Terms of Service for Non-European Users

Section 23 of these Terms contains an arbitration agreement and class action waiver that apply to all claims brought against Carrots in the United States. Please read them carefully. 

Last Updated: April 9, 2021

Thank you for using Carrots!

These Terms of Service (“Terms”) are a binding legal agreement between you and Carrots that govern your use of the websites, applications, and other offerings from Carrots (collectively, the “Carrots Platform”). When used in these Terms, “Carrots,” “we,” “us,” or “our” refers to the Carrots entity set out on Schedule 1 with whom you are contracting.

The Carrots Platform offers an online venue that enables users (“Members”) to publish, offer, search for, and buy services. Members who publish and offer services are “Farmers” and Members who search for, buy, or use services are “Shoppers.” Farmers offer accommodations (“Accommodations”), activities, excursions, and events (“Experiences”), and a variety of travel and other services (collectively, “Farmer products,” and each Farmer Service offering, a “Product listing”). You must register an account to access and use many features of the Carrots Platform, and must keep your account information accurate. As the provider of the Carrots Platform, Carrots does not own, control, offer or manage any Product listings or Farmer products. Carrots is not a party to the contracts concluded directly between Farmers and Shoppers, nor is Carrots a real estate broker or insurer. Carrots is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms of Service(“Payment Terms”). To learn more about Carrots’ role see Section 16.

We maintain other terms and policies that supplement these Terms like our Privacy Policy, which describes our collection and use of personal data, and our Payments Terms, which govern any payment services provided to Members by the Carrots payment entities ("Carrots").

If you Farmer, you are responsible for understanding and complying with all laws, rules, regulations and contracts with third parties that apply to your Farmer products.

Table of Contents

Shopper Terms

1. Our Mission.
2. Searching and Purchasing on Carrots.
3. Cancellations, Travel Issues, Refunds and Purchasing Modifications.
4. Your Responsibilities and Assumption of Risk.

Farmer Terms

5. Farming on Carrots.
6. Managing Your Product listing.
7. Cancellations, Travel Issues, and Purchasing Modifications.
8. Taxes.

General Terms

9. Reviews.
10. Content.
11. Fees.
12. Carrots Platform Rules.
13. Termination, Suspension and other Measures.
14. Modification.
15. Resolving Complaints.
16. Carrots’ Role.
17. Member Accounts.
18. Disclaimer of Warranties.
19. Limitations on Liability.
20. Indemnification.
21. Contracting Entities.
22. United States Governing Law and Venue.
23. United States Dispute Resolution and Arbitration Agreement.
24. Miscellaneous.

Schedule 1 - Contracting Entities

Shopper Terms

1. Our Mission.

Our mission is to create a world where there’s a farm in every yard in every home. From country cabins to downtown flats we aim to provide a vibrant marketplace for Farmers and Shoppers to buy and sell locally grown food products. Learn more about a Product listing by reviewing the description and photos, the Farmer profile, and Shopper reviews. If you have questions, just message the Farmer.

2. Searching and Purchasing on Carrots.

2.1 Searching. You can search for Farmer Products by using criteria like the type of Farmer Product, quality indicators, deliverability etc. You can also use filters to refine your search results. Search results are based on their relevance to your search and other criteria. Relevance considers factors like price, availability, Reviews, customer service and cancellation history, popularity, previous purchases and saved Product listings, Farmer requirements (e.g. delivery distance), and more. Learn more about search results in our Help Center.

2.2 Purchasing. When you buy a Product listing, you are agreeing to pay all charges for your purchase including the Product listing price, applicable fees like Carrots’ service fee, offline fees, taxes, and any other items identified during checkout (collectively, “Total Price”). You are also agreeing that Carrots may charge and collect any security deposit identified during checkout. When you receive the purchasing confirmation, a contract for Farmer products is formed directly between you and the Farmer. Be aware that some Farmers work with a co-Farmer or as part of a team to provide their Farmer products.

3. Refunds and Purchasing Modifications.

3.1 Refunds. If the Farmer cancels your order, or you experience a Delivery Issue (as defined in our Shopper Refund Policy), you may be eligible for repurchasing assistance or a partial or full refund under the Shopper Refund Policy.

3.2 Purchasing Modifications. Shoppers and Farmers are responsible for any purchasing modifications they agree to make via the Carrots Platform or direct Carrots customer service to make on their behalf ("Purchasing Modifications"), and agree to pay any additional amounts, fees, or taxes associated with any Purchasing Modification.

4. Your Responsibilities and Assumption of Risk.

4.1 Your Responsibilities. You are responsible and liable for your own acts and omissions.

4.2 Your Assumption of Risk. You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Carrots Platform and any Content (as defined in Section 10), including your consumption or sale of any food product, participation in any Experience, attendance of any event, use of any Carrots property or any other interaction you have with other Members whether in person or online. This means it is your responsibility to investigate a Farmer Product listing to determine whether it is suitable for you. For example, Farmer products may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate on the Carrots Platform. 

Farmer Terms

5. Farming on Carrots.

5.1 Farmer. As a Farmer, Carrots offers you the opportunity to list food products that you have grown or produced for sale with our vibrant community of Shoppers - and earn money doing it. It’s easy to create a Product listing and you are in control of how you Farm - set your price, availability, and rules for each Product listing.

5.2 Contracting with Shoppers. When you accept a purchase request, or receive a purchase confirmation through the Carrots Platform, you are entering into a contract directly with the Shopper, and are responsible for delivering your Product Listing under the terms and at the price specified in your Product listing. You are also agreeing to pay applicable fees like Carrots’ service fee (and applicable taxes) for each purchase. Carrots will deduct amounts you owe from your payout unless we and you agree to a different method. Any terms, policies or conditions that you include in any supplemental contract with Shoppers must: (i) be consistent with these Terms, our Policies, and the information provided in your Product listing, and (ii) be prominently disclosed in your Product listing description.

5.3 Independence of Farmers. Your relationship with Carrots is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Carrots, except that Carrots acts as a payment collection agent as described in the Payments Terms. Carrots does not direct or control your Farm, and you agree that you have complete discretion whether and when to provide Product listings, and at what price and on what terms to offer them.

6. Managing Your Product listing.

6.1 Creating and Managing Your Product listing. The Carrots Platform provides tools that make it easy for you to set up and manage a Product listing. Your Product listing must include complete and accurate information about your product, your price, other charges like, delivery fees, and any rules or requirements that apply to your Shoppers or Product listing. You are responsible for keeping your Product listing information (including availability) and content (like photos) up-to-date and accurate at all times. We recommend that you obtain appropriate insurance for your Farm and suggest you carefully review policy terms and conditions including coverage details and exclusions.

6.2 Know Your Legal Obligations. You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Product listing or Farmer products. For example: Some landlords and leases, or homeowner and condominium association rules, restrict or prohibit growing food. Some cities have zoning or other laws that restrict the growing of food on residential properties. Some jurisdictions require Farmers to register, get a permit, or obtain a license before providing certain Farmer products). In some places, the Farmer products you want to offer may be prohibited altogether. Check your local rules to learn what rules apply to the Farmer products you plan to offer. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Shoppers and others in compliance with applicable privacy laws and these Terms. If you have questions about how local laws apply you should always seek legal advice.

6.3 Search Ranking. The ranking of Product listings in search results on the Carrots Platform depends on a variety of factors, including these main parameters:

• Shopper search parameters (e.g. product name, quality descriptors and filters.),
• Product listing characteristics (e.g. price, availability, number and quality of images, reviews, type of product, Farmer status, age of the Product listing, average Shopper popularity),
• Shopper purchasing experience (e.g. customer service and cancellation history of the Farmer, ease of purchasing),
• Farmer requirements (e.g. minimum or maximum nights, purchasing cut-off time), and
• Shopper preferences (e.g. previous purchases, saved Product listings, location from where the Shopper is searching).

Search results may appear different on our mobile application than they appear on our website. Carrots may allow Farmers to promote their Product listings in search or elsewhere on the Carrots Platform by paying an additional fee.

6.4 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Farmer products. You are responsible for setting your price and establishing rules and requirements for your Product listing. You must describe any and all fees and charges in your Product listing description and may not collect any additional fees or charges outside the Carrots Platform except those expressly authorized by our Offline Fee Policy. Do not encourage Shoppers to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the Carrots Platform in violation of our Off-Platform Policy.

6.5 Farming as a Team or Organization. If you work with a Co-Farmer or Farm as part of a team, business, or other organization, the entity and each individual who participates in providing Farmer products is responsible and liable as a Farmer under these Terms. If you accept terms or enter into contracts, you represent and warrant that you are authorized to enter into contracts for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions. If you instruct Carrots to transfer a portion of your payout to a Co-Farmer or other Farmers, or to send payments to someone else, you must be authorized to do so, and are responsible and liable for the payment amounts and accuracy of any payout information you provide.

6.6 Your Assumption of Risk. You acknowledge that Farming carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Carrots Platform, offering Farmer products, or any interaction you have with other Members whether in person or online. You agree that you have had the opportunity to investigate the Carrots Platform and any laws, rules, regulations, or obligations that may be applicable to your Product listings or Farmer products and that you are not relying upon any statement of law made by Carrots.

7. Cancellations, Travel Issues, and Purchasing Modifications.

7.1 Cancellations and Travel Issues. As a Farmer, you should not cancel on a Shopper without a valid reason under our Extenuating Circumstances Policy or applicable law. If you cancel on a Shopper without such a valid reason, we may impose a cancellation fee and other consequences. If: (i) an Extenuating Circumstance arises, or (ii) an order is cancelled under Section 13 of these Terms, the amount you are paid will be reduced by the amount we refund or otherwise provide to the Shopper, and by any other reasonable costs we incur as a result of the cancellation. If a Shopper receives a refund after you have already been paid, or the amount of the refund and other costs incurred by Carrots exceeds your payout, Carrots may recover that amount from you, including by offsetting the refund against your future payouts. You agree that Carrots’ Shopper Refund Policy, Extenuating Circumstances Policy, and these Terms preempt the cancellation policy you set in situations where they allow for the cancellation of an order and/or the issuance of refunds to Shoppers. If we reasonably expect to provide a refund to a Shopper under one of these policies, we may delay release of any payout for that order until a refund decision is made. See each Policy for details about what is covered, and what your payout will be in each situation.

7.2 Purchasing Modifications. Farmers and Shoppers are responsible for any Purchase Modifications they agree to make via the Carrots Platform or direct Carrots customer service to make on their behalf, and agree to pay any additional amounts, fees or taxes associated with a Purchase Modification.

8. Taxes.

8.1 Farmer Taxes. As a Farmer, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes, occupancy taxes, tourist, income, or other taxes ("Taxes").

8.2 Collection and Remittance by Carrots. In jurisdictions where Carrots facilitates the collection and/or remittance of Taxes on behalf of Farmers, you instruct and authorize Carrots to collect Taxes on your behalf, and/or to remit such Taxes to the relevant Tax authority. Any Taxes that are collected and/or remitted by Carrots are identified to Members on their transaction records, as applicable. Carrots may seek additional amounts from Members (including by deducting such amounts from future payouts) in the event that the Taxes collected and/or remitted are insufficient to fully discharge that Members’ tax obligations, and you agree that your sole remedy for Taxes collected by Carrots is a refund from the applicable Tax authority. You acknowledge and agree that we retain the right, with prior notice to affected Members, to cease the collection and remittance of Taxes in any jurisdiction for any reason.

8.3 Tax Information. In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Carrots may issue on your behalf invoices or similar documentation for VAT, GST, consumption or other Taxes for your Farmer products to facilitate accurate tax reporting by you, our Shoppers, and/or their organizations.

General Terms

9. Reviews.

After each Product listing sale, Shoppers will have an opportunity to review the product. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates our Content Policy or Review Policy. Reviews are not verified by Carrots for accuracy and may be incorrect or misleading.

10. Content.

Parts of the Carrots Platform enable you to provide feedback, text, photos, audio, video, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, you grant Carrots a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. If Content includes personal information, our Privacy Policy describes how we use that personal information. Where Carrots pays for the creation of Content or facilitates its creation, Carrots may own that Content, in which case supplemental terms or disclosures will say that. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant Carrots the rights described in these Terms. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party. Content must comply with our Content Policy and Nondiscrimination Policy, which prohibit, among other things, discriminatory, obscene, harassing, deceptive, violent, and illegal content. You agree that Carrots may make available services or automated tools to translate Content and that your Content may be translated using such services or tools. Carrots does not guarantee the accuracy or quality of translations and Members are responsible for confirming the accuracy of such translations.

11. Fees.

Carrots may charge fees (and applicable Taxes) to Farmers and Shoppers for use of the Carrots Platform. More information about when service fees apply and how they are calculated can be found on our Service Fees page. Except as otherwise provided on the Carrots Platform, service fees are non-refundable. Carrots reserves the right to change the service fees at any time, and will provide Members notice of any fee changes before they become effective. Fee changes will not affect purchases made prior to the effective date of the fee change. If you disagree with a fee change you may terminate this agreement at any time pursuant to Section 13.2.

12. Carrots Platform Rules.

12.1 Rules. You must follow these rules and must not help or induce others to break or circumvent these rules.

• Act with integrity and treat others with respect
  • Do not lie, misrepresent something or someone, or pretend to be someone else.
  • Be polite and respectful when you communicate or interact with others.
  • Follow our Nondiscrimination Policy and do not discriminate against or harass others.
• Do not scrape, hack, reverse engineer, compromise or impair the Carrots Platform
  • Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Carrots Platform.
  • Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Carrots Platform or Content.
  • Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Carrots Platform.
  • Do not take any action that could damage or adversely affect the performance or proper functioning of the Carrots Platform.
• Only use the Carrots Platform as authorized by these Terms or another agreement with us
  • You may only use another Member’s personal information as necessary to facilitate a transaction using the Carrots Platform as authorized by these Terms.
  • Do not use the Carrots Platform, our messaging tools, or Members’ personal information to send commercial messages without the recipient’s express consent.
  • You may use Content made available through the Carrots Platform solely as necessary to enable your use of the Carrots Platform as a Shopper or Farmer.
  • Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us.
  • Do not request, make, or accept a purchasing or any payment outside of the Carrots Platform to avoid paying fees, taxes or for any other reason. See our Offline Fee Policy for exceptions.
  • Do not require or encourage Shoppers to open an account, leave a review, complete a survey, or otherwise interact, with a third party website, application or service before, during or after a purchase, unless authorized by Carrots.
  • Do not engage in any practices that are intended to manipulate our search algorithm.
  • Do not buy Farmer products unless you are actually using the Farmer products.
  • Do not use, copy, display, mirror or frame the Carrots Platform, any Content, any Carrots branding, or any page layout or design without our consent.
• Honor your legal obligations
  • Understand and follow the laws that apply to you, including privacy, data protection, and export laws.
  • If you provide us with someone else’s personal information, you: (i) must do so in compliance with applicable law, (ii) must be authorized to do so, and (iii) authorize us to process that information under our Privacy Policy.
  • Read and follow our Terms, Policies and Standards.
  • Do not use the name, logo, branding, or trademarks of Carrots or others without permission.
  • Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Carrots branding.
  • Do not offer Farmer products that violate the laws or agreements that apply to you.
  • Do not offer or solicit prostitution or participate in or facilitate human trafficking.

12.2 Reporting Violations. If you believe that a Member, Product listing or Content poses an imminent risk of harm to a person or property, you should immediately contact local authorities before contacting Carrots. In addition, if you believe that a Member, Product listing or Content has violated our Standards, you should report your concerns to Carrots. If you reported an issue to local authorities, Carrots may request a copy of that report. Except as required by law, you agree that we are not obligated to take action in response to any report.

12.3 Copyright Notifications. If you believe that Content on the Carrots Platform infringes copyrights, please notify us in accordance with our Copyright Policy.

13. Termination, Suspension and other Measures.

13.1 Term. The agreement between you and Carrots reflected by these Terms is effective when you access the Carrots Platform (for example to create an account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.

13.2 Termination. You may terminate this agreement at any time by sending us an email or by deleting your account. Carrots may terminate this agreement and your account for any reason by giving you 30 days’ notice via email or using any other contact information you have provided for your account. Carrots may also terminate this agreement immediately and without notice and stop providing access to the Carrots Platform if you breach these Terms, you violate our Policies, you violate applicable laws, or we reasonably believe termination is necessary to protect Carrots, its Members, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice.

13.3 Member Violations. If (i) you breach these Terms, our Policies, or our Standards, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Carrots believes it is reasonably necessary to protect Carrots, its Members, or third parties; Carrots may, with or without prior notice:

• suspend or limit your access to or use of the Carrots Platform and/or your account;
• suspend or remove Product listings, Reviews, or other Content;
• cancel pending or confirmed purchasings; or
• suspend or revoke any special status associated with your account.

For minor violations or where otherwise appropriate as Carrots determines in its sole discretion, you will be given notice of any intended measure by Carrots and an opportunity to resolve the issue. You may appeal actions taken by us under this Section by contacting customer service. If an order is cancelled under this Section, the amount paid to the Farmer will be reduced by the amount we refund or otherwise provide to the Shopper, and by any other costs we incur as a result of the cancellation.

13.4 Legal Mandates. Carrots may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 13.3.

13.5 Effect of Termination. If you are a Farmer and terminate your Carrots account, any confirmed purchasing(s) will be automatically cancelled and your Shoppers will receive a full refund. If you terminate your account as a Shopper, any confirmed purchasing(s) will be automatically cancelled and any refund will depend upon whether the Farmer has already been paid out or not. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Content. If your access to or use of the Carrots Platform has been limited, or your Carrots account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Carrots Platform through an account of another Member.

13.6 Survival. Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 2 through 26.

14. Modification.

Carrots may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Carrots Platform and update the “Last Updated” date at the top of these Terms. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement, your continued access to or use of the Carrots Platform will constitute acceptance of the revised Terms.

15. Resolving Complaints.

If a complaining Member escalates a complaint to Carrots, the other Member will be given an opportunity to respond. You agree to cooperate in good faith, provide any information Carrots requests, execute documents, and take further reasonable action, in connection with Member complaints, claims under insurance policies, or other claims related to your provision or use of the Carrots Platform.

16. Carrots’ Role.

We offer a platform that enables Members to publish, offer, search for, and buy Farmer products. While we work hard to ensure our Members have great experiences using Carrots, we do not and cannot control the conduct of Shoppers and Farmers. You acknowledge that Carrots has the right, but does not have any obligation, to monitor the use of the Carrots Platform and verify information provided by our Members. For example, we may review, disable access to, remove, or edit Content to: (i) operate, secure and improve the Carrots Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Product listings that don’t meet quality and eligibility criteria. Members acknowledge and agree that Carrots administers its Policies (such as our Extenuating Circumstances Policy) and Standards (such as basic requirements for Farmers), including decisions about whether and how to apply them to a particular situation, at its sole discretion. Members agree to cooperate with and assist Carrots in good faith, and to provide Carrots with such information and take such actions as may be reasonably requested by Carrots with respect to any investigation undertaken by Carrots regarding the use or abuse of the Carrots Platform. Carrots is not acting as an agent for any Member except for where Carrots acts as a collection agent as provided in the Payments Terms.

17. Member Accounts.

You must register an account to access and use many features of the Carrots Platform. Registration is only permitted for legal entities, partnerships and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the Carrots Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up-to-date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Carrots if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23. United States Dispute Resolution and Arbitration Agreement.

23.1 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.

23.2 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.

23.3 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).

23.4 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.

23.5 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.

23.6 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.

23.7 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.

23.8 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.

23.9 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.

23.10 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.

23.11 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.

23.12 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.

23.13 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.

23.14 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.

24. Miscellaneous.

24.1 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.

24.2 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.”

24.3 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.

24.4 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.

24.5 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.

24.6 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.

24.7 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.

24.8 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.

24.9 Powered by Carrots™. Powered by Carrots™ is a philanthropic arm of Carrots that benefits our Farmer and Shopper communities and the public.

24.10 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.

24.11 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.

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

Schedule 1 - Contracting Entities