Version 2019.12.05 · Updated December 05, 2019

The service, located at http://Get-Carrot.com (“Get-Carrot.com”), and any application including any platforms, APIs, interfaces, related web sites, networks, embeddable widgets, downloadable software, debit-like card (“Carrot Card”), and other services provided by us and in which a link to our terms of service ("Terms and Conditions") is displayed (the “Service”) are owned and operated by Carrot Fertility, Inc., a Delaware corporation (“Carrot,” “we,” “us,” or “our”).

This page explains the terms by which you may use the Service and, if applicable, the Carrot Card. By accessing or using the Service or the Carrot Card, you signify that you have read, understood, and agree to be bound by these Terms of Service (these “Terms’) and to the collection and use of your information as set forth in the Get-Carrot.com Privacy Statement (together, this “Agreement”), whether or not you are a registered user of our Service. We reserve the right to make unilateral modifications to these Terms and will provide notice of these changes as described below. If you are not eligible, or do not agree to this Agreement, then you do not have our permission to use the Services or a Carrot Card.

Eligibility

The Service is not intended or designed to attract children under the age of thirteen (13). We do not knowingly allow children under the age of thirteen (13) to create Service accounts and submit personally identifiable information. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least thirteen (13) years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with all applicable laws and regulations. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to this Agreement and you agree to be bound by this Agreement on behalf of that organization. Carrot may, in its sole discretion, refuse to offer the Services to any person or entity, and may change its eligibility criteria at any time.

Carrot Cards may be used only in the United States and in no other country. Your eligibility to use the Carrot Card will terminate upon your loss of eligibility for the Service.

Customer Privacy

Carrot understands the importance of maintaining the privacy of your Personal Information. Carrot is not subject to the regulations that govern Covered Entities under the Health Insurance Portability and Accountability Act (“HIPAA”), so the information you submit to us is governed by our Privacy Statement and Carrot’s privacy policies, which follow the guidelines of HIPAA. Please review Carrot’s Privacy Statement carefully. This describes how your Personal Information may be used and disclosed. To the extent there is a disagreement between these Terms and our Privacy Statement, these Terms shall control.

If you use the Carrot Card, you give all necessary rights and consents to enable the Third-Party Servicer to collect, use, retain, and disclose information about you (including information the Third-Party Servicer may collect directly from you using cookies or other similar means), in accordance with the Third-Party Servicer's privacy policy located at https://stripe.com/privacy. If you live in New York, you acknowledge and agree that your use of the Services requires us to share some limited information with your employer regarding your reproductive health decisions. The information we share is limited to only what is necessary to provide services related to financial coverage, such as reimbursement. Your acceptance of these Terms constitutes your informed, affirmative, written consent to your employer’s access to this information.

Code of Conduct

You agree not to engage in any of the following prohibited activities:

Copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; Using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Carrot servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that we grant the operators of public search engines revocable permission to use spiders to copy publicly available materials from Get-Carrot.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); Transmitting spam, chain letters, or other unsolicited email; Attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; Taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; Uploading invalid data, viruses, worms, or other software agents through the Service; Collecting or harvesting any personally identifiable information, including account names, from the Service; Using the Service for any commercial solicitation purposes; Impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; Using the Service in order to obtain information about us, the Service, or our customers for the purpose of competing with us or otherwise replicating some or all of the Service for any reason; Interfering with the proper working of the Service; Accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or Bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. We may, without prior notice, and solely in compliance with any applicable laws, change the Service; stop providing the Service or features of it, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any lawful reason, including if in our sole determination you violate any provision of this Agreement, or for no reason if lawfully permitted. Upon any such termination, you continue to be bound by this Agreement.

Separately, you acknowledge and agree that you are responsible for, and will pay, any and all applicable taxes related to the financial benefit you receive as part of your use of the Service.

Carrot Card Ownership and Cancellation

In connection with the Service, you may be issued a Carrot Card. Any Carrot Card issued to you is the property of the card issuer (the “Issuer”, currently, Regions Bank) and is subject to cancellation by your employer, the Issuer, the third-party service provider of Carrot Card account services (the "Third-Party Servicer", currently, Stripe, Inc.), or Carrot, without notice and liability for any lawful reason, including if in our sole determination you violate any provision of this Agreement, or for no reason if lawfully permitted. Upon any such cancellation, you continue to be bound by this Agreement. Upon your receipt of notice of cancellation from your employer, the Issuer, the Third-Party Servicer, or us, you will, at your sole expense, immediately return any cancelled Carrot Card in your possession or under your control to the cancelling party.

Carrot Card Usage and Health Savings Account Distributions

The Carrot Card may be used to pay for certain services available to you through the Service. By using the Carrot Card, you enter into, and agree to, additional terms and conditions of the Third-Party Servicer that govern use of the Carrot Card ("Commercial Card Program Agreement") found at https://stripe.com/card-program/legal.

If you use the Carrot Card to pay for medical expenses (as defined in Internal Revenue Code section 213(d)), you agree that: (1) you will not use the Carrot Card for any medical expense that has already been reimbursed, (2) you will not seek reimbursement under any other health plan for any medical expense paid for with the Carrot Card, and (3) you will acquire and retain sufficient documentation (including invoices and receipts) for any medical expense paid with the Carrot Card. Each time you use the Carrot Card to pay for a medical expense as defined in Internal Revenue Code section 213(d), this Agreement is reaffirmed.

You agree that you will not use the Carrot Card or otherwise seek reimbursement through Carrot for any medical expense for which you receive a tax-free distribution from a Health Savings Account (HSA). You understand and acknowledge that any distribution from an HSA made for an expense that was paid for with the Carrot Card or otherwise reimbursed through Carrot is not excludable from gross income.

No Unlawful or Prohibited Use

As a condition of your use of the Service, you warrant to us that you will not use the Service for any purpose that is unlawful or prohibited by these Terms. If you violate any of the Terms, your permission to use the Service automatically ends.

As a condition of your use of the Carrot Card, you warrant to us that you will not use the Carrot Card: (i) for fraudulent or illegal purposes, (ii) for consumer, personal, or household purposes, (iii) for any purpose unrelated to the Service, or (iv) as prohibited by these Terms. All inquiries regarding Carrot Card usage should be directed to us. Please notify us immediately if a Carrot Card has been lost, damaged, stolen, or compromised.

Correction Procedures for Improper Use of the Carrot Card

If you use the Carrot Card, you agree that the correction procedures below, will apply to any improper use of the Carrot Card, including any violation of the terms set forth under "Usage" and "No Unlawful Prohibited Use" above:

1. Until the amount of any improper payment is recovered, Carrot will de-activate the Carrot Card and you must request payments or reimbursements of eligible expenses through other methods (for example, by submitting receipts or invoices from a merchant or service provider of the expense to Carrot);
2. You must repay to Carrot an amount equal to the improper payment;
3. If you fail to repay the amount of the improper payment, you agree that your employer may be entitled to withhold the amount of the improper payment from your pay or other compensation, to the fullest extent allowed by applicable law;
4. If any portion of the improper payment remains outstanding after attempts to recover that amount, Carrot will apply a claims substitution or offset to resolve improper payments, such as a reimbursement for a later substantiated expense claim is reduced by the amount of the improper payment. For example, if you have received an improper payment of $200 and subsequently submit a substantiated claim for $250 incurred during the same coverage period, a reimbursement for only $50 is made; and
5. If, after applying the procedures described above, Carrot has not recouped the improper payments on behalf of your employer, you accept that your employer may, consistent with its business practice, treat the improper payment as it would any other business indebtedness.

Passwords, Usernames and Accounts

Your Carrot account gives you access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion. You may never use another User’s account without permission. The Service allows you to record and store information. You are solely responsible for the activity that occurs on your account, and are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your password or account.

It is your sole responsibility to (1) control the disclosure and use of your account and password; (2) authorize, monitor, and control access to and use of your account and password; (3) promptly change your password if you feel it has become compromised; and (4) promptly inform us using the email help@get-carrot.com of any need to deactivate your account entirely. You grant us and all other persons involved in the operation of the Service the right to transmit, monitor, retrieve, store and use your information in connection with the operation of the Service. You represent and warrant to us that all information submitted to us through your account is current, accurate and complete and Carrot does not assume any responsibility or liability for information you submit, your or third-parties’ use or misuse of information transmitted or received using the Service. To change your password, sign in and change your password in the account information section.

Communications by Email

By accepting these Terms, you agree to receive essential communications from us by email. These communications may include (but are not limited to): notifications of purchase of service, submission of a claim for reimbursement and status of submitted claim.

Communications by Text Message

By accepting these Terms, you expressly consent to receive essential communications from us by text message to any mobile telephone number you provide to us. These communications may include (but are not limited to): notice that your Carrot Card has been declined, and notice that your Carrot Card has been deactivated. Text messages will not be used for advertising or marketing purposes. You may opt out of receiving text messages from us by replying to the text message in the manner indicated in the message, sending an email message to us at support@get-carrot.com, or writing to us at 47 Lusk Street, San Francisco, CA 94107.

Intellectual Property

All content such as text, graphics, images and information available on the Service (collectively the “Content”) is for informational purposes only. Reliance on the Content is solely at your own risk. Except as otherwise expressly stated, all Service Content is the copyrighted work of Carrot or its third party content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Service Content is also the exclusive property of Carrot and is protected by U.S. and international copyright laws. Carrot owns the Content. Any use of the Content not expressly permitted by these Terms may violate copyright, trademark and other law. Content and other features of the Service are subject to change without notice.

Third Party Content

We may provide links to third-party websites. In each such instance, where practicable, we will let you know when you are leaving the Service and linking to a third-party website. We are not responsible for the content, security or the privacy practices of third-party websites and do not make any representations regarding their content or accuracy. Your use of any third-party website is at your own risk. Links to third-party websites do not constitute or imply endorsement by us of those sites, the information they contain or any products or services they describe.

No Professional Advice

If we provide you any professional information in the course of providing the Service or use of the Carrot Card, you understand and agree that it is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any such information without first seeking independent professional advice from a person who is licensed and/or qualified in the applicable area. For clarity, you will be solely responsible for: (i) compliance with any and all applicable laws, rules, and regulations affecting you; and (ii) any use you may make of the Service or Carrot Card to assist in complying with any such laws, rules, or regulations. Neither the Service nor use of the Carrot Card includes any legal, medical, regulatory, accounting, or tax advice, and you will rely solely upon your own advisors with respect to such advice.

Disclaimer of Warranty

The Service, the Carrot Card, and all site-related services are provided “as is,” with all faults and with no representations or warranties of any kind. All express implied or statutory warranties, including without limitation warranties of merchantability, fitness for a particular purpose or non-infringement of proprietary rights, are expressly disclaimed. You assume total responsibility and risk for your use of the Service, Carrot Card, Get-Carrot.com, all site-related services, and third-party websites. No oral or written information or advice given by the Service, the Issuer or the Third-Party Servicer or any of their authorized representatives shall create a warranty of any kind. Any references to specific products or services on the Service do not constitute or imply a recommendation or endorsement by the Service unless specifically stated otherwise.

Limitation of Liability

In no event shall we and our affiliates, suppliers, and other third parties mentioned or linked to on the Service be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or other damage arising out of or relating in any way to the Service, the Carrot Card or your use of the Carrot Card, Get-Carrot.com, site related services and products, content or information contained within Get-Carrot.com, and/or any third party website, whether based on warranty, contract, tort, or any other legal theory and whether or not advised of the possibility of such damages. Your sole remedy for dissatisfaction with the Service, Carrot Card, site related services, and/ or third-party websites is to stop using the Service, Carrot Card, and/or those services. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Assumption of Risk; Indemnification

You understand, acknowledge, and freely assume all risks, including psychological and emotional risks (whether or not foreseeable to us or you), relating to your access to and activities with respect to the Service and Service Content, Carrot Card, or relating to any activity, information, or service, provided by us or any of our agents or employees or employees’ agents. You assume personal responsibility for any injury or harm of any kind (including, but not limited to, psychological or emotional injuries), illness, damage, loss, claim, liability or expense, of any kind or nature, that your person or property may suffer arising out of or in connection with the Service or Service Content, or Carrot Card, or use therein.

You agree to defend, indemnify and hold harmless Carrot and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service or Carrot Card, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, right provided by any labor or employment law, rule, or regulation, or intellectual property right; (iv) your violation of any applicable law, rule or regulation; (v) any information, materials, or content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your gross negligence or willful misconduct; (vii) any other party’s access and use of the Service (or access and use of any third-party service via the Service) with your unique username, password or other appropriate security code; or (vii) any other party’s access and use of the Carrot Card with your consent.

If Carrot or any of its subsidiaries, agents, licensors, managers, and other affiliated companies, or their employees, contractors, agents, officers and directors is required to indemnify any Issuer or Third-Party Servicer from and against any losses, claims, breaches, suits, damages, liabilities, costs, charges, attorneys' fees, judgments, fines, court costs and expenses, amounts paid in settlement, fees or penalties, and all other liabilities regardless of the form of action or legal theory ("Losses") as a result of your use of the Carrot Card, then you agree to defend, indemnify, and hold harmless Carrot and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors from and against such Losses.

The Third-Party Servicer will not be liable for any Losses sustained by you due to delay or failure in servicing a request initiated by you to make a payment with the Carrot Card.

Governing Law

You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

Arbitration

You agree that any dispute, controversy or claim arising out of or related to this Agreement, excluding any dispute, controversy or claim that may be subject to terms and conditions of the Issuer or Third-Party Servicer, will be resolved and settled through arbitration administered by the American Arbitration Association and conducted in San Francisco, California, United States of America. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction.

General Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Force Majeure

The performance of Carrot hereunder is subject to interruption and delay due to causes beyond its reasonable control including acts of God, acts of government, war, civil disorder, fire, power failure, equipment failure, labor dispute, inability to obtain necessary supplies, and the like.

Notification Procedures and Changes to the Agreement

We may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Carrot is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the version number and date at the top of this page. Your continued use of the Service or the Carrot Card after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service or the Carrot Card.

Entire Agreement/Severability

This Agreement, together with any amendments and any additional agreements you may enter into with Carrot in connection with the Service, shall constitute the entire agreement between you and us concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.