Renewal terms

Last modified: April 3, 2025

DEFINITIONS.‍

The following definitions will apply to the Agreement, to the extent used in the Order Form and not otherwise defined.

“Benefit” means the benefit Carrot shall build based off of Customer’s Order Form selections.

“Carrot Account” means an account created by a Member linked with Customer.

“Carrot Card Services” means to 1) assist Customer in setting up a third party account to fund and make Carrot Cards available to eligible Members and (2) if and when Customer has Carrot Card access, (x) assist Members in receiving Carrot Cards; (y) review Members’ Carrot Card expenditure; and (z) provide related administrative services.

“Carrot Plan” means a set of recommended steps that Members request, receive and refresh through the Carrot Platform (or alternative delivery mechanism).

“Carrot Platform” means Carrot’s proprietary online technology platform, through which Carrot provides Member Services to Members.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, and Treasury Regulations and guidance issued thereunder, as amended.

“Covered Expenses”, which may also be referred to as “Covered Fertility Care Expenses” in the Agreement, include (in addition to those set forth in the Agreement) those categories of expenses expressly set forth in the Order Form.

“Dependent” means eligible partners or spouses of Eligible Employees.

“Eligible Employee” means a Customer employee who is eligible to create a Carrot Account.

“Engaged Member” means a Member who has received or refreshed a Carrot Plan in the immediately preceding 90 days.

“Journey” means access to: (a) Carrot Platform support for Members (e.g., Carrot Plans, educational resources, and expert chats) for a given category of fertility or family forming (as listed in the Order Form), and (b) if applicable, financial benefit and coverage selections.

“Member” means an Eligible Employees and/or Dependents who have created or are added to a Carrot account linked with Customer.

“Metric Reports” means standard metric reporting (based on tier), such as response times, engagement data, and employee feedback, together with any other non-identifiable metrics Carrot may provide.

“Qualified Beneficiaries” means select Eligible Employees and/or Dependents (determined in accordance with Customer’s health reimbursement arrangement elections) who are eligible to continue to receive certain reimbursements under the health reimbursement arrangement as provided under COBRA.

“Utilization Reports” means certain identifiable data relating to Members’ use of the Services, generally, employee identification numbers, total amounts reimbursed, and the category under which the expense is being reimbursed.

If the Agreement previously defined a term as “User Content,” it is replaced with the following:

“Customer Data”, sometimes previously referred to and hereby replacing the definition of “User Content” (if applicable), means the following personally identifiable information Customer provides to Carrot: (a) contact information (first name, last name, and work email address); (b) relevant Employee details (unique employee identification number, eligibility start date, date of birth, sex, zip code (US members only), and country of location (when Carrot is offered across multiple countries) coverage end date, and health plan information and Dependent name (in each case, only where applicable)); and (c) any other fields mutually agreed by Customer and Carrot.  For clarity, Customer Data excludes information collected from or otherwise provided by Members under the Terms of Service and Privacy Policy.

UPDATES. The following sections are added as new sections of the Agreement:

Representations

Customer represents and warrants that (a) Carrot may access and use Customer Data to (i) the extent necessary to perform or make Services available to Customer and Members; and (ii) create aggregated and deidentified data to (1) help with monitoring, maintaining, improving and/or enhancing our services; and (2) to run statistical and performance analysis on the same (and Customer will defend Carrot and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns from and against any Claims arising out of or resulting from Customer’s breach of the foregoing); (b) Customer shall pay any employment taxes related to the Services provided under this Agreement and (c) Customer will promptly notify Carrot if it is aware of any unauthorized transactions relating to Covered Expenses. Customer may only use Utilization Reports (if any) for the duration of the Subscription Period and to the extent necessary to assist Customer with disbursements, payroll and tax purposes, or with other legal obligations, and may not share them.

Disclaimers

Notwithstanding anything to the contrary in the Agreement, each party: (a) acknowledges that the other does not provide legal, tax, medical or similar professional advice and (b) agrees that it shall rely solely upon its own professional advisors (and not the other party) for such advice.  Customer is advised to seek its own tax and legal advice in connection with the Benefit.  “Third Party Partner”  means Alto Pharmacy, LLC (if Customer’s Order Form includes the Carrot Rx Services, which are Third Party Support Services), Stripe, Inc. (“Stripe”) (if Customer’s Order Form includes the Carrot Card Services, which are Third Party Support Services) and Wheel Medical P.A. (who provides telehealth), and Bridge’s Provider Group (Cloud Health Medical Group, P.A.) (if Customer’s Order Form includes the Menopause and Low Testosterone Journey, which includes the Menopause Services that are Third Party Support Services)  (and its or their successor provider(s), if any). Third Party Support Services may not be available in all countries.  Carrot is not responsible or liable for the actions or omissions of any Third Party Partner, and services performed by such Third Party Partner are not “Services” under this Agreement.  Carrot may modify, suspend, update, cancel or otherwise change the Third Party Support Services at any time.  In addition, and if included in the Agreement, all references to Reunite, Rx are hereby deleted.

Notices

Carrot’s address for purposes of Notices under the Agreement is updated as reflected at the top of this Order Form.  In order to be effective, Notices under the Agreement to Carrot must also be delivered via email to legal@get-carrot.com.  Notice may also be provided to Customer by sending an email to the address for “Legal Notices” set forth above.

Pricing and Fees

Customer acknowledges that the Fees presented in the Order Form were determined in reliance on: (a) the accuracy of the Eligible Employee population size, countries served, and other details as reflected in the applicable Order Form and (b) Customer’s full and complete compliance with the terms regarding launch and communications.  Further, except as expressly set forth in the Order Form, Customer acknowledges that the Fees presented in the Order Form assume that no customization to Carrot’s standard offering and plan design, in each case, for the selected tier will be required.

A “PEPM-Based Fee” is any Fee described the Order Form as a PEPM (e.g., the PEPM Fee or Platform Access Fee (PEPM))

For any “PEPM-Based Fee” invoiced annually:

Carrot will charge an annualized amount of the total PEPM-Based Fee(s) (i.e., such total amount multiplied by 12) per Eligible Employee per year of the Renewal Subscription Period, based on the number of Eligible Employees set forth in this Order Form.  Notwithstanding anything to the contrary in the foregoing, if at any time the actual number of Eligible Employees reflected on reflected on an Eligibility File is more than 10% greater than the number of Eligible Employees set forth in this Order Form, then Carrot may issue an additional invoice for those additional Eligible Employees, calculated based on the total PEPM-Based Fee(s) and the number of months remaining in the then-current year of Customer’s subscription. Invoices will be issued starting up to 30 days prior to the Subscription Start Date.

For any “PEPM-Based Fee” invoiced monthly:

For each month of the Subscription Period, Carrot will charge an amount equal to the total PEPM-Based fee(s) multiplied by the greater of either (i) the then-actual total Eligible Employees reflected in the Eligibility File as of the last day of such month or (ii) the number of Eligible Employees set forth in this Order Form.

Business Associate Agreement

To the extent that a Business Associate Agreement is required under HIPAA, and Customer and Carrot have not otherwise agreed to one, then Customer and Carrot agree to comply with the terms here: https://www.get-carrot.com/business-associate-terms ).

Services Descriptions‍

Except where Services are otherwise described in the Order Form, Services include the following:

• Benefit Construction.  Carrot will build Customer’s benefit (“Benefit”) from the Order Form selections.  
• Implementation, Launch Kit and Ongoing Account Management. Carrot will assign account management resources to Customer for implementation and ongoing support. Carrot will also provide announcement and communication materials about Carrot.
• Benefit Availability.   During the Subscription Period, Carrot will make the Benefit available to Customer employees meeting the criteria in the Order Form (“Eligible Employees”) and, where applicable, eligible partners or spouses (“Dependents”), so long as they accept and comply with the terms applicable to all Carrot members (currently available at https://www.get-carrot.com/terms and https://www.get-carrot.com/privacy-policy).
• Benefit Content.  The Benefit includes the following, as adjusted to reflect what Carrot generally makes available to all other members in the relevant country and for the applicable Journey and subscription type, for Eligible Employees and/or Dependents who have created or are added to a Carrot account linked with Customer (“Members”, and such account, a “Carrot Account”) and, where applicable, have created a Carrot Plan.  “Journey” means access to: (1) digital support via Carrot’s proprietary online technology platform (“Carrot Platform”) for Members for a given category of fertility or family forming (as listed in the Order Form), and (2) if applicable, financial benefit and coverage selections.  

Digital Support:

1. Carrot Plans: Members can request and receive a “Carrot Plan,” which is a set of recommended steps a Member can take, based on their Benefit content, Journey, and specific needs.  
2. Connections: Members can virtually connect with Carrot’s team of experts for guidance on the Benefit itself, or a specific field of Member interest.  Guidance is provided on an educational/informational basis only.
3. Educational Content: Members can read Journey-related educational materials.
4. Member Perks: Members may be entitled to additional perks through Carrot, such as negotiated discounts on partner products.

In addition if Customer has selected Carrot Pro in the Order Form:

5. Claims Services: 
   
   1. Carrot will review Member reimbursement requests in accordance with Carrot’s benefit determination guidelines (as applicable to Customer plan design, e.g., Journeys covered; Dependent eligibility) and policies.  Expenses that meet these criteria are “Covered Expenses”.  The Covered Expenses attachment offers examples of eligible categories.   Further, Carrot will arrange for Covered Expense reimbursement to Members. Carrot provides these Services based on generally accepted tax guidelines as issued from time to time by the Internal Revenue Service.  However, Customer is responsible for determining the tax treatment of Covered Expenses and for administering any associated tax withholding and/or reporting.  
   2. Carrot shall invoice Customer via email, and Customer shall pay Carrot,  for funds to reimburse Member Covered Expenses in accordance with the Order Form. Customer is fully responsible for funding Covered Expenses and will immediately notify Carrot if it will not have sufficient funds to satisfy the amounts required in connection with the Covered Expenses.  Carrot will not be required to reimburse any Member for any valid claim(s) for Covered Expenses with respect to any amount(s) not received from Customer.  However, if Carrot does make such a reimbursement, Customer agrees to pay Carrot upon demand for such amount(s).
   3.  Carrot is not a lender, and the Services do not include any regulated financial services.  Carrot has no obligation to administer Member Covered Expenses until it has received Customer’s funds to cover them.   Customer will indemnify, defend and hold Carrot and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns harmless from and against any Claims arising out of or resulting from Customer’s (or its personnel’s) failure to reimburse any Covered Expenses. 

• Reporting.  Carrot will provide Customer with its standard metric reporting (based on tier), such as response times, engagement data, and employee feedback.  These, together with any other non-identifiable metrics Carrot may provide, are the “Metric Reports.”  Where applicable, Carrot may share Utilization Reports with Customer.  “Utilization Reports” means certain identifiable data relating to Members’ use of the Services, generally, employee identification numbers, total amounts reimbursed, and the category under which the expense is being reimbursed.  Customer may only use the Utilization Reports as required to assist Customer with disbursements, payroll and tax purposes, or with other legal obligations, and may not share them. 
• Deductible Tracking Services:  Carrot will not process certain Covered Expenses of eligible US Members until that US Member has either reached the IRS minimum or their deductible, as measured by Carrot; provided, that Customer and its medical plan meet Carrot specifications for this Service.
• Employee Communications.  Carrot and Customer shall together ensure that a registration reminder communication is sent annually at the start of each new plan year to remind all Eligible Employees of the Carrot benefit available by the foregoing method (in all cases using content provided by Carrot).  Furthermore, Carrot and Customer agree to the ongoing benefit awareness communication plan agreed to in the Order Form or Agreement, as applicable.
• COBRA Services: If Customer extends its Benefit to Qualified Beneficiaries, then (i) Carrot will provide reasonable support to Customer’s third-party administrator to support Customer’s COBRA coverage for Qualified Beneficiaries; and (ii) Qualified Beneficiaries are “Members” for purposes of this Agreement.

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Covered Expenses

If Customer has selected Carrot Pro and included the Infertility and/or Fertility Journeys for Members located in the U.S., the following update shall be made:

Effective as of January 1, 2026, the exclusion of certain OB/GYN care from reimbursable infertility and fertility expenses is removed, and pregnancy care within the first trimester as a result of fertility treatment and related fertility care by an eligible provider is eligible for reimbursement in accordance with Carrot policy.

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MENOPAUSE SERVICES.

If the Order Form includes the Menopause and Low Testosterone Journey and there are Eligible Employees located in the United States, then the following is also included as a new section of the Agreement:

Virtual Menopause Care. During the Subscription Period, Carrot shall offer US-based Members access (the “Menopause Services”) to a Third Party Partner’s virtual providers, who provide telehealth services for menopause related care.

CARROT RX.

If the Order Form lists Carrot Rx Services, then:

• the following is always also included as a new section of the Agreement:

Carrot Rx Services mean offering US-based Members access to pre-negotiated rates on select medications via its Third Party Partner(s), as well as ordering, delivery, and unboxing support (created in accordance with Carrot guidance and review). Carrot Rx Services are “Third Party Support Services.”

• the following is also included as a new section of the Agreement if the Order Form is also for Carrot Pro:

Notwithstanding anything to the contrary herein, and subject to any exceptions permitted by Carrot policy, prescription pharmacy expenses are not Covered Expenses for US-based Members unless incurred using the Carrot Rx Services.

• the following is also included as a new section of the Agreement if the Order Form is also for Carrot Pro and lists Carrot Rx with PBM Carveout:

Customer shall not offer reimbursement, financial coverage or other benefits relating to fertility medications to US-based Members through its pharmacy benefit manager.

CARROT CARD.

Removing Carrot Card

If the Order Form does not include Carrot Card Services, but this was previously offered by you, then the following provision will apply as a new section of the Agreement:

As of the Effective Date, Carrot Card Services are not in scope and Customer hereby acknowledges that if, following the Effective Date, Customer requests that Carrot modify the Services to activate Carrot Card Services, such modification may incur additional fees and require an amendment to the Carrot Card Services terms in the Agreement.

Carrot Card Services

If the Order Form lists Carrot Card Services, then the following terms are incorporated by reference in the Agreement:

1.  Definitions

1. ‍Carrot Card” means a payment card that can be used by Eligible Employees to pay for Covered Expenses.‍
2. “Stripe” means Stripe, Inc.

2. Terms related to the Carrot Card and Carrot Card Services.

1. During the Subscription Period, Customer authorizes Carrot to perform the following “Carrot Card Services”: (1) assist Customer in setting up a third party account to fund and make Carrot Cards available to eligible Members and (2) if and when Customer has Carrot Card access, (x) assist Members in receiving Carrot Cards; (y) review Members’ Carrot Card expenditure; and (z) provide related administrative services. The Carrot Card Services are “Third Party Support Services,” and Stripe (and each of  its successor provider(s), if any) is a “Third Party Partner”. Notwithstanding anything to the contrary set forth in the Order Form, Carrot is not obligated to provide the Carrot Card Services if the selected “Employer Contribution” is less than 100%.
2. In order to enroll with Stripe, Customer shall provide full, complete and accurate answers to all prompts in the bank authorization form provided by Carrot.  Customer shall provide such form to Carrot and authorizes Carrot to submit such form to Stripe and/or its issuing bank(s).  
3. Customer agrees to the terms required for receipt of the Carrot Card (the “Stripe Terms”), currently, the Stripe Connected Account Agreement (currently available at https://stripe.com/legal/connect-account), Issuing Bank Terms: Spend Card (currently available at https://stripe.com/legal/celtic-spend-card), and Service Terms (currently available at https://stripe.com/legal/ssa#services-terms) (each, inclusive of all incorporated and embedded terms, as may be updated from time to time). Customer (or Customer’s US affiliate, as applicable), and not Carrot, is party to the Stripe Terms.  Customer shall comply with the Stripe Terms, and shall indemnify, defend and hold Carrot and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns harmless from and against any Claims arising out of or resulting from a Customer’s (or its affiliate’s, personnel’s or Member’s) use and/or misuse of the services offered under the Stripe Terms.  If Customer’s US affiliate enters into the Stripe Terms, Customer is responsible and liable for the acts and omissions of such affiliate under this Section on the same basis as if such acts and omissions were performed by Customer.  Stripe is a third party beneficiary of this Agreement, but only for purposes of this Section, this Section may be disclosed to Stripe.  Customer’s full compliance with this “Card Card Services” Section  is required for use of the Carrot Card, which is in turn required for receipt of the Carrot Card Services. 
4. Customer will designate a Customer-controlled US bank account to fund its Members’ Carrot Cards through Stripe.  Carrot shall designate a target balance for Customer to maintain with Stripe (as may be updated from time to time upon mutual agreement, the “Target Amount”) to help ensure that its Carrot Cards remain funded. In order to maintain the Target Amount, Customer shall permit Carrot to pull funds from its designated US bank account, via Direct Debit, following notification (email sufficing) from Carrot, within the number of days indicated in the “Carrot Card Expenses” section of the Order Form.  Customer will ensure that  its designated US bank account holds, at minimum, the Target Amount at all times during the Subscription Period.  Carrot expects to pull funds (as described in this section) on a monthly basis, or more frequently as required based on Member spend.  Carrot will use reasonable efforts to resolve any issues resulting from the use of Carrot Cards to purchase goods or services other than Covered Expenses directly with the applicable Members; provided, however, that Customer shall ultimately be liable for the cost of any such purchases.  Carrot has no obligation to provide or engage a third party to provide collection agency services to Customer.

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