Payments Terms of Service for United States Residents

If you reside in, or the organization you are acting for is established in, the United States, the arbitration agreement and class actions waiver in Section 15 apply to you. Please read them carefully.

Last Updated: April 10, 2021

These Payments Terms of Service for United States residents (“Payments Terms”) are a binding legal agreement between you and Carrots that govern the Payment Services (defined below) conducted through or in connection with the Carrots Platform. When these Payments Terms mention “Carrots,” “we,” “us,” or “our,” it refers to the Carrots company you are contracting with for Payment Services.

Carrots provides payments services to Members publishing Product listings, delivering products and Purchasing products, and other current and future services provided via the Carrots Platform. These payment services may include (if available) the following (collectively, “Payment Services”):

Collecting payments from Shoppers (“Paying”), by charging the payment method associated with their Carrots account, such as credit card, debit card, bank account or PayPal account (“Payment Method”);
Effecting payments to Farmers (“Payout”) to a financial instrument associated with their Carrots account, such as a PayPal account, bank account, a prepaid card, or a debit card (“Payout Method”);
Effecting payments to a third-party Payout Method designated by a Farmer;
Collection and payment of charitable donations;
Payment collection services; and
Other payment related services in connection with Farmer Services.

In order to use the Payment Services, you must be at least 18 years old, must have a Carrots account in good standing in accordance with the Carrots Terms of Service (“Terms”), and must keep your payment and personal information accurate and complete.

Payment Services will be provided by the contracting entity based on your country of residence subject to any exceptions described below:

COUNTRY OF RESIDENCE	CONTRACTING ENTITY
United States	Carrots LLC (“Carrots”)

Presently, Carrots only contracts with residents of the United States. If you reside outside of the United States, you will be ineligible to contract with Carrots or use the Carrots Platform.

The Terms separately govern your use of the Carrots Platform. If you see an undefined term in these Payment Terms, it has the same definition as in the Terms.

Table of Contents

Your use of the Payment Services
Shopper Terms
Farmer Terms
Appointment of Carrots as Limited Payment Collection Agent
General Terms
Damage Claims and Security Deposits
Abandoned Property
Prohibited Activities
Disclaimer of Warranties.
Limitations on Liability.
Contracting Entities.
United States Governing Law and Venue.
United States Dispute Resolution and Arbitration Agreement.
Your Use of Payment Services.

1.1 Carrots Payment Services. By using the Payments Services, you agree to comply with these Payments Terms. Carrots may temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services. Carrots may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. Carrots will provide notice to Members of any changes to the Payment Services, unless such changes do not materially increase the Members’ contractual obligations or decrease the Members’ rights under these Payments Terms.

1.2 Third Party Services. The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Members should review them. Carrots is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by Carrots of those Third-Party Services.

1.3 Your Carrots Account. Carrots may enable features that allow you to authorize other Members or third parties to take certain actions that affect your Carrots account. You may authorize a third party to use your Carrots account if the feature is enabled for your Carrots account. You acknowledge and agree that anyone you authorize to use your Carrots account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.

1.4 Verification. You authorize Carrots, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). Carrots reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

1.5 Additional Terms. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

2. Shopper Terms

2.1 Adding a Payment Method. When you add a Payment Method to your Carrots account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Carrots or its third-party payment processor(s). You authorize Carrots and its payment service providers to collect and store your Payment Method information.

2.2 Payment Method Verification. When you add or use a new Payment Method, Carrots may verify the Payment Method by (i) authorizing your Payment Method for one or two nominal amounts via a payment service provider, and asking you to confirm those amounts, or (ii) requiring you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payment Method. When you add a Payment Method during checkout, we will automatically save and add that Payment Method to your Carrots account so it can be used for a future transaction. You can remove the Payment Method from your Carrots account as long as it is not associated with an active or future reservation.

2.3 Payment Authorization. You allow Carrots to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your Carrots account.

2.4 Automatic Update of Payment Method. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partners or your bank and automatically update your Payment Method on file.

2.5 Timing of Payment. Carrots generally charges the Total Price due after the Farmer accepts your Purchase request. However, if you pay with a push Payment Method (such as Sofort), Carrots will collect the Total Price due at the time of your Purchase request or after the Farmer accepts your Purchase request. Carrots may offer alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be displayed via the Carrots Platform and included in the Total Price, and you agree to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option. If Carrots is unable to collect the Total Price due, as scheduled, Carrots will collect the Total Price due at a later point in accordance with Section 5.3. Once the payment for your requested Purchase is successfully completed, you will receive a confirmation email.

2.6 Currency. Carrots will process each transaction in the currency you select via the Carrots Platform. The currencies available to make payments may be limited for regulatory or operational reasons based on factors such as your selected Payment Method, your country of residence, and/or your Carrots contracting entity(ies).

2.7 Recurring Delivery Request Status. If a requested recurring delivery is declined either because it is not accepted by the Farmer or you cancel the recurring delivery request before it is accepted by the Farmer, any amounts collected by Carrots will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.

2.8 Payment Restrictions. Carrots reserves the right to decline or limit payments that we believe (i) may violate Carrots’ risk management policies or procedures, (ii) may violate these Payments Terms or the Terms, (iii) are unauthorized, fraudulent or illegal; or (iv) expose you, Carrots, or others to risks unacceptable to Carrots.

2.9 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and Carrots is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

2.10 Your Payment Method, Your Responsibility. Carrots is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

2.11 Different Ways to Pay

2.11.1 Payment Plan

2.11.1.1 Carrots may make available to Shoppers the option to pay a portion of the Purchase’s Total Price at the time of Purchase and pay the remainder of the Total Price at a later time prior to check-in (“Payment Plan”). Availability of this option may depend on the Listing and/or Payment Method.

2.11.1.2 If you choose a Payment Plan, the Carrots Platform will notify you during check out of the amount, currency and schedule of each payment due. On the following payments due date, Carrots will automatically charge the original Payment Method you used to make the Purchase.

2.11.1.3 If you make a modification to a Purchase made with a Payment Plan, Carrots will notify you of the revised payment schedule, as applicable. If the modification increases your Total Price, you may be required to make an additional partial payment of the new Total Price at the time of the modification.

2.11.1.4 You agree that by selecting a Payment Plan, you may not be able to pay for the Purchase with a different Payment Method or pursuant to a different payment schedule.

2.11.1.5 If Carrots is unable to collect your payment, Carrots will notify you of such declined payment, and require you to complete the payment using an alternative Payment Method within 72 hours of the notice. If you fail to complete the payment, you authorize Carrots to cancel the Purchase on your behalf. If the Purchase is canceled, you will be refunded based on the Farmer’s cancellation policy. You acknowledge that you may incur fees for cancellations pursuant to the Farmer’s cancellation policy.

2.11.2 Recurring Payments

2.11.2.1 For certain Purchases (such as for Recurring deliveries), Carrots may require a Shopper to make recurring payments (“Recurring Payments”). More information on Recurring Payments (including the amount and the frequency of payments) will be made available via the Carrots Platform if applicable to a Purchase.

2.11.2.2 If Recurring Payments apply to a confirmed Purchase, then the Shopper authorizes Carrots to collect the Total Price due.

2.11.2.3 Shoppers may stop a Recurring Payment by notifying Carrots orally or in writing at least three (3) business days before the scheduled date of the payment. Carrots may require you to give written confirmation of a stop-payment order within fourteen (14) days of an oral notification. If you fail to provide written confirmation within those fourteen (14) days, Carrots is not obligated to honor your request to stop any future Recurring Payments. If you have any questions regarding your Recurring Payments, please contact Carrots.

3. Farmer Terms

3.1 Payment Collection. Carrots generally collects the Total Price of a Purchase at the time the Shopper’s Purchase is processed by the Carrots platform, unless noted otherwise.

3.2 Adding a Payout Method. In order to receive a Payout you must have a valid Payout Method linked to your Carrots account. When you add a Payout Method to your Carrots account, you will be asked to provide billing information such as name, government identification, tax ID, billing address, and financial instrument information either to Carrots or its third-party payment processor(s). Depending on the Payout Method selected additional information may be required, such as: residential address, name on the account, account type, routing number, account number, email address, payout currency, identification number and account information associated with a particular payment processor. You authorize Carrots to collect and store your billing information and financial instrument information. Carrots may also share your information with governmental authorities as required by applicable law.

3.3 Timing of Payout

3.3.1 Subject to and conditional upon successful receipt of the payments from Shopper, Carrots will generally initiate Payouts to your selected Payout Method: (i) for purchased Product listings, 24 hours after the Product listing is delivered to the Shopper (or 24 hours after 3:00 pm local time - or 3:00 pm UTC if local time is unknown – if the delivery time is unknown or not specified); for all other Farmer Services, at the time specified via the Carrots Platform.

3.3.2 Carrots may offer you a different Payout time or trigger for payment, which may be subject to additional terms and conditions.

3.4 Payout. Your Payout for a Purchase will be the Total Price less applicable fees like Carrots service fees and applicable taxes. In the event of cancellation of a confirmed Purchase, Carrots will remit the amount you are due (if any) as provided in the Terms and applicable cancellation policy.

3.5 Payout Restrictions. Carrots may temporarily place a hold, suspend, or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or completing an investigation; or if we are unable to verify your identity. Furthermore, Carrots may temporarily place a hold on, suspend, or delay initiating or processing any Payout due to you under the Terms as a result of high volume Purchase cancellations or modifications arising from a Force Majeure Event (as defined below).

3.7 Limits on Payouts. For compliance or operational reasons, Carrots may limit the amount of a Payout. If you are due an amount above that limit, Carrots may make a series of Payouts (potentially over multiple days) in order to provide your full Payout amount.

3.8 Payment Service Providers. Payout Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and Carrots is not responsible for any such fees and disclaims all liability in this regard. Your Payout Method may also be subject to additional terms of use. Please review them before using your Payout Method.

3.9 Handling of Funds. Carrots may combine amounts that it collects from Shoppers and invest them as permitted under applicable laws. Carrots will retain any interest it earns on those investments.

3.10 Your Payout Method, Your Responsibility. Carrots is not responsible for any loss suffered by you as a result of incorrect Payout Method information provided by you.

3.11 Different ways to get paid

3.11.1 Split Payouts

If you provide Farmer Services jointly with one or more other Farmers as part of a team, business or other organization (“Farmer Team”), Carrots may make available to such Farmers the option to allocate between the members of the Farmer Team the total Farmer Payout for a Purchase. Carrots will execute such payments at the instruction of one or more members of the Farmer Team and is not responsible for any losses related to errors or omissions made by the Farmers in providing such payment instructions.

4. Appointment of Carrots as Limited Payment Collection Agent

4.1 Each Farmer, including each Farmer Team member, hereby appoints Carrots as the Farmer’s payment collection agent solely for the limited purpose of accepting and processing funds from Shoppers purchasing Farmer Services on the Farmer’s behalf.

4.2 Each Farmer, including each Farmer Team member, agrees that payment made by a Shopper through Carrots, shall be considered the same as a payment made directly to the Farmer, and the Farmer will provide the Farmer Service booked by the Shopper in the agreed-upon manner as if the Farmer has received the payment directly from the Shopper. Each Farmer agrees that Carrots may refund the Shopper in accordance with the Terms. Each Farmer understands that Carrots’ obligation to pay the Farmer is subject to and conditional upon successful receipt of the associated payments from Shopper. Carrots guarantees payments to Farmer(s) only for such amounts that have been successfully received by Carrots from Shoppers in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Farmer, Carrots assumes no liability for any acts or omissions of the Farmer.

4.3 Each Shopper acknowledges and agrees that, notwithstanding the fact that Carrots is not a party to the agreement between you and the Farmer(s), including each Farmer Team member, Carrots acts as each Farmer’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Farmer(s). Upon a Shopper’s payment of the funds to Carrots, the Shopper’s payment obligation to the Farmer(s) for the agreed upon amount is extinguished, and Carrots is responsible for remitting the funds successfully received by Carrots to the Farmer(s) in the manner described in these Payments Terms. In the event that Carrots does not remit any such amounts, the Farmer(s) will have recourse only against Carrots and not the Shopper directly.

5. General Terms

5.1 Fees. Carrots may charge fees for use of certain Payment Services and any applicable fees will be disclosed to you in the Terms or via the Carrots Platform.

5.2 Payment Authorizations. You authorize Carrots to collect from you amounts due pursuant to these Payment Terms and/or the Terms by either (i) charging the Payment Method associated with the relevant Purchase, or any other Payment Method on file that you authorize in your Carrots account (unless you have previously removed the authorization to charge such Payment Method(s)), or (ii) by withholding the amount from your future Payout. Specifically, you authorize Carrots to collect from you:

Any amount due to Carrots or Carrots (e.g., as a result of your Purchases, Purchase Modifications, cancellations, or other actions as a Shopper, Farmer or user of the Carrots Platform), including reimbursement for costs prepaid by Carrots or Carrots on your behalf. Any funds collected by Carrots will set off the amount owed by you to Carrots or Carrots and extinguish your obligation to Carrots or Carrots.
Any amount due to a Farmer from a Shopper which Carrots collects as the Farmer’s payment collection agent as further set out in Section 4 above.
Taxes, where applicable and as set out in the Terms.
Any amount you pay through customer support in connection with your Carrots account.
Any service fees or cancellation fees imposed pursuant to the Terms (e.g., if, as a Farmer, you cancel a confirmed Purchase).
Any amounts already paid to you as a Farmer despite a Shopper cancelling a confirmed Purchase or Carrots deciding that it is necessary to cancel a Purchase in accordance with the Terms, Shopper Refund Policy, Extenuating Circumstances Policy, or other applicable cancellation policy. You agree that in the event you have already been paid, Carrots will be entitled to recover the amount of any such Shopper refund from you, including by subtracting such refund amount out from any future Payouts due to you.

In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to Carrots collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.

5.3 Collections

5.3.1 If Carrots is unable to collect any amounts you owe under these Payments Terms, Carrots may engage in collection efforts to recover such amounts from you.

5.3.2 Carrots will deem any owed amounts overdue when: (a) for authorized charges, one hundred and twenty (120) days have elapsed after Carrots first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Farmer’s future Payouts, two hundred and seventy (270) days have elapsed after the adjustment is made to the Farmer’s Carrots account or the associated services have been provided, whichever is later.

5.3.3 Carrots will deem any overdue amounts not collected to be in default when three hundred and sixty five (365) days have elapsed: (a) for authorized charges, after Carrots first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Farmer’s future Payouts, after the adjustment is made to the Farmer’s Carrots account or the associated services have been provided, whichever is later.

5.3.4 You hereby explicitly agree that all communications in relation to amounts owed will be made by electronic mail or by phone, as provided to Carrots and/or Carrots by you. Such communications may be made by Carrots, Carrots, or by anyone on their behalf, including but not limited to a third-party collection agent.

5.4 Payment Processing Errors

5.4.1 Carrots will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you, so that you end up receiving or paying the correct amount. This may be performed by Carrots or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Payouts owed to you.

5.4.2 To the extent you receive any funds in error, you agree to immediately return such funds to Carrots.

5.5 Refunds

5.5.1 Any refunds or credits due to a Member pursuant to the Terms, Extenuating Circumstances Policy and Shopper Refund Policy will be initiated and remitted by Carrots in accordance with these Payments Terms.

5.5.2 Subject to this Section 5.5.2, Carrots will process refunds immediately, however, the timing to receive any refund will depend on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules. In the event of a Force Majeure Event that may affect the processing and settlement of refunds, Carrots will initiate and process the refund as soon as is practicable.

6. Abandoned Property

If Carrots holds funds due to you (e.g., because we are unable to issue you a Payout or refund) or you do not use a gift card or gift credit for the relevant period of time set forth by your state, country, or other governing body in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by reporting and escheating (sending) such funds to the appropriate governing body as required by applicable unclaimed property laws.

7. Prohibited Activities

8.1 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations;
breach or circumvent any agreements with third parties, third-party rights, or the Terms, Policies, or Standards;
use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;
register or use any Payment Method or Payout Method with your Carrots account that is not yours or you do not have authorization to use;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Carrots or any of Carrots’ providers or any other third party to protect the Payment Services;
take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.

8.2 You may not use or assist others to use the Payment Services to send or receive funds: (i) into any United States embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that: (i) neither you nor your Farmer Services are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.

8. Disclaimer of Warranties.

We provide the Carrots Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Shopper, Farmer, Farmer Service, Product listing or third party; (ii) we do not warrant the performance or non-interruption of the Carrots Platform; and (iii) we do not warrant that verification, identity or background checks conducted on Product listings or Members (if any) will identify past misconduct or prevent future misconduct. Any references to a Member or Product listing being "verified" (or similar language) indicate only that the Member or Product listing or Carrots has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.

9. Limitations on Liability.

Neither Carrots (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Carrots Platform or any Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Carrots Platform or any Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Carrots Platform, or (iv) publishing or purchasing of a Product listing, including the provision or use of Farmer products, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Carrots has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.

In no event will Carrots’ aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Carrots Platform, any Content, or any Farmer Service, exceed: (A) to Shoppers, the amount you paid as a Shopper during the 12-month period prior to the event giving rise to the liability, (B) to Farmers, the amount paid to you as a Farmer in the 12-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred U.S. dollars (US$100).

These limitations of liability and damages are fundamental elements of the agreement between you and Carrots. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.

10. Indemnification.

To the maximum extent permitted by applicable law, you agree to release, defend (at Carrots’ option), indemnify, and hold Carrots (including Carrots, other affiliates, and their personnel) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to a product or feature) or our Policies or Standards, (ii) your improper use of the Carrots Platform, (iii) your interaction with any Member, purchase of a Product listing, or other Farmer Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights.

11. Contracting Entities.

Based on your country of residence or establishment and what you are doing on the Carrots Platform, Schedule 1 below sets out the Carrots entity with whom you are contracting. If we identify through the Carrots Platform, an Carrots entity other than the one set out on Schedule 1 as being responsible for a product, feature or transaction, the Carrots entity so identified is your contracting entity with respect to that product, feature or transaction. If you change your country of residence or establishment, the Carrots company you contract with (as set out on Schedule 1) and the applicable version of the Terms of Service will be determined by your new country of residence or establishment, from the date on which your country of residence or establishment changes.

12. United States Governing Law and Venue.

If you reside or have your place of establishment in the United States, these Terms will be interpreted in accordance with the laws of the State of Texas and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the arbitration agreement in Section 23 must be brought in state or federal court in Austin, Texas, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Austin, Texas.

13. United States Dispute Resolution and Arbitration Agreement.

13.1 Application. This Arbitration Agreement only applies to you if your country of residence or establishment is the United States. If your country of residence or establishment is not the United States, and you nevertheless attempt to bring any legal claim against Carrots in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 23 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.

13.2 Overview of Dispute Resolution Process. Carrots is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this Section 23 applies: (1) an informal negotiation directly with Carrots’ customer service team (described in paragraph 23.3, below), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and Carrots each retain the right to seek relief in small claims court as an alternative to arbitration.

13.3 Mandatory Pre-Arbitration Dispute Resolution and Notification. At least 30 days prior to initiating an arbitration, you and Carrots each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to Carrots by mailing it to Carrots’ agent for service: Attn: Carrots legal department, 17 Corto Str, Austin, Texas 78744. Carrots will send its notice of dispute to the email address associated with your Carrots account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).

13.4 Agreement to Arbitrate. You and Carrots mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Carrots Platform, Farmer products, or any Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Carrots agree that the arbitrator will decide that issue.

13.5 Exceptions to Arbitration Agreement. You and Carrots each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 22): (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief. You and Carrots agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.

13.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules.

13.7 Modification to AAA Rules - Arbitration Hearing/Location. Any required arbitration hearing may be conducted in (a) Travis county, Texas; or (b) via phone or video conference; or (d) if all parties agree, by solely the submission of documents to the arbitrator.

13.8 Modification of AAA Rules - Attorney’s Fees and Costs. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.

13.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

13.10 Jury Trial Waiver. You and Carrots acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

13.11 No Class Actions or Representative Proceedings. You and Carrots acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.

13.12 Severability. Except as provided in Section 23.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.

13.13 Changes to Agreement to Arbitrate. If Carrots changes this Section 23 after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject that change by sending us written notice (including by email) within 30 days of the date the change was effected. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Carrots (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Carrots.

13.14 Survival. Except as provided in Section 23.12 and subject to Section 13.6, this Section 23 will survive any termination of these Terms and will continue to apply even if you stop using the Carrots Platform or terminate your Carrots account.

14. Miscellaneous.

14.1 Other Terms Incorporated by Reference. Our Shopper Refund Policy, Content Policy, Nondiscrimination Policy, Extenuating Circumstances Policy, Standards and other supplemental policies and terms linked to in these Terms apply to your use of the Carrots Platform, are incorporated by reference, and form part of your agreement with Carrots.

14.2 Interpreting these Terms. Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Carrots and you pertaining to your access to or use of the Carrots Platform and supersede any and all prior oral or written understandings or agreements between Carrots and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Carrots. If any provision of these Terms is held to be invalid or unenforceable, except as otherwise indicated in Section 23.11 above, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”

14.3 No Waiver. Carrots’ failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

14.4 Assignment. You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without Carrots’ prior written consent. Carrots may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.

14.5 Third-Party Services. The Carrots Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Carrots is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.

14.6 Google Terms. Some translations on the Carrots Platform are powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement. Some areas of the Carrots Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

14.7 Apple Terms. If you access or download our application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement.

14.8 Carrots Platform Content. Content made available through the Carrots Platform may be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge that all intellectual property rights for that Content are the exclusive property of Carrots and/or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the Carrots Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Carrots grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view the Content made available on or through the Carrots Platform and accessible to you, solely for your personal and non-commercial use.

14.9 Force Majeure. Carrots shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

14.10 Emails and SMS. You will receive administrative communications from us using the email address or other contact information you provide for your Carrots account. Enrollment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply. You can control whether you receive promotional emails using the notification preferences in your account settings. Please note that you will not be able to take advantage of certain promotions if you disable certain communication settings or do not have a Carrots account. In the U.S. if you consent to receive SMS (text messages) from us, you will be subject to our SMS Terms.

14.11 Contact Us. If you have any questions about these Terms please email us.

If you reside in, or the organization you are acting for is established in, the United States, the arbitration agreement and class actions waiver in Section 15 apply to you. Please read them carefully.

Last Updated: April 10, 2021

These Payments Terms of Service for United States residents (“Payments Terms”) are a binding legal agreement between you and Carrots that govern the Payment Services (defined below) conducted through or in connection with the Carrots Platform. When these Payments Terms mention “Carrots,” “we,” “us,” or “our,” it refers to the Carrots company you are contracting with for Payment Services.

Carrots provides payments services to Members publishing Product listings, delivering products and Purchasing products, and other current and future services provided via the Carrots Platform. These payment services may include (if available) the following (collectively, “Payment Services”):

Collecting payments from Shoppers (“Paying”), by charging the payment method associated with their Carrots account, such as credit card, debit card, bank account or PayPal account (“Payment Method”);
Effecting payments to Farmers (“Payout”) to a financial instrument associated with their Carrots account, such as a PayPal account, bank account, a prepaid card, or a debit card (“Payout Method”);
Effecting payments to a third-party Payout Method designated by a Farmer;
Collection and payment of charitable donations;
Payment collection services; and
Other payment related services in connection with Farmer Services.

In order to use the Payment Services, you must be at least 18 years old, must have a Carrots account in good standing in accordance with the Carrots Terms of Service (“Terms”), and must keep your payment and personal information accurate and complete.

Payment Services will be provided by the contracting entity based on your country of residence subject to any exceptions described below:

COUNTRY OF RESIDENCE	CONTRACTING ENTITY
United States	Carrots LLC (“Carrots”)

Presently, Carrots only contracts with residents of the United States. If you reside outside of the United States, you will be ineligible to contract with Carrots or use the Carrots Platform.

The Terms separately govern your use of the Carrots Platform. If you see an undefined term in these Payment Terms, it has the same definition as in the Terms.

Table of Contents

Your use of the Payment Services
Shopper Terms
Farmer Terms
Appointment of Carrots as Limited Payment Collection Agent
General Terms
Damage Claims and Security Deposits
Abandoned Property
Prohibited Activities

Disclaimer of Warranties.
Limitations on Liability.
Contracting Entities.
United States Governing Law and Venue.
United States Dispute Resolution and Arbitration Agreement.
Your use of the Payment Services

1.1 Carrots Payment Services. By using the Payments Services, you agree to comply with these Payments Terms. Carrots may temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services. Carrots may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. Carrots will provide notice to Members of any changes to the Payment Services, unless such changes do not materially increase the Members’ contractual obligations or decrease the Members’ rights under these Payments Terms.

1.2 Third Party Services. The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Members should review them. Carrots is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by Carrots of those Third-Party Services.

1.3 Your Carrots Account. Carrots may enable features that allow you to authorize other Members or third parties to take certain actions that affect your Carrots account. You may authorize a third party to use your Carrots account if the feature is enabled for your Carrots account. You acknowledge and agree that anyone you authorize to use your Carrots account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.

1.4 Verification. You authorize Carrots, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). Carrots reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

1.5 Additional Terms. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

Shopper Terms