Terms and Conditions of Use

 

These Terms and Conditions of Use (the “Agreement”) set out the terms on which Karrot Health Inc. (“Karrot Health” or “we”) will provide Karrot Health software and services on the Karrot Health website and other Karot Health controlled or operated websites and through Karrot Health’s mobile device applications (collectively, the “Service”) to you, a user of the Service (“You” or “User”), as well as the benefit of this Agreement to any Karrot Health officer, director, employee or agent of Karrot Health or corporate entity affiliated with Karrot Health (each, a “Karrot Health Affiliate”).

By providing Your email address and creating an account as a User of the Service, or by otherwise using the Service, You agree to comply with and be bound by this Agreement, which we may change at any time by posting notice on the Service. Users bound by this Agreement include both those using Karrot Health for their own health and exercise goals (sometimes referred to as “Individual Users”) and employers/insurers using Karrot Health to provide services and incentives to others (referred to as “Company” or “Companies”). PLEASE READ THIS AGREEMENT CAREFULLY, AND PLEASE CHECK THESE TERMS AND CONDITIONS PERIODICALLY FOR CHANGES. If You do not agree to these terms and conditions, please do not use the Service.

 

1) Registration.

If You register as a User, You represent and warrant to Karrot Health that: (i) You are of legal age to form a binding contract; (ii) You will provide Karrot Health with accurate, current and complete registration information; and (iii) Your registration and Your use of the Service is not prohibited by law. Karrot Health reserves the right to suspend or terminate Your registration, or Your access to this Service, with or without notice to You, in the event that You breach any term of this Agreement.

 

2) Minors.

The Service is not directed at Users under the age of 18. If You are under the age of 18, You are not permitted to register as a User or use the Service.

 

3) Ownership of the Service and Related Intellectual Property.

All the text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information), data, other content, software and materials displayed on the Service or used by Karrot Health to operate the Service, excluding any User Content (as defined below) is proprietary to us or to third parties. Karrot Health expressly reserves all rights, including all intellectual property rights, in all of the foregoing, and except as expressly permitted by this Agreement, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or other exploitation of them is strictly prohibited.

 

4) Your Registration and User Content.

The information You submit to us as part of Your registration, and any data that You submit to Karrot Health, (“User Content”), remain Your intellectual property, and Karrot Health does not claim any ownership of the copyright or other proprietary rights in such information and User Content. Notwithstanding the foregoing, You agree that Karrot Health may retain copies of all registration information and User Content and use such information and User Content as reasonably necessary for or incidental to its operation of the Service and as described in the Agreement and the Karrot Health Privacy Policy, and You grant Karrot Health the non-exclusive, worldwide, transferable, perpetual, irrevocable right to publish, distribute, publicly display and perform the User Content in connection with the Service and as provided for in the Karrot Health Privacy Policy.

 

5) License to Use the Service.

Subject to the terms of this Agreement, Karrot Health authorizes You to use the Service for Your personal, non-commercial purposes. You may not remove any copyright, trademark or other proprietary notices that have been placed in the Service. Except as expressly permitted above, modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way the Service, or any portion of the Service, is strictly prohibited without the prior written permission of Karrot Health. The Service is licensed, not sold, and You obtain no rights in any copy of software related to the Service other than the rights described in this paragraph.

You agree, and represent and warrant, that Your use of the Service, or any portion thereof, will be consistent with the foregoing license, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, You agree that You will comply with all applicable laws, regulations and ordinances relating to the Service or Your use of it, and You will be solely responsible for Your own individual violations of any of any such laws.

You are solely responsible for obtaining the equipment and telecommunication services necessary to access the Service, and all fees associated therewith (such as computing devices and Internet service provider and airtime charges).

We retain the right to implement any changes to the Service at any time, with or without notice. You acknowledge that a variety of Karrot Health actions may impair or prevent You from accessing the Service at certain times and/or in the same way, for limited periods or permanently, and agree that Karrot Health has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to You, any content or services.

 

6) Delinquent Company Payments

If the Company providing Karrot Health services to You is delinquent in their payment obligations to Karrot Health, Karrot Health reserves the right to withhold payouts/compensation to You until the Company fulfills its payment obligations to Karrot Health.  You agree that all disputes concerning unpaid payouts/compensation because of the Company’s failure to compensate Karrot Health should be directed to the Company, not Karrot Health. Karrot Health reserves the right to suspend or cancel any and all services to You if Your Company fails to pay the amount owed to Karrot Health according to the negotiated payment schedule.

 

7) Karrot Health’s Rights

Karrot Health reserves the right (but is not obligated) to do any or all of the following:

  1. Record User Content;

  2. Investigate an allegation that User Content or User registration information does not conform to the terms and conditions of this Agreement;

  3. Remove User Content or User registration information that is abusive, illegal or disruptive, or that otherwise fails to conform with the terms and conditions of this Agreement;

  4. Monitor, edit or disclose any User Content or User registration information, and otherwise generally monitor Your use of the Service; or

  5. Edit or delete any User Content or User registration information, regardless of whether such content violates any terms and conditions of this Agreement.

Karrot Health and Karrot Health Affiliates have no liability or responsibility to Users of the Service or any other person or entity for performance or nonperformance of the aforementioned activities.

 

8) Links to Third Party Website Are Not Endorsements.

The Karrot Health website and mobile application may contain links to third party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Karrot Health. You should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any of these third parties.

 

9) Ideas Submitted to Karrot Health

Karrot Health is pleased to hear from You and welcomes Your comments about the Service. In the event that You submit ideas or suggestions for the Service (“Service Comments”), the Service Comments will be deemed, and will remain, the sole property of Karrot Health. None of the Service Comments will be subject to any obligation of confidence on the part of Karrot Health, and Karrot Health and Karrot Health Affiliates will not be liable for any use or disclosure of any Service Comments. Without limiting the foregoing, Karrot Health will be entitled to unrestricted use and other exploitation of the Service Comments for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Service Comments.

 

10) Warranty Disclaimers, Limitations of Liability and Indemnity.

You acknowledge that Your diet and exercise activities involve risks, which may involve risk of bodily injury or death, and that You assume those risks. You should consult a licensed/certified healthcare professional prior to beginning or modifying any diet or exercise program that You undertake, and You acknowledge that Karrot Health has advised You of the necessity for obtaining such consultations. The Service is a source of information, but it does not provide medical advice. Karrot Health makes no representation that Karrot Health is a provider of medical services as defined by federal and state laws and regulations pertaining to medical providers and other health care related matters, or that Karrot Health has any obligations with respect to (a) the appropriateness of Your engaging in a weight loss or fitness program; (b) the results (or lack of results) obtained by Your use of the Services; and (c) any health-related matters arising in connection with Your use of Karrot Health. In no event shall Karrot Health be liable for any death or bodily injury that You suffer, or that You cause to any third party, in connection with Your use of the Service or any diet, exercise or other activity You undertake in connection with Your use of the Service.

Warranties. WITHOUT LIMITATION OF THE FOREGOING, KARROT HEALTH AND KARROT HEALTH AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SERVICE OR USER CONTENT. THE SERVICE AND USER CONTENT ARE PROVIDED IN “AS-IS” CONDITION, AND KARROT HEALTH AND KARROT HEALTH AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED TO THE EXTENT PERMITTED BY LAW, INCLUDING: ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; THAT THE SERVICE AND USER CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICE AND USER CONTENT, AND AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE OR THE USER CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KARROT HEALTH OR ANY KARROT HEALTH AFFILIATE OR THROUGH THE SERVICE OR USER CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

YOU USE THE SERVICE AND USER CONTENT AT YOUR OWN RISK, AND NEITHER KARROT HEALTH NOR KARROT HEALTH AFFILIATES WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO ANY OF THEIR OPERATION, USE OR OTHER EXPLOITATION.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM KARROT HEALTH OR KARROT HEALTH AFFILIATES ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICE OR USER CONTENT, EVEN IF KARROT HEALTH OR KARROT HEALTH AFFILIATES HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

THE MAXIMUM AGGREGATE LIABILITY OF KARROT HEALTH AND KARROT HEALTH AFFILIATES FOR ANY AND ALL DAMAGES ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE OR THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF PAY-OUTS PAID TO YOU BY THE EMPLOYER OR INSURANCE COMPANY THAT PROVIDES THE KARROT HEALTH SERVICES IN THE THREE (3) MONTHS BEFORE THE LIABILITY IS ALLEGED TO HAVE ARISEN, OR, IF NO AMOUNTS WERE PAID DURING SUCH PERIOD, THE AMOUNT OF $1. THIS LIMITATION WILL APPLY WHETHER THE DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

You shall defend, indemnify and hold harmless Karrot Health and Karrot Health Affiliates against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys' fees arising in connection with Your use of the Service or Your breach of any provision of this Agreement. Karrot Health reserves the right the assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which You are obliged to provide indemnification hereunder. You will cooperate with Karrot Health with respect to such defense and settlement.

 

11) Link to the Privacy Statement.

Karrot Health operates the Service under the Privacy Policy published at (https://www.karrothealth.com/privacy). We urge You to read this policy now and, because the policy is updated from time to time, later at Your convenience. If we make material changes, as determined by us, in the way in which personal information is collected, used or transferred, we will notify you of these changes by email and by posting a modified version of this Privacy Policy on our website. Your continued use of the Service ten days following any changes means that you accept those changes. Even when we make changes, however, personal information collected by us will be treated in accordance with the version of the Privacy Policy in effect at the time the personal information was collected, unless we obtain your consent otherwise.

 

12) Applicable Law and Jurisdiction; Compliance.

All disputes arising out of or relating to this Agreement or the Service shall be resolved exclusively by binding arbitration conducted in Wilmington, Delaware before a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect and the further procedures set forth herein. In the event that the American Arbitration Association is unavailable or unwilling to administer the arbitration, and the parties are unable to agree to a substitute, a substitute shall be appointed by the court. The Arbitrator shall have authority to issue any and all remedies authorized by law. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 2 et seq., and the laws of the State of Delaware without reference to principles of conflicts of laws. Notwithstanding any rules of the American Arbitration Association to the contrary, any claims shall be adjudicated on an individual basis, and YOU WAIVE ANY RIGHT TO BRING ANY CLAIM AS A REPRESENTATIVE OF A PROPOSED CLASS, ON AN AGGREGATED OR MASS BASIS, OR AS A PRIVATE ATTORNEY GENERAL, OR TO CONSOLIDATE ARBITRATION PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES THERETO. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties hereto. In connection with any arbitration proceeding pursuant to this Agreement, unless the Arbitrator shall determine otherwise, each party shall bear its own costs and expenses. Notwithstanding the foregoing, You may at Your option file an individual claim in any small claims court for disputes or claims within the scope of its subject matter jurisdiction if such court has personal jurisdiction. Karrot Health does not hereby waive any defense that such jurisdiction may be lacking in Your state. Without derogation of the parties’ obligation to arbitrate as set forth herein, for any claims other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to this Agreement or the Service shall be vested exclusively in, and venue shall be laid in, the state or federal courts sitting in Wilmington, Delaware, except that, following confirmation of an arbitration award in a state or federal court in Wilmington, Delaware, a judgment arising therefrom may be executed in any court of competent jurisdiction.

 

13) Miscellaneous Provisions.

No delay or omission by Karrot Health in exercising any of its rights occurring upon any noncompliance or default by You with respect to this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by Karrot Health of any of the covenants, conditions or agreements to be performed by You will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained.

As used in this Agreement, “including” means “including but not limited to.”

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.

Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between You and Karrot Health regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.

You agree that the electronic text of this Agreement constitutes a writing and Your assent to the terms and conditions hereof constitutes a “signing” for all purposes.

There shall be no third party beneficiaries to this Agreement other than Karrot Health Affiliates. In no event shall Karrot Health be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside Karrot Health’s reasonable control.

The Section Headings herein are for convenience only and shall have no force or effect upon the construction or interpretation of any provision hereof.

 

Effective Date of Terms: 03/01/2018; updated 08/12/2018