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Acceptance of These Terms of Service

Carrot Cart, Inc, (d/b/a Carrot) (ÒCarrot,Ó Òwe,Ó Òus,Ó or ÒourÓ) provides our services (described below) and

related content to you through our website located at https://carrot.link/ (the ÒSiteÓ), Carrot Shopping

mobile application (the ÒMobile AppÓ), Browser Extension (as defined below) and related technologies

(collectively, including the Mobile App, the Browser Extension, and the Site, including any updated or new

features, functionality and technology, the ÒServiceÓ). All access and use of the Service is subject to the

terms and conditions contained in these Terms of Service (as amended from time to time, these ÒTerms of

ServiceÓ). By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you

acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do

not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise

use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any

time. If we do this, we will post the changes on this page and will indicate at the top of this page the date

these Terms of Service were last revised. You may read a current, effective copy of these Terms of

Service by visiting the ÒTerms of ServiceÓ link on the Site and Mobile App. We will also notify you of any

material changes, either through the Service user interface, a pop-up notice, email, or through other

reasonable means. Your continued use of the Service after the date any such changes become effective

constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review

the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or

any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use)

the Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO

ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS,

REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED

EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL

ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST

CARROT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS

OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK

RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL

BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US

RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy: At Carrot, we respect the privacy of our users. For more information please see our

consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any

additional terms applicable to such features that may be posted on or within the Service from time to time.

All such terms are hereby incorporated by reference into these Terms of Service.

Creators and Subscribers: ÒYouÓ or ÒyouÓ refers to you, as a user of the Service. Users include

influencers that curate product and service recommendations (ÒCreatorsÓ), users who subscribe to receive

Creator recommendations (ÒSubscribersÓ) and other visitors to and users of the Site, Browser Extension

and/or Mobile App.

Access and Use of the Service

: August 27, 2024

DUPE TERMS OF SERVICE

Date of Last Revision

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Service Description: The Service is designed to organize your online shopping activity through a

Browser Extension that automatically collects your online shopping cart activity, and enables you to

review, sort, compare and track items in your shopping carts across various retailers. The Browser

Extension is compatible with Chromium browsers, and may be available in connection with other

browsers in the future, at CarrotÕs sole discretion. The Service is also accessible through a Mobile App.

Users may subscribe to receive Creator recommendations via emails from Creators through both free and

paid subscriptions (ÒSubscriptionsÓ).

Your Registration Obligations: You may be required to register with Carrot or provide information about

yourself (e.g., name and email address) in order to access and use certain features of the Service. If you

choose to register for the Service, you agree to provide and maintain true, accurate, current, and

complete information about yourself as prompted by the ServiceÕs registration form. Registration data and

certain other information about you are governed by our Privacy Policy. If you are under 13 years of age,

you are not authorized to use the Service, with or without registering. In addition, if you are under 18

years old, you may use the Service, with or without registering, only with the approval of your parent or

guardian.

Member Account, Password and Security: You are responsible for maintaining the

confidentiality of your password and account details, if any, and are fully responsible for any and all

activities that occur under your password or account. You agree to (a) immediately notify Carrot of any

unauthorized use of your password or account or any other breach of security, and (b) ensure that you

exit from your account at the end of each session when accessing the Service. Carrot will not be liable for

any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service: Carrot reserves the right to modify or discontinue, temporarily or

permanently, the Service (or any part thereof) with or without notice. You agree that Carrot will not be

liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage: You acknowledge that Carrot may establish

general practices and limits concerning use of the Service, including the maximum period of time that

data or other content will be retained by the Service and the maximum storage space that will be allotted

on CarrotÕs or its third-party service providersÕ servers on your behalf. You agree that Carrot has no

responsibility or liability for the deletion or failure to store any data or other content maintained or

uploaded by the Service. You acknowledge that Carrot reserves the right to terminate accounts that are

inactive for an extended period of time. You further acknowledge that Carrot reserves the right to change

these general practices and limits at any time, in its sole discretion, with or without notice.

Subscriptions

Pricing: The Subscriptions and their prices are listed on the Site. Creators may offer their

Subscription for free or for a fee, to be determined in CarrotÕs discretion. At any time, Carrot may change

the prices for Subscriptions and/or cease offering Subscriptions. There may also be delays in updating

information on the Service regarding Subscriptions. Subscriptions may be mispriced, described

inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of

any information found on the Service.

Canceling Subscriptions: If you want to cancel a Subscription, you may unsubscribe by clicking the

ÒManageÓ button on the Subscriptions section of your account settings page. Such cancellation will take

effect at the end of your current Subscription period, and you will continue to have access to your

Subscription for the remainder of the Subscription period. Such cancellation cancels only future charges

associated with your Subscription. In order of avoid future charges, you must cancel your Subscription

prior to the end of your current Subscription period.

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Disclaimer Regarding Creators:

You acknowledge that Carrot does not guarantee or endorse any Creators and/or the recommendations

or other content generated by such Creators. All Subscriptions are provided solely by Creators.

Information provided by a Creator may contain errors or inaccuracies and may not be complete or current.

Carrot does not guarantee that a Creator will actually provide recommendations on any particular

schedule or including any particular content. Carrot makes no representations or warranties about the

suitability, validity, reliability, timeliness or accuracy of any information provided by Creators and does not

independently verify this information, and Carrot makes no representations or warranties as to the quality,

safety or legality of the Creator recommendations, or that they will meet your requirements, needs or

expectations. Carrot has no control over the Creator recommendations. Carrot will not be responsible or

liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection

with use of or reliance on any User Content (as defined below), including User Content generated by

Creators. Carrot is not responsible to you for any disputes with or liability that may arise with a Creator.

Payment

Paid Subscriptions: You agree to have sufficient funds or credit available upon initiating a paid

Subscription. You acknowledge that Carrot collects ten percent (10%) of the total purchase price and

other fees paid for Subscriptions; this commission is agreed to by Creators.

Payment Method: Collection of your credit card or other payment information and the processing of

payment of fees for Subscriptions will be performed by third party payment processor (the ÒPayment

ProcessorsÓ). Carrot currently uses Stripe as its Payment Processors, but reserves the right to change

any or all Payment Processors. You will tender payment to the applicable Payment Processor, and fees

will be processed by the applicable Payment Processor. You are bound by the applicable Payment

ProcessorÕs terms and conditions for the processing of payments, as the same may be modified by such

Payment Processor from time to time (collectively, the ÒPayment Processor TermsÓ). Information provided

to any Payment Processor is governed by the applicable Payment Processor Terms. We are not

responsible for the performance of any Payment Processor. You represent and warrant to Carrot that

such information is true and that you are authorized to use the payment instrument. You will promptly

update your account information with any changes (for example, a change in your billing address or credit

card expiration date) that may occur. You agree to pay Carrot the amount specified for your Subscription

in accordance with these Terms of Service. You shall be responsible for all taxes associated with your

use of the Service other than U.S. taxes based on CarrotÕs net income. If all eligible payment methods

we have on file for you are declined or your payment otherwise fails, we may immediately cancel or

revoke your access to the Service or terminate your account. If you contact your bank or credit card

company to decline or reverse the charge of fees, we may revoke your access to the Service in general

or terminate your account. If you dispute any charges you must inform Carrot by emailing us at

support@addtocarrot.com within thirty (30) days after the date that Carrot charges you.

Conditions of Access and Use

User Conduct: You are solely responsible for all code, video, images, information, data, text,

software, music, sound, photographs, graphics, messages, and other materials (ÒcontentÓ) that you make

available to Carrot, including by uploading, posting, publishing, or displaying (hereinafter, Òupload(ing)Ó)

via the Service or by emailing or otherwise making available to other users of the Service (collectively,

ÒUser ContentÓ). The following are examples of the kinds of content and/or uses that are illegal or

prohibited by Carrot. Carrot reserves the right to investigate and take appropriate legal action against

anyone who, in CarrotÕs sole discretion, violates this provision, including removing the offending content

from the Service, suspending or terminating the account of such violators, and reporting the violator to

law enforcement authorities. You agree to not use the Service to:

email or otherwise upload any content that (i) infringes any intellectual property or other

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proprietary rights of any party; (ii) you do not have a right to upload under any law or under

contractual or fiduciary relationships; (iii) contains software viruses or any other computer code,

files or programs designed to interrupt, destroy, or limit the functionality of any computer software

or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to

any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials,

commercial activities and/or sales, Òjunk mail,Ó Òspam,Ó Òchain letters,Ó Òpyramid schemes,Ó

Òcontests,Ó Òsweepstakes,Ó or any other form of solicitation; (vi) is unlawful, harmful, threatening,

abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic,

libelous, invasive of anotherÕs privacy, hateful, discriminatory, or otherwise objectionable; or (vii)

in the sole judgment of Carrot, is objectionable or which restricts or inhibits any other person from

using or enjoying the Service, or which may expose Carrot or its users to any harm or liability of

any type;

interfere with or disrupt the Service or servers or networks connected to the Service, or disobey

any requirements, procedures, policies, or regulations of networks connected to the Service;

violate any applicable local, state, national, or international law, or any regulations having the

force of law;

impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a

person or entity;

solicit personal information from anyone under the age of 18;

harvest or collect email addresses or other contact information of other users from the Service by

electronic or other means for the purposes of sending unsolicited emails or other unsolicited

communications;

advertise or offer to sell or buy any goods or services for any business purpose that is not

specifically authorized;

further or promote any criminal activity or enterprise or provide instructional information about

illegal activities;

obtain or attempt to access or otherwise obtain any content or information through any means not

intentionally made available or provided for through the Service;

circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or

geographic restrictions on any content (including Service Content (as defined below)) available

on or through the Service, including through the use of virtual private networks; or

engage in or use any data mining, robots, scraping, or similar data gathering or extraction

methods. If you are blocked by Carrot from accessing the Service (including by blocking your IP

address), you agree not to implement any measures to circumvent such blocking (e.g., by

masking your IP address or using a proxy IP address or virtual private network).

Competitors: No employee, independent contractor, agent, or affiliate of any competing company

engaged in providing an online shopping application is permitted to view, access, or use any portion of

the Service without express written permission from Carrot. By viewing, using, or accessing the Service,

you represent and warrant that you are not a competitor of Carrot or any of its affiliates, or acting on

behalf of a competitor of Carrot in using or accessing the Service.

Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not

to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from,

modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Service,

use of the Service, or access to the Service. The Service is for your personal use.

Mobile Services and Software

Mobile Services: The Service includes certain services that are available via a mobile device, including

(i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service

from a mobile device, and (iii) the ability to access certain features and content through Mobile Apps

(collectively, the ÒMobile ServicesÓ). To the extent you access the Service through a mobile device, your

wireless service carrierÕs standard charges, data rates, and other fees may apply. In addition,

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downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier,

and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree

that we may communicate with you regarding Carrot and other entities by SMS, MMS, text message, or

other electronic means to your mobile device and that certain information about your usage of the Mobile

Services may be communicated to us. In the event you change or deactivate your mobile telephone

number, you agree to promptly update your Carrot account information to ensure that your messages are

not sent to the person that acquires your old number.

Browser Extension License: Carrot provides a browser extension that enables the tracking of your

shopping cart activities (the ÒBrowser ExtensionÓ). Subject to these Terms of Service, Carrot hereby

grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install

the Browser Extension on one device and (b) use the Browser Extension for your own personal use solely

to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the

Browser Extension on another device on which you also agreed to these Terms of Service. Each instance

of these Terms of Service that you agree to in connection with downloading the Browser Extension grants

you the aforementioned rights in connection with the installation and use of the Browser Extension on one

device.

Mobile App License: Subject to these Terms of Service, Carrot hereby grants to you a limited, revocable,

non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile

device and (b) use the Mobile App for your own personal use solely to access and use the Service. For

clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on

which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree

to in connection with downloading a Mobile App grants you the aforementioned rights in connection with

the installation and use of the Mobile App on one device.

Ownership; Restrictions: The technology and software underlying the Service or distributed in

connection therewith are the property of Carrot, its affiliates, and its licensors (including the Browser

Extension, the ÒSoftwareÓ). You agree not to copy, modify, create a derivative work of, reverse engineer,

reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or

otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by

Carrot.

Special Notice for International Use; Export Controls: Carrot is headquartered in the United States. If

you access or use the Service from outside of the United States, you do so at your own risk. Whether

inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of

your specific jurisdiction. Software available in connection with the Service and the transmission of

applicable data, if any, is subject to United States export controls. No Software may be downloaded from

the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using

the Software is at your sole risk.

Apple-Enabled Software: With respect to Mobile Apps that are made available for your use in

connection with an Apple-branded product (the ÒApple-Enabled SoftwareÓ), in addition to the other terms

and conditions set forth in these Terms of Service, the following terms and conditions apply:

●

Carrot and you acknowledge that these Terms of Service are concluded between Carrot and you

only, and not with Apple Inc. (ÒAppleÓ), and that as between Carrot and Apple, Carrot, not Apple,

is solely responsible for the Apple-Enabled Software and the content thereof.

●

You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent

with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the

Apple Media Services Terms and Conditions.

●

Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the

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Apple-Enabled Software on an iOS product that you own or control, as permitted by the ÒUsage

RulesÓ set forth in the Apple Media Services Terms and Conditions, except that such Apple-

Enabled Software may be accessed and used by other accounts associated with the purchaser

via AppleÕs Family Sharing or volume purchasing programs.

●

Apple has no obligation whatsoever to provide any maintenance or support services with respect

to the Apple-Enabled Software.

●

Apple is not responsible for any product warranties, whether express or implied by law. In the

event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you

may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, if any,

to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty

obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses,

liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty,

which will be CarrotÕs sole responsibility, to the extent it cannot be disclaimed under applicable

law.

●

Carrot and you acknowledge that Carrot, not Apple, is responsible for addressing any claims of

you or any third party relating to the Apple-Enabled Software or your possession and/or use of

that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-

Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c)

claims arising under consumer protection, privacy, or similar legislation.

●

In the event of any third-party claim that the Apple-Enabled Software or your possession and use

of that Apple-Enabled Software infringes that third partyÕs intellectual property rights, as between

Carrot and Apple, Carrot, not Apple, will be solely responsible for the investigation, defense,

settlement, and discharge of any such intellectual property infringement claim.

●

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 Òterrorist

supportingÓ country; and (b) you are not listed on any U.S. Government list of prohibited or

restricted parties.

●

If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they

should be directed to Carrot as follows:

legal@addtocarrot.com

(917) 909-4660

Carrot Cart, Inc

●

You must comply with applicable third-party terms of agreement when using the Apple-Enabled

Software, e.g., your wireless data service agreement.

●

Carrot and you acknowledge and agree that Apple, and AppleÕs subsidiaries, are third-party

beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that,

upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the

right (and will be deemed to have accepted the right) to enforce these Terms of Service against

you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.

Google-Sourced Software: The following applies to any Mobile App you download from the Google Play

Store (ÒGoogle-Sourced SoftwareÓ): (a) you acknowledge that these Terms of Service are between you

and Carrot only, and not with Google, Inc. (ÒGoogleÓ); (b) your use of Google-Sourced Software must

PO Box 780 Abingdon,

MD 21009

United States

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comply with GoogleÕs then-current Google Play Terms of Service; (c) Google is only a provider of Google

Play where you obtained the Google-Sourced Software; (d) Carrot, and not Google, is solely responsible

for CarrotÕs Google-Sourced Software; (e) Google has no obligation or liability to you with respect to

Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a

third-party beneficiary to these Terms of Service as it relates to CarrotÕs Google-Sourced Software.

Intellectual Property Rights

Service Content: You acknowledge and agree that the Service may contain content or features

(ÒService ContentÓ) that are protected by copyright, patent, trademark, trade secret, or other proprietary

rights and laws. Except as expressly authorized by Carrot, you agree not to modify, copy, frame, scrape,

rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content,

in whole or in part, except that the foregoing does not apply to your own User Content (as defined below)

that you upload to or make available through the Service in accordance with these Terms of Service. Any

use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The Carrot name and logos are trademarks and service marks of Carrot (collectively the

ÒCarrot TrademarksÓ). Other Carrot, product, and service names and logos used and displayed via the

Service may be trademarks or service marks of their respective owners who may or may not endorse or

be affiliated with or connected to Carrot. Nothing in these Terms of Service or the Service should be

construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Carrot

Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill

generated from the use of Carrot Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Carrot be liable in any way for any content or

materials of any third parties (including users), including for any errors or omissions in any content, or for

any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that

Carrot does not pre-screen content, but that Carrot and its designees will have the right (but not the

obligation) in their sole discretion to refuse or remove any content that is available via the Service.

Without limiting the foregoing, Carrot and its designees will have the right to remove any content that

violates these Terms of Service or is deemed by Carrot, in its sole discretion, to be otherwise

objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any

content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to such

User Content, including all copyrights and rights of publicity contained therein. You hereby grant Carrot

and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-

up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable

license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in

connection with the operation of the Service and the promotion, advertising or marketing of the foregoing

in any form, medium or technology now known or later developed. You assume all risk associated with

your User Content and the transmission of your User Content, and you have sole responsibility for the

accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize Carrot and its third-party service providers to derive statistical and usage data

relating to your use of the Service (ÒUsage DataÓ). We may use Usage Data for any purpose in

accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service

(ÒSubmissionsÓ), provided by you to Carrot are non-confidential and Carrot will be entitled to the

unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise,

without acknowledgment, attribution, or compensation to you.

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You acknowledge and agree that Carrot may preserve User Content and may also disclose User Content

if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably

necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these

the rights, property, or personal safety of Carrot, its users, or the public. You understand that the technical

processing and transmission of the Service, including your User Content, may involve (i) transmissions

over various networks; and (ii) changes to conform and adapt to technical requirements of connecting

networks or devices.

to do the same. If you believe that your work has been copied in a way that constitutes copyright

infringement, or that your intellectual property rights have been otherwise violated, you should notify

Carrot of your infringement claim in accordance with the procedure set forth below.

Carrot will process and investigate notices of alleged infringement and will take appropriate actions under

the Digital Millennium Copyright Act (ÒDMCAÓ) and other applicable intellectual property laws with respect

to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to

CarrotÕs Copyright Agent at legal@addtocarrot.com (Subject line: ÒDMCA Takedown RequestÓ). You may

also contact the Copyright Agent by mail or facsimile at:

Carrot Cart, Inc

To be effective, the notification must be in writing and contain the following information:

●

a physical or electronic signature of a person authorized to act on behalf of the owner of the

●

identification of the copyrighted work or other intellectual property that you claim has been

infringed, or, if multiple copyrighted works or other intellectual property are covered by a single

notification, a representative list of such works or other intellectual property;

●

identification of the content that is claimed to be infringing or to be the subject of infringing activity,

and where the content that you claim is infringing is located on the Service, with enough detail

that we may find it on the Service;

●

your address, telephone number, and email address;

●

a statement by you that you have a good faith belief that the disputed use is not authorized by the

●

a statement by you that the information in your notice is accurate and, under penalty of perjury,

that you are the copyright or intellectual property owner or are authorized to act on the behalf of

the owner of the copyright or intellectual property that is allegedly infringed.

Counter-Notice: If you believe that your User Content that was removed (or to which access was

disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright

ownerÕs agent, or pursuant to the law, to upload and use the content in your User Content, you may send

a written counter-notice containing the following information to the Copyright Agent:

●

your physical or electronic signature;

●

identification of the content that has been removed or to which access has been disabled and the

location at which the content appeared before it was removed or disabled;

●

a statement by you, made under penalty of perjury, that you have a good faith belief that the

content was removed or disabled as a result of mistake or a misidentification of the content to be

removed or disabled; and

PO Box 780

Abingdon, MD 21009

United States

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●

your name, address, telephone number, and email address, a statement that you consent to the

jurisdiction of the federal court located within Annapolis, Maryland and a statement that you will

accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Carrot will send a copy of the counter-notice to the

original complaining party informing them that Carrot may replace the removed content or cease disabling

it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual

property files an action seeking a court order against Carrot or the user, the removed content may be

replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of

the counter-notice, at our sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Carrot has

adopted a policy of terminating, in appropriate circumstances and at CarrotÕs sole discretion, the accounts

of users who are deemed to be repeat infringers. Carrot may also at its sole discretion limit access to the

Service and/or terminate the accounts of any users who infringe any intellectual property rights of others,

whether or not there is any repeat infringement.

Third-Party Services and Websites

The Service may provide links or other access to services, sites, technology, and resources that are

provided or otherwise made available by third parties (the ÒThird-Party ServicesÓ). Additionally, you may

enable or log in to the Service via various online Third-Party Services, such as social media and social

networking services like Facebook or Twitter. Your access and use of the Third-Party Services may also

be subject to additional terms and conditions, privacy policies, or other agreements with such third party,

and you may be required to authenticate to or create separate accounts to use Third-Party Services on

the websites or via the technology platforms of their respective providers. Some Third-Party Services will

provide us with access to certain information that you have provided to third parties, including through

such Third-Party Services, and we will use, store and disclose such information in accordance with our

storage and disclosure of information related to you and your use of such Third-Party Services within the

Service, please see our Privacy Policy. Carrot has no control over and is not responsible for such Third-

Party Services, including for the accuracy, availability, reliability, or completeness of information shared by

or available through Third-Party Services, or on the privacy practices of Third-Party Services. We

encourage you to review the privacy policies of the third parties providing Third-Party Services prior to

using such services. You, and not Carrot, will be responsible for any and all costs and charges associated

with your use of any Third-Party Services. Carrot enables these Third-Party Services merely as a

convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement

or recommendation. Any dealings you have with third parties while using the Service are between you

and the third party. Carrot will not be responsible or liable, directly or indirectly, for any damage or loss

caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification

You agree to defend, indemnify, and hold harmless Carrot, its affiliates, and its and their respective

officers, employees, directors, service providers, licensors, and agents (collectively, the ÒCarrot PartiesÓ)

from any and all losses, damages, expenses, including reasonable attorneysÕ fees, rights, claims, actions

of any kind, and injury (including death) arising out of or relating to your use of the Service, any User

Content, your connection to the Service, your violation of these Terms of Service, or your violation of any

rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless

any Carrot Party from or against any liability, losses, damages, or expenses incurred as a result of any

action or inaction of such Carrot Party. Carrot will provide notice to you of any such claim, suit, or

proceeding. Carrot reserves the right to assume the exclusive defense and control of any matter which is

subject to indemnification under this section, and you agree to cooperate with any reasonable requests

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assisting CarrotÕs defense of such matter. You may not settle or compromise any claim against the Carrot

Parties without CarrotÕs written consent.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN ÒAS ISÓ

AND ÒAS AVAILABLEÓ BASIS. THE CARROT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF

ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-

INFRINGEMENT.

THE CARROT PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR

REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-

FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE

ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION,

OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET

YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE CARROT PARTIES WILL NOT BE LIABLE

FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR

DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR

DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE CARROT PARTIES HAVE BEEN ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,

STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE

THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES

RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED

OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE

SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR

DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY

OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE CARROT PARTIESÕ TOTAL

LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT

YOU HAVE PAID CARROT IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED

DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN

WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR

CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH

ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE

DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE,

YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED ÒDISCLAIMER OF

WARRANTIESÓ AND ÒLIMITATION OF LIABILITYÓ ARE INTENDED TO BE ONLY AS BROAD AS IS

PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE

SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE

INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS

OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

ACTIVE/113288448.11

Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the

ÒArbitration Agreement.Ó You agree that any and all disputes or claims that have arisen or may arise

between you and Carrot, whether arising out of or relating to these Terms of Service (including any

alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions

between us, will be resolved exclusively through final and binding arbitration, rather than a court, in

accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in

small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from

bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law

allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you

and Carrot are each waiving the right to a trial by jury or to participate in a class action. Your rights will be

determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the

interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND CARROT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY

ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED

CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND CARROT

AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE

PERSONÕS OR PARTYÕS CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A

CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY

AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN

FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY

TO PROVIDE RELIEF NECESSITATED BY THAT PARTYÕS INDIVIDUAL CLAIM(S), EXCEPT THAT

YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE

RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF

THIS PROVISION.

Pre-Arbitration Dispute Resolution

Carrot is always interested in resolving disputes amicably and efficiently, and most customer concerns

can be resolved quickly and to the customerÕs satisfaction by emailing customer support at

support@addtocarrot.com. If such efforts prove unsuccessful, a party who intends to seek arbitration

must first send to the other, by certified mail, a written Notice of Dispute (ÒNoticeÓ). The Notice to Carrot

States (ÒNotice AddressÓ). The Notice must (i) describe the nature and basis of the claim or dispute and

(ii) set forth the specific relief sought. If Carrot and you do not resolve the claim within sixty (60) calendar

days after the Notice is received, you or Carrot may commence an arbitration proceeding. During the

arbitration, the amount of any settlement offer made by Carrot or you will not be disclosed to the arbitrator

until after the arbitrator determines the amount, if any, to which you or Carrot is entitled.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration

AssociationÕs (ÒAAAÓ) rules and procedures, including the AAAÕs Consumer Arbitration Rules (collectively,

the ÒAAA RulesÓ), as modified by this Arbitration Agreement. For information on the AAA, please visit its

website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be

found at the AAAÕs consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency

between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of

this Arbitration Agreement will control unless the arbitrator determines that the application of the

inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator

must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator

should be sent to Carrot Cart, Inc, PO Box 780 Abingdon, MD 21009, United

ACTIVE/113288448.11

to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration

Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and

other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis

that a court can award to an individual under these Terms of Service and applicable law. Decisions by the

arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Carrot and you agree otherwise, any arbitration hearings will take place in a reasonably

convenient location for both parties with due consideration of their ability to travel and other pertinent

circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If

your claim is for $10,000 or less, Carrot agrees that you may choose whether the arbitration will be

conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or

by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a

hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is

conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings

and conclusions on which the award is based.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the ÒArbitration FeesÓ) will be

governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the

relief sought is $75,000 or less, at your request, Carrot will pay all Arbitration Fees. If the value of relief

sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically

unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason

that you should not be required to pay your portion of the Arbitration Fees, Carrot will pay your portion of

such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as

compared to the costs of litigation, Carrot will pay as much of the Arbitration Fees as the arbitrator deems

necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneysÕ fees will be

governed by the AAA Rules.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly

confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the

subsection (b) above titled ÒProhibition of Class and Representative Actions and Non-Individualized

ReliefÓ above) is invalid or unenforceable, the parties agree to replace such term or provision with a term

or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid

or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a

court or the arbitrator decides that any of the provisions of subsection (b) above titled ÒProhibition of Class

and Representative Actions and Non-Individualized ReliefÓ are invalid or unenforceable, then the entirety

of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or

unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of

Service will continue to apply.

Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Carrot agrees that if it makes any

future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a

user of the Service, you may reject any such change by sending Carrot written notice within thirty (30)

calendar days of the change to the Notice Address provided above. By rejecting any future change, you

are agreeing that you will arbitrate any dispute between us in accordance with the language of this

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Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any

subsequent changes to these Terms of Service).

Termination

You agree that Carrot, in its sole discretion, may suspend or terminate your account (or any part thereof)

or use of the Service and remove and discard any content within the Service, for any reason, including for

lack of use or if Carrot believes that you have violated or acted inconsistently with the letter or spirit of

these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for

termination of your use of the Service, may be referred to appropriate law enforcement authorities. Carrot

may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with

or without notice. You agree that any termination of your access to the Service under any provision of

these Terms of Service may be effected without prior notice, and acknowledge and agree that Carrot may

immediately deactivate or delete your account and all related information and files in your account and/or

bar any further access to such files or the Service. Further, you agree that Carrot will not be liable to you

or any third party for any termination of your access to the Service.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the

Service, and Carrot will have no liability or responsibility with respect thereto. Carrot reserves the right,

but has no obligation, to become involved in any way with disputes between you and any other user of

the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire

agreement between you and Carrot governing your access and use of the Service, and supersede any

prior agreements between you and Carrot with respect to the Service. You also may be subject to

additional terms and conditions that may apply when you use Third-Party Services, third-party content or

third-party software. These Terms of Service will be governed by the laws of the State of Delaware

without regard to its conflict of law provisions. With respect to any disputes or claims not subject to

arbitration, as set forth above, you and Carrot submit to the personal and exclusive jurisdiction of the

state and federal courts located within Annapolis, Maryland. The failure of Carrot to exercise or enforce

any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If

any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the

parties nevertheless agree that the court should endeavor to give effect to the partiesÕ intentions as

reflected in the provision, and the other provisions of these Terms of Service remain in full force and

effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising

out of or related to use of the Service or these Terms of Service must be filed within one (1) year after

such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and

of any notice given in electronic form will be admissible in judicial or administrative proceedings based

upon or relating to these Terms of Service to the same extent and subject to the same conditions as other

business documents and records originally generated and maintained in printed form. You may not assign

these Terms of Service without the prior written consent of Carrot, but Carrot may assign or transfer these

for convenience only and have no legal or contractual effect. As used in these Terms of Service, the

words ÒincludeÓ and Òincluding,Ó and variations thereof, will not be deemed to be terms of limitation, but

rather will be deemed to be followed by the words Òwithout limitation.Ó Notices to you may be made via

either email or regular mail. The Service may also provide notices to you of changes to these Terms of

Service or other matters by displaying notices or links to notices generally on the Service. Carrot will not

be in default hereunder by reason of any failure or delay in the performance of its obligations where such

failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural

disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network

access or equipment, or any other circumstances or causes beyond CarrotÕs reasonable control.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the

following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer

Services of the California Department of Consumer Affairs may be contacted (a) via email at

dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625

North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800)

326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You

United States; or by telephone at 760.846.3909.

U.S. Government Restricted Rights

The Service is made available to the U.S. government with ÒRESTRICTED RIGHTS.Ó Use, duplication, or

disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48

CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the

U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the

Software).

Questions? Concerns? Suggestions?

States or legal@addtocarrot.com to report any violations of these Terms of Service or to pose any

questions regarding these Terms of Service or the Service.

ACTIVE/113288448.11

WEBSITE DISCLAIMER

The information provided by Carrot Cart Inc. ("we," "us," or "our") on dupe.com (the "Site") and

our mobile application is for general informational purposes only. All information on the Site and

our mobile application is provided in good faith, however we make no representation or warranty

of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability,

or completeness of any information on the Site or our mobile application. UNDER NO

CIRCUMSTANCE SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOSS OR DAMAGE

OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE OR OUR MOBILE

APPLICATION OR RELIANCE ON ANY INFORMATION PROVIDED ON THE SITE AND OUR

MOBILE APPLICATION. YOUR USE OF THE SITE AND OUR MOBILE APPLICATION AND

YOUR RELIANCE ON ANY INFORMATION ON THE SITE AND OUR MOBILE APPLICATION

IS SOLELY AT YOUR OWN RISK.

EXTERNAL LINKS DISCLAIMER

The Site and our mobile application may contain (or you may be sent through the Site or our

mobile application) links to other websites or content belonging to or originating from third

parties or links to websites and features in banners or other advertising. Such external links are

not investigated, monitored, or checked for accuracy, adequacy, validity, reliability, availability, or

completeness by us.

may contact us in writing at Carrot Cart, Inc, PO Box 780 Abingdon, MD 21009,

Please contact us at Carrot Cart, Inc, PO Box 780 Abingdon, MD 21009, United

ACTIVE/113288448.11

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR

THE ACCURACY OR RELIABILITY OF ANY INFORMATION OFFERED BY THIRD-PARTY

WEBSITES LINKED THROUGH THE SITE OR ANY WEBSITE OR FEATURE LINKED IN

ANY BANNER OR OTHER ADVERTISING. WE WILL NOT BE A PARTY TO OR IN ANY

WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND

THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

AFFILIATES DISCLAIMER

The Site and our mobile application may contain links to affiliate websites, and we receive an

affiliate commission for any purchases made by you on the affiliate website using such links.

Our affiliates include but may not be limited to the following: • AvantLink • Awin (Affiliate

Window) • CJ Affiliate by Conversant • eBay Partner Network • FlexOffers • ShareASale •

Rakuten Affiliate Network

We are a participant in the Amazon Services LLC Associates Program, an affiliate

advertising program designed to provide a means for us to earn advertising fees by linking to

Amazon.com and affiliated websites.