Terms & Conditions, Use & Sale

1License of Software

Carrot has rights to a proprietary software as a services (SaaS) solution related to visual field testing (“Software”), which You wish to license for Your use. Subject to the terms and conditions of this Agreement and in consideration for the Fees. Carrot grants You a non-transferable, sublicensable, and non-exclusive license to use the Software during the Term of this Agreement.

1.2 Technical Support. Carrot will provide commercially reasonable technical support services to You through calls placed to 1 (858) 208-0074 (press 2) from 9AM-5PM EST, Monday-Friday. Where appropriate, Carrot may, in its sole discretion, utilize subcontractors to perform its services, provided they are subject to a written confidentiality requirement and represent that they have the relevant skills and know how to perform such services. As part of the registration process, You will identify an administrative user name and password for Customer’s account. Carrot reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.3 Reservations. All rights under this Agreement not expressly granted to You are reserved to Carrot. You shall not use the Software or the documentation in any way not expressly authorized in this Agreement.

1.4 Your Obligations. In order to ensure Carrot can provide You with access to the Software, You shall (i) cooperate with Carrot in all matters relating to the Software and Equipment; (ii) respond promptly to any Carrot request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Carrot to perform services related to the Software and Equipment in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Carrot may reasonably request to provide the Software and Equipment; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Software and Equipment.

2Use Restrictions and Responsibilities

2.1 Prohibited Uses and/or Activities. You may use the Software and Equipment only for lawful purposes and in accordance with this Agreement. You agree not to:

Remove any proprietary notices or labels on the Software or Equipment.

Circumvent any technological measure that controls access to the Software.

Replicate, or have third parties replicate, the methodologies or structures of the Software.

Use the Services, Software and/or Equipment or any data, results, or insights gained through Your use of the Software and Equipment, to develop a competing software product, or share with competitors or potential competitors of Carrot.

Violate any applicable federal, state, local, or international law or regulation, including, without limitation, any laws regarding the export of data or software to and from the United States (“U.S.”) or other countries. Customer may not export from the U.S. or allow the export or re-export of the Software, Equipment, Services, or anything related thereto, or any direct product thereof, in violation of any restrictions, laws, or regulations of the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, or any other U.S. or foreign agency or authority. As defined in FAR section 2.101, the Software and Equipment are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with applicable federal regulations, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement

Directly or indirectly, make the Software and Equipment publicly available, create derivative works (including translating), reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Software. Customer may not transfer, sell, resell, lease, license, or otherwise make available the Software and Equipment, or any portion thereof, to any unauthorized party, including subsidiaries, affiliates, or other legal entities, for any purpose whatsoever except as expressly permitted under this Agreement. Additionally, Customer may not modify, translate, use the Software for timesharing or service bureau purposes, or remove any proprietary notices or labels.

Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Software and Equipment, or which may harm Carrot or users of the Software and Equipment, or expose them to liability.

Use the Software and Equipment, or the results produced by the Software and Equipment, as the sole or primary basis for medical treatment, nor as a substitute for the medical judgment of a physician or qualified health care provider. All results must be interpreted by a physician or qualified health care provider.

We have the right to take appropriate legal action, including without limitation, referral to law enforcement for any illegal or unauthorized use of the Software and Equipment and/or terminate or suspend Your access to all or part of the Software and Equipment for any violation of this Agreement. Your use of the Software and Equipment in violation of this Agreement shall void any warranty, access to technical support from Carrot, and/or access to the Software and Services.

2.11 Disclosure of Findings. You agree not to disclose or publish Your findings, listings, or information derived from Your use of the Software and Equipment (collectively, “Findings”) without Carrot’s prior written approval. You shall provide Carrot with a copy of any proposed publication or disclosure at least thirty (30) days prior to the earlier of proposed publication or submission to a third party for possible publication for approval, which may be withheld at Carrot’s sole discretion. Carrot may condition its approval on the inclusion of a credit line in a form determined by us or restrictions on references to Carrot. You grant Carrot a perpetual, worldwide, royalty-free, paid-up non-exclusive license in all fields of use to Your Findings for our internal research purposes. Your obligations under this Section shall survive the termination of this Agreement.

2.12 Customer Provided Equipment and Responsibilities. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Software, Equipment, and/or Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Customer Provided Equipment”). Customer shall also be responsible for maintaining the security of the Customer Provided Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment and Software with or without Customer’s knowledge or consent.

2.13 Right to Monitor. Carrot may monitor Your use of the Software, Equipment and Services and prohibit any use it believes may be in violation of this Agreement.

3Your Acts or Omissions

If Carrot's performance of its obligations under this Agreement is prevented or delayed by any act or omission of You or Your agents, subcontractors, consultants, or employees, Carrot shall not be deemed in breach of its obligations under this Agreement. Additionally, Carrot shall not be liable for any costs, charges, or losses sustained or incurred by You, in each case, to the extent that such prevention or delay arises directly or indirectly from these acts or omissions.

4Fees

4.1 Fees. In consideration for providing the Equipment, licensing the Software, and Services, You shall pay Carrot the fees set forth in Your Order (“Fees”), subject to the terms of the Trial Period. During the 30-Day Trial, the Fees shall be $0 per device. After completion of the 30-Day Trial, Fees will be billed per device per month, payable in advance, subject to the terms of Section 5 of this Agreement. If You selected annual billing terms at the time of Your Order, Fees will be billed per device per year, payable in advance, subject to the terms of Section 5 of this Agreement.

4.2 Expenses. You agree to reimburse Carrot for all reasonable travel and out-of-pocket expenses incurred in connection with providing the Equipment, Software and/or Services.

4.3 Taxes. All Fees are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges imposed by any governmental authority. You are responsible for all such charges, costs and taxes, except for taxes imposed on Carrot's income, revenues, gross receipts, personal or real property, or other assets.

4.4 Fee Changes. Carrot reserves the right to change the Fees or applicable charges and institute new charges and Fees at the end of the Initial Service Term of the current renewal term, upon thirty (30) days prior notice to You (which may be sent by email).

5Payment Agreement

5.1 Payment of Fees. The Term and Fees for Your subscription to our Software, Equipment and Services are disclosed prior to purchase and confirmed via email following purchase. Customer will pay Carrot the applicable Fees based on Customer’s Order and associated invoices. Consistent with Section 6, Customer understands and agrees to pay all Fees for a monthly billing term in advance at the start of each month. If Customer selected annual billing terms, Customer understands and agrees the Fees will be billed annually and the Customer will make payment in advance at the start of each year.

5.2 Invoicing. Carrot may choose to bill through an invoice, in which case, full payment for invoices must be received within thirty (30) days of the invoice date. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, plus all expenses of collection and may result in immediate termination of Service. You are responsible for all taxes associated with the Services, except for U.S. taxes based on Carrot’s net income.

5.3 Billing Disputes. If You believe that Carrot has billed you incorrectly, You must contact Carrot no later than 60 days after the closing date on the first billing statement in which the error or problem appeared to receive an adjustment or credit. Inquiries should be directed to Carrot’s customer support department at support@carrot.io.

5.4 Automatic Renewal and Cancellation. Your subscription to Carrot’s Software and Services automatically renews until cancelled. You may cancel any time by contacting support@carrot.io. Cancellation will cease auto-renewal, but Fees paid are non-refundable, except where required by law. You must pay the Fees through the end of Your Term.

5.5 Late Payments. You shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. You shall reimburse Carrot for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees and court costs. In addition to all other remedies available under this Agreement or at law (which Carrot does not waive by the exercise of any rights hereunder), Carrot may suspend the delivery of any Equipment or access to any Software and Services if You fail to pay any amounts when due.

5.6 No Set-Off. You shall not withhold payment of any amounts due by reason of any set-off of any claim or dispute with Carrot, whether relating to Carrot's breach, bankruptcy or otherwise.

6Change to Software

Carrot may, from time to time, change the Software without Your consent, provided such changes do not materially affect the nature or scope of the Software, or the Fees or Term set forth in Your Order.

7Indemnification

7.1 Indemnification by Carrot. Carrot agrees to indemnify, defend, and hold harmless You and Your respective directors, officers, employees, agents, contractors, executives, medical personnel and staff (each, an “Indemnified Party”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in connection with:

Any breach of Carrot's representations, warranties, or covenants under this Agreement.

Any breaches by Carrot of its Confidentiality obligations hereunder or under the Business Associate Agreement (“BAA”).

Any claim that the Equipment or Software infringes any patent, copyright, trade secret, or other proprietary right of a third party (including, but not limited to, misappropriation of trade secrets) based on any code, interface, software, program, solution and/or other materials or Equipment furnished by Carrot or the use thereof by Customer. This Indemnification does not apply to:

Portions or components of the Equipment, Software or Service not supplied by Carrot.

Modifications made in whole or in part according to Your specifications.

Modifications made after delivery by Carrot.

Combinations with other products, processes, or materials where the alleged infringement relates to such combination.

Continued infringing activity after being notified or informed of modifications that would avoid the alleged infringement.

Use of the Service not strictly in accordance with this Agreement.

Any gross negligence or willful misconduct by Carrot or its employees, agents, or subcontractors.

Any injury or death, or damage to property, arising out of or in connection with the malfunction of the Equipment and/or Software, provided such malfunction is not due to misuse by You or Your respective directors, officers, employees, agents, contractors, executives, medical personnel and/or staff.

7.13 Indemnification by You. You agree to indemnify, defend, and hold harmless Carrot and its affiliates, directors, officers, employees, agents, contractors, subcontractors, executives, and/or staff (each, an “Indemnified Party”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in connection with:

Any breach of Your representations, warranties, or covenants under this Agreement.

Any claim that Your use of the Equipment or Software infringes any patent, copyright, trade secret, or other proprietary right of a third party.

Any negligence or willful misconduct by You or Your respective directors, officers, employees, agents, contractors, executives, medical personnel and staff.

Any injury or death, or damage to property, arising out of the misuse of the Equipment, Software, or Services by You or Your respective directors, officers, employees, agents, contractors, executives, medical personnel and staff.

7.18 Procedure. The Indemnified Party shall promptly notify the indemnifying party of any claim for which it seeks indemnification. The indemnifying party shall have the right to control the defense and settlement of such claim, provided that the Indemnified Party may participate in such defense and settlement with counsel of its own choosing at its own expense.

8Warranty, Disclaimer, Waiver of Implied Warranties

8.1 Warranty. Customer shall receive a non-transferable factory warranty throughout the duration of this Agreement Term. Equipment replacements may be issued in the event of a non-repairable component failure caused by a design flaw or manufacturing defect. Replacement will not be issued for hardware or accessory damage caused by the Customer, Customer’s staff, or Customer’s patients.

8.2 Disclaimer of Warranties. Except for the express warranty provided herein, Carrot makes no other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement of intellectual property rights. Customer acknowledges that they have not relied on any other warranties or representations made by Carrot or any third party. Customer acknowledges and agrees that no implied warranties shall apply to the Equipment sold under this Agreement.

8.3 Service Maintenance. Carrot shall use reasonable efforts consistent with industry standards to maintain the Services, minimizing errors and interruptions. Services may be temporarily unavailable for scheduled or emergency maintenance by Carrot or third-party providers, or due to causes beyond Carrot’s control. Carrot will use reasonable efforts to provide advance notice of any scheduled service disruptions. HOWEVER, CARROT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY REGARDING THE RESULTS OBTAINED FROM USE OF THE SERVICES.

8.4 Content Disclaimer. The content presented on or through the Software and Equipment is for general information purposes only. Carrot does not warrant the accuracy, completeness, or usefulness of this content. Any reliance on such information is at Your own risk. Carrot disclaims all liability arising from any reliance placed on such materials by You or any other user, or by anyone who may be informed of any of its content.

8.5 Third-Party Content. This Software and Equipment may include content provided by third parties. All statements and/or opinions in these materials, other than those provided by Carrot, are solely the responsibility of the person or entity providing them and do not necessarily reflect the opinion of Carrot. Carrot IS NOT RESPONSIBLE OR LIABLE FOR THE CONTENT OR ACCURACY OF ANY THIRD-PARTY MATERIALS.

8.6 Use at Your Own Risk. The Software, Equipment, and Services must be used for their intended purpose and in accordance with this Agreement. If not used properly, they are used at your own risk.

9Limitation of Liability

9.1 Exclusion of Damages. IN NO EVENT SHALL CARROT OR ITS SUPPLIERS, DIRECTORS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, DATA, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT Carrot HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

9.2 Aggregate Liability. Carrot's aggregate liability arising out of or related to this Agreement, whether arising out of breach of contract, tort (including negligence), or otherwise, shall not exceed the total amounts paid by You to Carrot for the Software, Equipment and Services during the preceding twelve (12) months or the limits of applicable insurance coverage maintained by Carrot.

9.3 Exceptions. The limitation of liability set forth in Section 11 shall not apply to (i) liability resulting from Carrot's gross negligence or willful misconduct and/or (ii) death or bodily injury resulting from Carrot’s acts or omissions.

9.4 Matters Beyond Control. Carrot shall not be responsible or liable for any matter beyond its reasonable control.

10Intellectual Property

“Intellectual Property Rights” means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, methods, processes, and other proprietary or confidential information, and (e) all other intellectual property rights of any kind or nature whatsoever, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. You acknowledge that Carrot, and all related names, logos, product and service names, designs, and slogans are trademarks of Carrot or its affiliates or licensors. You must not use such marks without the prior written permission of Carrot. All other names, logos, product and service names, designs, and slogans on our Software and Equipment are the trademarks of their respective owners. The Software and Equipment and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Carrot, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. If You print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Software and Equipment in breach of these Agreement, Your right to use the Software and Equipment will stop immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Software and Equipment or any content on the Software and Equipment is transferred to You, and all rights not expressly granted are reserved by us. Any use of the Software and Equipment not expressly permitted by these Agreement is a breach of these Agreement and may violate the law.

11Compliance with Law

You shall comply with all applicable laws, regulations, and ordinances. You shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that are needed to carry out all obligations under this Agreement.

12Protected Health Information

The Parties acknowledge that, in the course of You accessing the Software, Carrot may obtain access to “Protected Health Information” and thereby become Your “Business Associate”, as defined in the Health Insurance Portability and Accountability Act of 1996 and the regulations issued thereunder. The Parties represent and warrant that they have executed or will execute a BAA prior to processing its Protected Health Information. In the event of any conflict between terms of the BAA and the terms of this Agreement, the BAA will prevail, but only with respect to issues related to PHI..

13Confidentiality and Proprietary Rights

13.1 Confidential Information. You acknowledge the proprietary and confidential nature of the Software, Equipment, and Services, and all information provided by Carrot, including but not limited to Carrot’s trade secrets, intellectual property and proprietary rights, business and financial information, technical information, and processes (collectively, the “Confidential Information”). Confidential Information of Carrot includes non-public information about the features, functionality, and performance of the Software, Equipment and Service. Proprietary Information of the Customer includes non-public data provided to Carrot to enable the provision of Services (“Customer Data”). Confidential Information does not include information that: (a) You already knew about without restriction on use or disclosure prior to receipt of such information from Carrot; (b) is or becomes generally known by the public other than through Your breach of this Agreement, or Your other wrongful act; (c) You developed independently without reference to Carrot’s Confidential Information; or (d) You receive from a third party who is not under any obligation to Carrot to maintain the confidentiality of such information. You agree not to use Confidential Information for any purpose other than use of the Software and Equipment as permitted by this Agreement, and not to disclose Confidential Information to any third party without Carrot’s prior written consent. Access to Confidential Information should be limited to advisors, attorneys, contractors, consultants and employees having a need-to-know our Confidential Information for that party to exercise its rights or fulfill its obligations, as applicable, under this Agreement. Upon termination or expiration of this Agreement, You must return or destroy all Carrot’s Confidential Information and retain no copies. This Section shall apply to Confidential Information that is in the possession of Your subcontractors or agents or affiliates.

13.2 Ownership. Customer owns all rights, title, and interest in Customer Data. Carrot owns and retains all rights, title, and interest in its Confidential Information, including all improvements, enhancements, modifications, and intellectual property rights related thereto.

13.3 Data Use. Carrot has the right to collect and analyze data related to the provision, use, and performance of the Services and related systems and technologies, including Customer Data. Carrot may use such information to improve and enhance the Software, Equipment and Services and for other development, diagnostic, and corrective purposes.

13.4 De-Identified Data. Carrot shall have the right to access, compile, and aggregate information supplied by Customer, including Customer Data, into De-Identified Data. Any such Data, including Customer Data, will be de-identified in accordance with 45 CFR 164.514(a)-(c). Carrot shall own all rights, title, and interest in De-Identified Data. Carrot may use, sell, or otherwise distribute such De-Identified Data for any lawful purpose.

13.5 No Additional Rights. No other rights or licenses are granted except as expressly set forth herein.

14Force Majeure

No Party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of You to make payments to Carrot hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) Acts of God; (b) Flood, fire, earthquake, or explosion; (c) War, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) Government order, law, or actions; (e) Embargoes or blockades in effect on or after the date of this Agreement; (f) Pandemic; and/or (g) National or regional emergency. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 16, either Party may thereafter terminate this Agreement upon thirty (30) days' written notice.

15Assignment

You shall not assign any rights or delegate any obligations under this Agreement without the prior written consent of Carrot. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves You of any of Your obligations under this Agreement. Carrot may assign, transfer, or otherwise dispose of any or all of its rights and/or obligations under this Agreement without Your prior consent.

16Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

17No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Agreement.

18Governing Law and Jurisdiction

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the U.S. or the courts of the State of New York in each case located in the New York, New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

19Notices

All notices shall be in writing and shall be deemed received when delivered either: (i) at the time when it was delivered personally, addressed to the proper party with confirmation receipt, or sent by electronic transmission, (ii) one (1) business day after deposited for next day delivery with a reputable commercial overnight courier, or (iii) three (3) days after mailing by certified mail return receipt requested, to the respective Party at the address listed in the Customer account or the Carrot address in the preamble of this Agreement. Each Party is responsible to update its contact information with the other Party.

20Miscellaneous

If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. No waiver by Carrot of any provisions of this Agreement is effective unless explicitly set forth in writing and signed by Carrot. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.

1Equipment

Subject to this Agreement, Carrot agrees to transfer to You, the Equipment described more fully in Your Order.

1.2 Delivery of Equipment. Carrot shall deliver any Equipment within a reasonable time after accepting Your Order.

1.3 Shipping Agreement. Delivery of Equipment shall be made F.O.B. Destination. For sales to Canada, the Customer agrees to pay a one-time shipping fee of $60 USD for each delivery. This fee is in addition to any other applicable charges and will be included in the invoice.

1.4 Title and Risk of Loss. Title and risk of loss passes to Customer upon delivery of the Equipment at the Destination.

1.5 Delivery Destination. Unless otherwise agreed in writing by the parties, Carrot shall deliver the Equipment to the address listed on Your Order (the “Delivery Destination”) consistent with Carrot’s standard methods for packaging and shipping such Equipment, noted in Section 3.1.1.

1.6 Partial Shipments. Carrot may, in its sole discretion, without liability or penalty, make partial shipments of Equipment to You. Each shipment will constitute a separate sale, and You shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Your Order.

1.7 Non-Delivery. If for any reason You fail to accept delivery of any of the Equipment pursuant to Carrot's notice that the Equipment has been delivered at the Delivery Destination, or if Carrot is unable to deliver the Equipment at the Delivery Destination on such date because You have not provided appropriate or accurate instructions, documents, licenses or authorizations: (i) risk of loss to the Equipment shall pass to You; (ii) the Equipment shall be deemed to have been delivered; and (iii) Carrot, at its option, may store the Equipment until You pick it up, whereupon You shall be liable for all related costs and expenses (including, without limitation, storage and insurance). The quantity of Equipment recorded by Carrot at the time of dispatch from Carrot's business location is considered definitive proof of the quantity of Equipment You received upon delivery, unless You can provide conclusive evidence to the contrary. Carrot shall not be liable for any non-delivery of Equipment (even if caused by Carrot's negligence) unless You provide written notice to Carrot of the non-delivery within three (3) days of the expected delivery date. Carrot’s liability for non-delivery of Equipment is limited to either replacing the Equipment within a reasonable time or adjusting the invoice to reflect the actual quantity delivered. YOU ACKNOWLEDGE AND AGREE THAT THE REMEDIES SET FORTH IN THIS SECTION ARE YOUR EXCLUSIVE REMEDIES FOR ANY NON-DELIVERY OF EQUIPMENT.

1.8 Inspection and Rejection of Nonconforming Equipment. You shall inspect the Equipment within five (5) days of receipt (“Inspection Period”). You will be deemed to have accepted the Equipment unless You notify Carrot in writing of any Nonconforming Equipment during the Inspection Period and furnishes such written evidence or other documentation as required by Carrot. “Nonconforming Equipment” refers only to either: (i) Equipment shipped differs from what is specified in the Order; or (ii) Equipment that does not perform in material accordance with the associated documentation provided by Carrot. If timely notification to Carrot of any Nonconforming Equipment is provided, Carrot shall, in its sole discretion: (i) replace such Nonconforming Equipment with conforming Equipment, or (ii) credit or refund the Fees (for such Nonconforming Equipment), together with any reasonable shipping and handling expenses incurred by You in connection therewith. You shall ship the Nonconforming Equipment to Carrot. Carrot will reimburse You for reasonable and documented shipping and handling fees incurred by You when returning Nonconforming Equipment. This reimbursement will be made within thirty (30) days of receiving the Nonconforming Equipment and supporting expense documentation. If Carrot exercises its option to replace Nonconforming Equipment, Carrot shall, after receiving Your shipment of Nonconforming Equipment, ship to You, at Carrot expense, the replaced Equipment to the Delivery Point. YOU ACKNOWLEDGE AND AGREE THAT THE REMEDIES SET FORTH IN THIS SECTION ARE YOUR EXCLUSIVE REMEDIES FOR THE DELIVERY OF NONCONFORMING EQUIPMENT.

1.9 Technical Support. Carrot will provide commercially reasonable technical support services to You through calls placed to 1 (858) 208-0074 (press 2) from 9AM-5PM EST, Monday-Friday. Where appropriate, Carrot may, in its sole discretion, utilize subcontractors to perform its services, provided they are subject to a written confidentiality requirement and represent that they have the relevant skills and know how to perform such services. As part of the registration process, You will identify an administrative user name and password for Customer’s account. Carrot reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.10 Reservations. All rights under this Agreement not expressly granted to You are reserved to Carrot. You shall not use the Software or the documentation in any way not expressly authorized in this Agreement.

1.11 Your Obligations. In order to ensure Carrot can provide You with access to the Software, You shall (i) cooperate with Carrot in all matters relating to the Software and Equipment; (ii) respond promptly to any Carrot request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Carrot to perform services related to the Software and Equipment in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Carrot may reasonably request to provide the Software and Equipment; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Software and Equipment.

2Your Acts or Omissions

If Carrot's performance of its obligations under this Agreement is prevented or delayed by any act or omission of You or Your agents, subcontractors, consultants, or employees, Carrot shall not be deemed in breach of its obligations under this Agreement. Additionally, Carrot shall not be liable for any costs, charges, or losses sustained or incurred by You, in each case, to the extent that such prevention or delay arises directly or indirectly from these acts or omissions.

3Terms of 30-Day Free Trial, Term, and Termination

3.1 Trial Period. The 30-Day Free Trial (“Trial Period”) is completely free, commencing five (5) days after the Equipment has shipped ( “Trial Start Date”). During the Trial Period, You may return the Equipment to Carrot in the same condition it was provided, normal wear and tear excepted, with no further payment obligations. A valid credit card or other payment method is required at sign-up and must be maintained to ensure uninterrupted access to the Software and Services when the subscription automatically converts to a paid subscription at the end of the Trial Period.

3.2 Canceling During Trial Period. If You do not cancel and return the Equipment during the Trial Period, Carrot will charge Your payment method the Fees at the end of the Trial Period and on a recurring basis until cancelled. To cancel, contact support@carrot.io and return the Equipment using the included return shipping label.

Equipment Purchase Fee for Failing to Return Equipment. If You cancel during the Trial Period but fail to return the Equipment to Carrot within thirty (30) days of cancelling, or if there are missing or damaged components to the Equipment, Carrot reserves the right to charge Your payment method seven hundred dollars ($700) per unit of Equipment as an Equipment purchase fee.

3.4 Limitations of Trial Period. Carrot reserves the right to deny returns under the Trial Period if it believes You are abusing the program. You are permitted only one (1) Trial Period or discounted price offer. If either party terminates Your license to the Software under this Agreement for any reason, You shall not be eligible for an additional Trial Period. Restrictions may apply for combinations with other offers.

3.5 Term. This Agreement is effective from the date Carrot accepts Your Order and shall continue for the period stated in Your Order (either a monthly term of one month or annual term of one year). It shall be automatically renewed unless either Party requests termination at least thirty (30) days prior to the end of the then-current term.

3.6 Termination for Breach. Either Party may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment) if the other Party materially breaches any terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Carrot may terminate this Agreement with immediate effect upon written notice if You fail to pay any amount when due, have not performed or complied with the Agreement, or become insolvent or file for bankruptcy. Upon expiration or termination, Carrot shall cease providing the Software to You. No Fees paid will be refunded, including if You terminate or cancel the Agreement prior to the end of its term.

3.7 Survival. All sections of this Agreement which by their nature should survive termination will survive, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

4Fees

4.1 Fees. In consideration for providing the Equipment, licensing the Software, and Services, You shall pay Carrot the fees set forth in Your Order (“Fees”), subject to the terms of the Trial Period. During the 30-Day Trial, the Fees shall be $0 per device. After completion of the 30-Day Trial, Fees will be billed per device per month, payable in advance, subject to the terms of Section 6 of this Agreement. If You selected annual billing terms at the time of Your Order, Fees will be billed per device per year, payable in advance, subject to the terms of Section 6 of this Agreement.

4.2 Expenses. You agree to reimburse Carrot for all reasonable travel and out-of-pocket expenses incurred in connection with providing the Equipment, Software and/or Services.

4.3 Taxes. All Fees are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges imposed by any governmental authority. You are responsible for all such charges, costs and taxes, except for taxes imposed on Carrot's income, revenues, gross receipts, personal or real property, or other assets.

4.4 Fee Changes. Carrot reserves the right to change the Fees or applicable charges and institute new charges and Fees at the end of the Initial Service Term of the current renewal term, upon thirty (30) days prior notice to You (which may be sent by email).

5Payment Agreement

5.1 Payment of Fees. The Term and Fees for Your subscription to our Software, Equipment and Services are disclosed prior to purchase and confirmed via email following purchase. Customer will pay Carrot the applicable Fees based on Customer’s Order and associated invoices. Consistent with Section 6, Customer understands and agrees to pay all Fees for a monthly billing term in advance at the start of each month. If Customer selected annual billing terms, Customer understands and agrees the Fees will be billed annually and the Customer will make payment in advance at the start of each year.

5.2 Invoicing. Carrot may choose to bill through an invoice, in which case, full payment for invoices must be received within thirty (30) days of the invoice date. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, plus all expenses of collection and may result in immediate termination of Service. You are responsible for all taxes associated with the Services, except for U.S. taxes based on Carrot’s net income.

5.3 Billing Disputes. If You believe that Carrot has billed you incorrectly, You must contact Carrot no later than 60 days after the closing date on the first billing statement in which the error or problem appeared to receive an adjustment or credit. Inquiries should be directed to Carrot’s customer support department at support@carrot.io.

5.4 Automatic Renewal and Cancellation. Your subscription to Carrot’s Software and Services automatically renews until cancelled. You may cancel any time by contacting support@carrot.io. Cancellation will cease auto-renewal, but Fees paid are non-refundable, except where required by law. You must pay the Fees through the end of Your Term.

5.5 Late Payments. You shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. You shall reimburse Carrot for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees and court costs. In addition to all other remedies available under this Agreement or at law (which Carrot does not waive by the exercise of any rights hereunder), Carrot may suspend the delivery of any Equipment or access to any Software and Services if You fail to pay any amounts when due.

5.6 No Set-Off. You shall not withhold payment of any amounts due by reason of any set-off of any claim or dispute with Carrot, whether relating to Carrot's breach, bankruptcy or otherwise.

6Indemnification

6.1 Indemnification by Carrot. Carrot agrees to indemnify, defend, and hold harmless You and Your respective directors, officers, employees, agents, contractors, executives, medical personnel and staff (each, an “Indemnified Party”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in connection with:

Any breach of Carrot's representations, warranties, or covenants under this Agreement.

Any breaches by Carrot of its Confidentiality obligations hereunder or under the Business Associate Agreement (“BAA”).

Any claim that the Equipment or Software infringes any patent, copyright, trade secret, or other proprietary right of a third party (including, but not limited to, misappropriation of trade secrets) based on any code, interface, software, program, solution and/or other materials or Equipment furnished by Carrot or the use thereof by Customer. This Indemnification does not apply to:

Portions or components of the Equipment, Software or Service not supplied by Carrot.

Modifications made in whole or in part according to Your specifications.

Modifications made after delivery by Carrot.

Combinations with other products, processes, or materials where the alleged infringement relates to such combination.

Continued infringing activity after being notified or informed of modifications that would avoid the alleged infringement.

Use of the Service not strictly in accordance with this Agreement.

Any gross negligence or willful misconduct by Carrot or its employees, agents, or subcontractors.

Any injury or death, or damage to property, arising out of or in connection with the malfunction of the Equipment and/or Software, provided such malfunction is not due to misuse by You or Your respective directors, officers, employees, agents, contractors, executives, medical personnel and/or staff.

6.13 Indemnification by You. You agree to indemnify, defend, and hold harmless Carrot and its affiliates, directors, officers, employees, agents, contractors, subcontractors, executives, and/or staff (each, an “Indemnified Party”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in connection with:

Any breach of Your representations, warranties, or covenants under this Agreement.

Any claim that Your use of the Equipment or Software infringes any patent, copyright, trade secret, or other proprietary right of a third party.

Any negligence or willful misconduct by You or Your respective directors, officers, employees, agents, contractors, executives, medical personnel and staff.

Any injury or death, or damage to property, arising out of the misuse of the Equipment, Software, or Services by You or Your respective directors, officers, employees, agents, contractors, executives, medical personnel and staff.

6.18 Procedure. The Indemnified Party shall promptly notify the indemnifying party of any claim for which it seeks indemnification. The indemnifying party shall have the right to control the defense and settlement of such claim, provided that the Indemnified Party may participate in such defense and settlement with counsel of its own choosing at its own expense.

7Warranty, Disclaimer, Waiver of Implied Warranties

7.1 Warranty. Customer shall receive a non-transferable factory warranty throughout the duration of this Agreement Term. Equipment replacements may be issued in the event of a non-repairable component failure caused by a design flaw or manufacturing defect. Replacement will not be issued for hardware or accessory damage caused by the Customer, Customer’s staff, or Customer’s patients.

7.2 Disclaimer of Warranties. Except for the express warranty provided herein, Carrot makes no other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement of intellectual property rights. Customer acknowledges that they have not relied on any other warranties or representations made by Carrot or any third party. Customer acknowledges and agrees that no implied warranties shall apply to the Equipment sold under this Agreement.

7.3 Service Maintenance. Carrot shall use reasonable efforts consistent with industry standards to maintain the Services, minimizing errors and interruptions. Services may be temporarily unavailable for scheduled or emergency maintenance by Carrot or third-party providers, or due to causes beyond Carrot’s control. Carrot will use reasonable efforts to provide advance notice of any scheduled service disruptions. HOWEVER, CARROT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY REGARDING THE RESULTS OBTAINED FROM USE OF THE SERVICES.

7.4 Content Disclaimer. The content presented on or through the Software and Equipment is for general information purposes only. Carrot does not warrant the accuracy, completeness, or usefulness of this content. Any reliance on such information is at Your own risk. Carrot disclaims all liability arising from any reliance placed on such materials by You or any other user, or by anyone who may be informed of any of its content.

7.5 Third-Party Content. This Software and Equipment may include content provided by third parties. All statements and/or opinions in these materials, other than those provided by Carrot, are solely the responsibility of the person or entity providing them and do not necessarily reflect the opinion of Carrot. Carrot IS NOT RESPONSIBLE OR LIABLE FOR THE CONTENT OR ACCURACY OF ANY THIRD-PARTY MATERIALS.

7.6 Use at Your Own Risk. The Software, Equipment, and Services must be used for their intended purpose and in accordance with this Agreement. If not used properly, they are used at your own risk.

8Limitation of Liability

8.1 Exclusion of Damages. IN NO EVENT SHALL CARROT OR ITS SUPPLIERS, DIRECTORS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, DATA, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT Carrot HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

8.2 Aggregate Liability. Carrot's aggregate liability arising out of or related to this Agreement, whether arising out of breach of contract, tort (including negligence), or otherwise, shall not exceed the total amounts paid by You to Carrot for the Software, Equipment and Services during the preceding twelve (12) months or the limits of applicable insurance coverage maintained by Carrot.

8.3 Exceptions. The limitation of liability set forth in Section 11 shall not apply to (i) liability resulting from Carrot's gross negligence or willful misconduct and/or (ii) death or bodily injury resulting from Carrot’s acts or omissions.

8.4 Matters Beyond Control. Carrot shall not be responsible or liable for any matter beyond its reasonable control.

9Intellectual Property

“Intellectual Property Rights” means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, methods, processes, and other proprietary or confidential information, and (e) all other intellectual property rights of any kind or nature whatsoever, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. You acknowledge that Carrot, and all related names, logos, product and service names, designs, and slogans are trademarks of Carrot or its affiliates or licensors. You must not use such marks without the prior written permission of Carrot. All other names, logos, product and service names, designs, and slogans on our Software and Equipment are the trademarks of their respective owners. The Software and Equipment and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Carrot, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. If You print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Software and Equipment in breach of these Agreement, Your right to use the Software and Equipment will stop immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Software and Equipment or any content on the Software and Equipment is transferred to You, and all rights not expressly granted are reserved by us. Any use of the Software and Equipment not expressly permitted by these Agreement is a breach of these Agreement and may violate the law.

10Compliance with Law

You shall comply with all applicable laws, regulations, and ordinances. You shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that are needed to carry out all obligations under this Agreement.

11Protected Health Information

The Parties acknowledge that, in the course of You accessing the Software, Carrot may obtain access to “Protected Health Information” and thereby become Your “Business Associate”, as defined in the Health Insurance Portability and Accountability Act of 1996 and the regulations issued thereunder. The Parties represent and warrant that they have executed or will execute a BAA prior to processing its Protected Health Information. In the event of any conflict between terms of the BAA and the terms of this Agreement, the BAA will prevail, but only with respect to issues related to PHI..

12Confidentiality and Proprietary Rights

12.1 Confidential Information. You acknowledge the proprietary and confidential nature of the Software, Equipment, and Services, and all information provided by Carrot, including but not limited to Carrot’s trade secrets, intellectual property and proprietary rights, business and financial information, technical information, and processes (collectively, the “Confidential Information”). Confidential Information of Carrot includes non-public information about the features, functionality, and performance of the Software, Equipment and Service. Proprietary Information of the Customer includes non-public data provided to Carrot to enable the provision of Services (“Customer Data”). Confidential Information does not include information that: (a) You already knew about without restriction on use or disclosure prior to receipt of such information from Carrot; (b) is or becomes generally known by the public other than through Your breach of this Agreement, or Your other wrongful act; (c) You developed independently without reference to Carrot’s Confidential Information; or (d) You receive from a third party who is not under any obligation to Carrot to maintain the confidentiality of such information. You agree not to use Confidential Information for any purpose other than use of the Software and Equipment as permitted by this Agreement, and not to disclose Confidential Information to any third party without Carrot’s prior written consent. Access to Confidential Information should be limited to advisors, attorneys, contractors, consultants and employees having a need-to-know our Confidential Information for that party to exercise its rights or fulfill its obligations, as applicable, under this Agreement. Upon termination or expiration of this Agreement, You must return or destroy all Carrot’s Confidential Information and retain no copies. This Section shall apply to Confidential Information that is in the possession of Your subcontractors or agents or affiliates.

12.2 Ownership. Customer owns all rights, title, and interest in Customer Data. Carrot owns and retains all rights, title, and interest in its Confidential Information, including all improvements, enhancements, modifications, and intellectual property rights related thereto.

12.3 Data Use. Carrot has the right to collect and analyze data related to the provision, use, and performance of the Services and related systems and technologies, including Customer Data. Carrot may use such information to improve and enhance the Software, Equipment and Services and for other development, diagnostic, and corrective purposes.

12.4 De-Identified Data. Carrot shall have the right to access, compile, and aggregate information supplied by Customer, including Customer Data, into De-Identified Data. Any such Data, including Customer Data, will be de-identified in accordance with 45 CFR 164.514(a)-(c). Carrot shall own all rights, title, and interest in De-Identified Data. Carrot may use, sell, or otherwise distribute such De-Identified Data for any lawful purpose.

12.5 No Additional Rights. No other rights or licenses are granted except as expressly set forth herein.

13Force Majeure

No Party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of You to make payments to Carrot hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) Acts of God; (b) Flood, fire, earthquake, or explosion; (c) War, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) Government order, law, or actions; (e) Embargoes or blockades in effect on or after the date of this Agreement; (f) Pandemic; and/or (g) National or regional emergency. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 16, either Party may thereafter terminate this Agreement upon thirty (30) days' written notice.

14Assignment

You shall not assign any rights or delegate any obligations under this Agreement without the prior written consent of Carrot. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves You of any of Your obligations under this Agreement. Carrot may assign, transfer, or otherwise dispose of any or all of its rights and/or obligations under this Agreement without Your prior consent.

15Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

16No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Agreement.

17Governing Law and Jurisdiction

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the U.S. or the courts of the State of New York in each case located in the New York, New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

18Notices

All notices shall be in writing and shall be deemed received when delivered either: (i) at the time when it was delivered personally, addressed to the proper party with confirmation receipt, or sent by electronic transmission, (ii) one (1) business day after deposited for next day delivery with a reputable commercial overnight courier, or (iii) three (3) days after mailing by certified mail return receipt requested, to the respective Party at the address listed in the Customer account or the Carrot address in the preamble of this Agreement. Each Party is responsible to update its contact information with the other Party.

19Miscellaneous

If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. No waiver by Carrot of any provisions of this Agreement is effective unless explicitly set forth in writing and signed by Carrot. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.