or services (except those involving the sale, distribution, or use of state-legal marijuana);
(iv) engage in transactions involving sexually oriented materials or services;
(v) engage in transactions involving ammunition, firearms, or firearm parts or accessories;
(vi) engage in transactions involving the sale of traveler's checks or money orders;
(vii) engage in transactions involving currency exchanges or check cashing businesses or digital /crypto currencies such as bitcoins;
(viii) infringe CARROT's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
(ix) facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
(x) use any robot, spider, other automatic device, or manual process to monitor or copy CARROT PAY;
(xi) use any device, software or routine to bypass robot exclusion headers, or interfere or attempt to interfere, with CARROT PAY services;
(xii) violate any posted Acceptable Use Policy;
(xiii) exploit the CARROT PAY Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity; or
(xiv) export the CARROT PAY Services or software outside of the United States.
(B) If CARROT has reason to believe that you have engaged in any action prohibited above, we may take various actions, including, but not limited to, the following:
(i) close, suspend, or limit your access to the CARROT PAY Services;
(ii) contact your bank, law enforcement, or impacted third parties; and
(iii) take legal action against you.
ARBITRATION
This Section ("Arbitration Provision") sets forth the circumstances and procedures under which Claims may be arbitrated instead of litigated in court.
Opt-Out Process.
If you do not wish to be subject to this Arbitration Provision, you must notify CARROT, Inc. in writing within sixty (60) calendar days of registering for the CARROT PAY Services at the following address 7031 Koll Center Pkwy, Suite 210 Pleasanton, CA 94566. Your written notice must include your name, address, social security number / EIN, and a statement that you wish to opt out of the Arbitration Provision.
Initiation of Arbitration Proceeding/Selection of Administrator
Any Claim shall be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration Provision and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims shall be referred to either the Judicial Arbitration and Mediation Services ("JAMS"), or the American Arbitration Association ("AAA"), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you have the right within thirty (30) days after you receive notice of our election to select either of the other organizations listed to serve as arbitrator administrator. For a copy of the procedures to file a Claim or for other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.
Significance of Arbitration
IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR CARROT, Inc. WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF THE JAMS, OR AAA, AS APPLICABLE (THE "CODE"). FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. EXCEPT AS SET FORTH BELOW, THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
Restrictions on Arbitration
If either Party elects to resolve a Claim by arbitration, that Claim shall be arbitrated on an individual basis. There is no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other users of the CARROT PAY Services or other persons similarly situated. The arbitrator's authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator's authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties.
Arbitration Procedures
This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the "FAA"). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Arbitration Provision shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. The arbitrator's decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which shall consider anew any aspect of the initial award objected to by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct an arbitration pursuant to its Code and issue its decision within one hundred twenty (120) days of the date of the appellant's written notice. The decision of the panel shall be by majority vote and shall be final and binding.
Location of Arbitration/Payment of Fees
Any arbitration hearing that you attend shall take place in the federal judicial district of your primary residence. At your written request, we will consider in good faith making a temporary advance of all or part of the filing administrative and/or hearing fees for any Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration (or appeal).
Continuation
This Arbitration Provision is binding upon and benefits you, your respective heirs, successors and assigns. This Arbitration Provision is binding upon and benefits us, our successors and assigns, and related third parties. This Arbitration Provision shall survive termination of your use of the CARROT, Inc. Services and these Terms and Conditions as well as voluntary payment of any debt in full by you, any legal proceeding by us to collect a debt owed by you, and any bankruptcy by you or us. If any portion of this Arbitration Provision is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Provision, these Terms and Conditions or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.
DEFINITIONS
"ACH" means the Automated Clearing House network for the electronic funds transfer system governed by the NACHA Rules.
"ACH Debit" means a withdrawal of funds from Customer's bank account for payment to a Participating Merchant.
"Applicable Law" means, as applicable, all federal, state or other governmental statutes, codes, ordinances, laws, regulations, rules, guidance, written directives, orders and decrees applicable to the CARROT, Inc. Services or the NACHA Rules.
"Bank" means a bank, credit union, or other U.S. depository financial institution.
"Claim" means any claim, dispute, or controversy between you and CARROT, Inc. arising from or relating to the CARROT, Inc. Services and/or these Terms and Conditions.
"Customer" means an individual who has used CARROT PAY to make payment(s).
"Customer Information" means any information collected by CARROT, Inc.’s CARROT PAY from Customers, including name, address, date of birth, social security number, phone number, photograph, username, password, and personal access code.
"Data" means Transaction Information and Customer Information.
"Data File" means properly formatted NACHA files created by CARROT, Inc.
"Designated Bank Account" means the checking or share draft account at a U.S. depository financial institution designated by Customer for debit/credit to conduct Transactions using the CARROT CARROT PAY Services.
“CARROT's CARROT PAY Services" means the services provided by CARROT, Inc., including (i) the creation of NACHA files, on behalf of Merchant's bank, upon a Customer authorizing Merchant to originate ACH debit/credit transaction(s) to the Customer's Designated Bank Account for debit/credit to Merchant's account in exchange for goods or services provided by Merchant to the Customer; (ii) access to and use of the CARROT software.
"CARROT Profile" means Customer Information and Transaction History held by CARROT, Inc’s CARROT PAY.
"NACHA" means the National Automated Clearing House Association.
"NACHA Rules" means the bylaws, operating rules, guidelines or other requirement of NACHA, as amended from time to time.
"Participating Merchant" means a merchant utilizing the CARROT payment software.
"Transaction" means a Customer's purchase of goods or services from a Participating Merchant utilizing the CARROT’s CARROT PAY Services.
"Transaction History" means a record of Customer's Transactions with Participating Merchants using the CARROT’s CARROT PAY Services.
"Transaction Information" means information generated in connection or related to a Transaction utilizing the CARROT’s CARROT PAY Services.