TERMS OF SERVICE

These Terms of Service, also referred to as the Terms of Use or the End User License Agreement ("EULA"), constitute a legal agreement between Carrot Company Limited (defined below) and the end user of our services ("you", "your”).

These Terms of Use apply when you download or use the Carrot App, register a Carrot Account, use the Carrot Website, Enroll in our cashback advertising program as a Merchant or Partner, or when we provide cashback services to you with respect to any registered payment card.

Carrot Company Limited is a company incorporated and registered in the United States of America (“we”, “us”, “our” or “Carrot”). We are a cashback consumer offers program provider. This is not a regulated service. We do not provide banking or other regulated services.

Our services enable consumers, to receive individual and group offers, discounts and cash payments such as Carrot Offers and Carrot Rewards in connection with purchases of goods or services from any of our cashback Merchants or Partners.

Our services also enable Merchants ("Businesses") or Partners to acquire or retain customers, through the use of our cashback program.

By downloading the Carrot App, signing-up for, subscribing or using any Carrot Services or accessing your Carrot Account via any web or other interface you agree to be bound by these Terms of Service and EULA which, collectively, form a binding contract between you and us until such time as your Carrot Account is closed by you or us.

You also agree to our Privacy Statement, incorporated herein by reference and located within our Privacy Policy ( "Privacy Statement" ), and acknowledge that you will regularly visit the Terms of Use (defined below) to familiarize yourself with any updates.

The Privacy Statement, together with these terms of use, and any other terms contained herein or incorporated herein by reference, are collectively referred to as the " Terms of Use ." The term "using" also includes any person or entity that accesses or uses the Site with crawlers, robots, data mining, or extraction tools or any other functionality.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP USING THE SITE OR APP AND DO NOT USE ANY CARROT SERVICE, PARTICIPATE IN ANY PROGRAM OR PURCHASE ANY PRODUCT OR OTHER GOOD OR SERVICE OFFERED BY CARROT.

1. DEFINITIONS

**Carrot
Account**	a Carrot App account in a Carrot User’s name or email address, associated with the payment card(s) linked by the Carrot User, to which the log in and access is limited to that specific Carrot User.
**Carrot
App**	the mobile application created, managed, operated and owned by Carrot Company Limited or its successors, agents, employees, or contractors with which a Carrot User may hold a Carrot Account to, for example and without limitation, earn Carrot Reward.
**Carrot
Services**	the features and benefits of the Carrot App, the Carrot Website and all other Carrot services provided to a Carrot User, the Carrot Network, and/or a Partner by Carrot Company Limited or their successors.
**Carrot
User**	an individual who has created and keeps active a Carrot Account.
**Carrot
Website**	the online website available at https://meetcarrot.xyx/

2. QUALIFICATION FOR USING THE CARROT APP.

2.1 To participate and register in the Carrot Rewards System, you must satisfy the following eligibility criteria:

  (a) you must be an individual acting on your own behalf, in your own personal capacity (and not as a business or on behalf of another person, company or other organization);

  (b) you must be at least sixteen (16) years of age (or any older age legally required under local law in your country to bind yourself legally to these terms);

  (c) you must have a valid mobile phone number that only you have access to;

  (d) you must have a valid personal email address that only you control access to and which you check regularly;

  (e) you must not already hold a Carrot Account and/or have had a Carrot Account closed by us;

  (f) you must pass our standard know your customer (KYC) checks, when applicable. We cannot issue cashback to you if this requirement is not met;

  (g) you must link your Carrot Account with a minimum of one (1) supported registered payment card and with third party service providers which we notify you of from time to time;

  (h) you must consent to us processing your personal data in accordance with our Privacy Policy (link available below) from time to time; and

  (i) you must not attempt to open or hold open more than one Carrot Account at any one time.

3. AGREEMENT

3.1 Please find below a list of user documentation (“User Documents”) which together form your agreement ( “Agreement”) with us, and govern your use of the Carrot App:

  (a) Terms of Use / Terms of Service – this document

  (b) Privacy Policy – a copy of which can be found at this link https://www.meetcarrot.xyz/legals/

  (c) Cookies Policy – a copy of which can be found at this link https://www.meetcarrot.xyz/legals/

  (d) Carrot Community Codes of Conduct - a copy of which can be found at this link https://www.meetcarrot.xyz/legals/

3.2 The User Documents are ‘living’ documents and may be amended from time to time.

3.3 The Carrot App is free to use and/or download. You may install and use the Carrot App (including any updates we make available to you) provided that:

  (a) we own all rights and title in and to the Carrot App, the Partner Portal, the Carrot Website, all other Carrot Services, and all the content therein and in any messages we send to you. You have no rights in them except as expressly set out in this document;

  (b) you use the Carrot App only as permitted by the relevant app store terms and the terms in this document;

  (c) you enter your User Credentials (as defined below) into the Carrot App to access your Carrot Account;

  (d) you use the Carrot App only to receive Carrot Services and only for your personal, non-commercial purposes;

  (e) you do not republish, redistribute, re-transmit, assign, sub-license or grant any rights of use (or other rights) in the Carrot App to any other person;

  (f) save as permitted by law, you do not copy or reproduce the Carrot App or any content therein or any message we send you (whether in whole or in part);

  (g) save as you are entitled to do so for lawful purposes, you do not decompile or reverse engineer the Carrot App, attempt to derive the source code, or alter, modify, translate, adapt or create derivative works of the Carrot App or any Carrot content in any way (in whole or in part);

  (h) you do not remove or tamper with any Carrot copyright or other attribution notice;

  (i) you do not attempt to circumvent security features or interfere with the proper working of the Carrot App, your Carrot Account or Carrot Services; and

  (j) on any suspension or termination of Carrot Services and/or your Carrot Account, all rights granted to you shall be suspended or cease immediately.

3.4 You may use your Carrot Account and/or Carrot Services only for authorized and lawful purposes (complying with all applicable laws and regulations). You must not use your Carrot Account and/or Carrot Services in connection with any lottery or gambling activity, to further any fraudulent or other illegal activity, to impersonate another person or in a manner harmful to us or any other person.

3.5 The Carrot App and messages we send to you may include links to external sites and third party offers and promotions. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of their operators or promoters.

4. USE OF YOUR CARROT ACCOUNT

4.1 You may use your Carrot Account to view and use Carrot Rewards, Loyalty Points, and other benefits derived from Qualifying Transactions and Qualifying Transactions (Loyalty).

4.2 Qualifying Transactions and Qualifying Transactions (Loyalty) may generate Carrot Rewards, Loyalty Points, and other benefits from, for example, a reconciliation of the relevant Carrot Offer with your transaction information, which may include the nature, value and Partner associated with your purchase.

4.3 All Carrot Rewards are rebates which we provide to you which grant you the right to demand a payment from Carrot for the USD equivalent of the Carrot Rewards amount, less any fees associated with each Carrot Reward. Carrot has no obligation to pay you the USD equivalent of the Carrot Rewards unless and until you make a demand for payment of Carrot Rewards. You may make such a demand for payment by, for example, completing and executing any single process using the “Pay Me” or "Cash Out" functionality in the Carrot App. You may only use the “Pay Me” or "Cash Out" functionality if your Carrot App wallet balance is in credit (not debit). Carrot Rewards are not issued on receipt of funds.

4.4 The Partner has an obligation to pay us certain amounts and fees, including, but not limited to, the USD equivalent of any Carrot Reward amounts, under the Partner Terms and Conditions or another arrangement between us and the Partner. We only have an obligation to pay to you in accordance with the terms of Clause 4.3 herein.

4.5 Carrot does not hold any money, token or other asset on your behalf nor on behalf of any Partner. Carrot is not an agent for any Partner. Carrot has no obligation to pay you any amount Carrot charges its Partners. Carrot Rewards are rebates which may be redeemed for their USD cash equivalent in the manner described in Clause 4.3 herein.

4.6 You are responsible for providing accurate and up-to-date registered bank account details for the “Pay Me” or "Cash Out" functionality, in the Carrot App. Carrot takes no responsibility for inaccurate bank account details provided or any consequences extending therefrom including, but not limited to, issuing of Carrot Rewards using the “Pay Me” or "Cash Out" functionality to a bank account with which you have no association.

4.7 You may be offered an incentive to transact with Partners, by Partners that have agreed to participate in the Carrot Rewards System (“Partner Offer”) such as a discount, unique experience or opportunity. If a Partner makes such an offer via the Carrot App we shall not be responsible for any failure by the Partner to honor their offer or deliver any service to you.

4.8 We will generate Carrot Rewards and Carrot Offers based on the information we receive regarding your payment card linked to the Carrot App and your use of the Carrot App.

4.9 All Carrot Rewards are personal to you. If available, you may transfer any Carrot Rewards that you earn to other Carrot Users using the functionality provided by the Carrot App (including for charitable objects). In all other regards all rights of assignment are excluded. You may not dispose of your Carrot Rewards or use these save for the purposes of participating in the Carrot Rewards System.

4.10 We may only remove, reduce, vary or withhold your Carrot Rewards, Loyalty Points, other Carrot benefits or the validly requested issuance thereof in the case of technical or informational error, as a response to any suspicious activity relating to your Carrot Account, for security reasons, or as a response to any abuse of these terms or of any terms of the Carrot Community Codes of Conduct, rule of law, or any order enforced by a court or official legal body of valid jurisdiction.

4.11 Where you successfully undertake a refund directly with a Partner as to an or part of an underlying transaction that was a Qualifying Transaction and that Partner has not informed us that they operate a goods or services returns policy, we may, in our sole discretion, remove any related Carrot Rewards awarded to you. The amount of Carrot Rewards we may remove will be calculated by taking the average of the cashback percentages (%) applicable to all of the Qualifying Transactions you previously completed with that Partner and multiplying the resulting figure by the amount refunded to you. Where you successfully undertake a refund directly with a Partner as to an or part of an underlying transaction that was a Qualifying Transaction (Loyalty), we may not remove any Loyalty Points awarded to you.

4.12 There may be a delay between the completing of a Qualifying Transaction or a Qualifying Transaction (Loyalty) at a Partner and the corresponding Carrot Rewards or Loyalty Points appearing in your Carrot Account or all functionality in relation to Carrot Rewards or Loyalty Points being available to you, for example, but not limited to, where the Partner with whom you transacted has a returns period or where we haven't received the related transaction data from your financial institution.

4.13 The terms and conditions by which you may earn Carrot Rewards or Loyalty Points or other Carrot benefits may change from time to time. Any new Carrot Services or changes to existing Carrot Services will be announced via the Carrot App.

4.14 We will only provide Carrot Rewards or Loyalty Points earned for Qualifying Transactions or Qualifying Transactions (Loyalty) made with active Partners.

4.15 We may remove Partners from the Carrot Rewards System at any time, in accordance with the Partner Terms and Conditions.

4.16 On that date exactly one (1) calendar year after the most recent of either, (1) any Carrot Reward being displayed in your Carrot App or, (2) your use of the “Pay Me” or "Cash Out" functionality in the Carrot App or, (3) the un-linking of a payment card to the Carrot App, whether done intentionally or not, your ability to redeem the Carrot Rewards you are holding at that time will expire (your Carrot App wallet balance will be reset to zero (0)).

4.17 Every Qualifying Transaction (Loyalty) you complete with a Partner will earn you one (1) loyalty point (a Loyalty Point) which will be associated with your Carrot Account and that Partner. Every such Qualifying Transaction ( Loyalty) will also generate one (1) Loyalty Point which you may elect to assign to a friend by selecting your friend’s account via the Carrot App functionality or by inputting a valid UK mobile phone number.

4.18 A loyalty card is one predetermined set of Loyalty Point milestones (a Loyalty Card). The achievement of all milestones on a Loyalty Card completes that Loyalty Card and resets your Loyalty Points at the associated Partner ( Loyalty Card Completion).

4.19 The Partner may vary the terms of their loyalty scheme in accordance with the Partner Terms and Conditions.

4.20 Where you have earned a minimum of one (1) Loyalty Point in relation to a particular Partner and that Partner subsequently varies the terms of their Loyalty Scheme, you will continue to be a part of the original Loyalty Scheme until Loyalty Card Completion of the particular Loyalty Card on which you had earned at least one (1) Loyalty Point under the original Loyalty Scheme.

4.21 Any outstanding Loyalty Points you hold in association with a particular Partner will expire exactly three (3) years after you last earned a Loyalty Point in association with that Particular Partner.

4.22 On termination of your Carrot Account for any reason your ability to redeem any Carrot Rewards will expire.

4.23 When you reach certain predetermined Loyalty Point milestones on certain Loyalty Cards, you will unlock the ability to activate an increase to the cashback percentage (%) within the live Carrot Offer at the business to which a particular Loyalty Card relates for one (1) fifteen-minute (15 minutes) time period (a Reward Boost). Where you undertake a Qualifying Transaction within the fifteen-minute (15 minutes) subsequent to Reward Boost activation, the Reward Boost will apply to that Qualifying Transaction and you will receive a higher amount of Carrot Rewards for that Qualifying Transaction than if you had undertaken the same Qualifying Transaction without activating a Reward Boost.

4.24 You may earn Carrot Rewards by entering a unique code given to you by a Partner or another Carrot User when you create a Carrot Account.

5. USE OF PERSONAL DATA

5.1 As part of the Carrot Rewards System you agree to share your personal, financial and geo-position data and information with us in accordance with our Privacy Policy.

5.2 You confirm that you have read and agree to our Privacy Policy.

5.3 You agree that we may collect, and instruct third parties to collect on our behalf, personal and financial information from your financial transactions and the Carrot App relating to your purchases from Partners and from your use of the Carrot App which will include the timing, location and nature of any of the goods and services which are offered by Partners or acquired by you.

5.4 By using the Carrot App you agree that we shall be entitled to collect personal data from your payment card including, but not limited to, transaction amount, currency, date and time, identity of the Partner, card ID, the nature of the purchase, the description of each transaction, and the method of payment (e.g. contactless; chip and pin), and location information, all relating to all of your purchases of goods and services, as relating to the Carrot Rewards System, in accordance with our Privacy Policy.

5.5 We will publish information concerning our Privacy Policy from time to time on the Carrot Website.

5.6 Subject to Clauses 5.3 and 5.4 we use the personal information that we collect to:

  (a) reconcile financial and financial transaction information, which relate to your interactions with Partners, with Carrot Offers to identify Qualifying Transactions and Qualifying Transactions (Loyalty) in order to calculate the Carrot Rewards and Loyalty Points to which you are entitled;

  (b) direct the USD equivalent of redeemed Carrot Rewards to your nominated bank account;

  (c) generate marketing information which may be provided to and used by Partners directly or via the Carrot App to provide personalised offers to you, including Carrot Offers;

  (d) generate aggregated marketing data to inform the development, promotion and sale by Partners of products and services and the development of the Carrot Rewards System; and

  (e) to share with Partners data and information which enables them to understand the performance and impact of the Carrot Rewards System and what specific offers or rewards, including Carrot Offers, are effective at driving key metrics and fundamentals relating to their business performance and you how Carrot Users are interacting with their Carrot Offers.

5.7 We do not store your payment card details and we therefore cannot process card payments on your behalf.

5.8 We do not sell your personal data to advertisers neither will we be sharing any information that directly identifies you (such as your name, email address or other contact information) with advertisers unless you give us specific permission to do so.

5.9 We require each Partner and third parties from whom we receive information to have lawful rights to collect, use and share your data before providing us with any data.

6. SECURITY OF YOUR ACCOUNT

6.1 You are the only authorized user of your Carrot Account. You must not let anyone use your Carrot Account.

6.2 Access will be provided to your Carrot Account when the user credentials (e.g. password, biometrics, or code) ( “User Credentials”) that you have previously created are entered. We are entitled to rely upon the entry of your User Credentials for the purpose of recognising and accepting that such User Credentials are entered by you as the person authorized to access your Carrot Account.

6.3 You are responsible for all use made of your Carrot Account using your User Credentials.

6.4 If you have any concern that your Carrot Account may have been compromised you must notify us immediately by emailing support@meetcarrot.xyz stating the reason why you have such a concern.

6.5 You must use all available security features including multifactor authentication (MFA), when available.

6.6 You are responsible for keeping your devices’ passwords, security measures and personal credentials up to date and confidential.

6.7 Carrot is not liable for any misuse of your Carrot Account.

6.8 If we suspect that your Carrot Account has been compromised or suspect an unauthorized transaction or use, we may communicate with you via your registered email address or via other secure means agreed between you and us. We may also suspend or block your Carrot Account until we have established communication with you, verified your identity, and mitigated internal security risks.

7. TERMINATION, SUSPENSION, ALTERATION

7.1 We reserve the right:

  (a) to alter or replace your user credentials, or require you to do so, at any time. We may suspend access to your Carrot Account at any time;

  (b) to terminate your Carrot Account at our discretion any time without notice; and

  (c) to withhold Carrot Rewards, Loyalty Points, and all other forms of value displayed on the Carrot App in accordance with Clause 4.10 herein, at any time at our discretion.

8. USE OF YOUR PERSONAL AND FINANCIAL INFORMATION

8.1 We will not charge you for the use of Carrot Services, unless and until you elect to upgrade to any paid features or services.

8.2 Third parties may charge you for products and services sold to you that are associated with Carrot Offers or otherwise make use of Carrot Services.

8.3 Partners and other third parties may pay us fees and other amounts in connection with the services we provide to them.

8.4 To use your Carrot Account, you will need to link at least one (1) payment card via the Carrot App.

8.5 The link to your payment card is provided by our third-party data service provider, Plaid Inc., whose registered office is 1098 Harrison St, San Francisco, CA 94103 (“Plaid”). Plaid is Payment Card Industry Data Security Standard (PCI DSS) Level 1 compliant. Plaid uses a proprietary tokenization system and does not store any card numbers. All Plaid application programming interface (API) requests use TLSv1.2 with end-to-end encryption. We may replace Plaid with any other data service provider as we may choose from time to time.

8.6 Your Carrot Account, the Carrot App, the Partner Portal, and all other Carrot Services are operated by us, but we have no responsibility for:

  (a) the issuance, acceptance, or operation of your payment card(s) or the making of payments;

  (b) Partner stores, websites, their goods and/or services or the operation of any account you hold with them; or

  (c) loyalty or rewards schemes and/or promotional offers in relation to the goods and services offered by Partners which are not operated or controlled by us under which you may be eligible to earn “rewards” (for example, free gifts, money off, multi-buy discounts, 'loyalty' points, stamps and similar campaigns).

8.7 Partners alone are responsible for the goods and/or services and any related product/service description, sale, supply, delivery, customer enquiry, after-sale care or complaint and for any offers as to those goods and services and the terms and conditions associated with them.

8.8 Your participation in the Carrot Rewards System may be subject to additional terms and conditions between you and a Partner.

8.9 Carrot Services enable you to earn and receive Carrot Rewards and Loyalty Points and other Carrot benefits. We do not provide any payment services, nor do we hold any monies on your account or on your behalf.

9. THE CARROT REWARDS SYSTEM

9.1 By downloading the Carrot App you agree to participate in the Carrot Rewards System.

9.2 When you enter transactions with Partners you may earn Carrot Rewards, Loyalty Points, and other Carrot benefits.

9.3 We may publish additional guidelines, rules, and limitations in respect of the/any Carrot Rewards System.

10. FEEDBACK, DISPUTES AND INFORMATION

10.1 You agree that we are free to use any feedback, comments, suggestions, information or ideas contained in any communication you may send to us without compensation, acknowledgement or payment to you for any purpose whatsoever ( including, but not limited to, developing, manufacturing and marketing goods and services and creating, modifying or improving your Carrot Account, Carrot Services, the Carrot App, the Partner Portal or other goods, products or services). For the avoidance of doubt, all such comments, suggestions, information, or ideas will be non-confidential and non-proprietary.

10.2 We do not have any authority or influence in resolving any dispute you may have with any Partner and you agree not to involve us in any such dispute. However, if, without being under any obligation to do so, we do intervene to help resolve a dispute relating to a transaction between you and a Partner or make a goodwill gesture (for example, issuing a refund), we do this on behalf of the relevant Partner and it does not affect or widen our limited role.

11. GENERAL

11.1 You may not transfer or assign any or all of your rights or obligations under any of these terms.

11.2 If we fail to enforce any of our rights, that does not result in a waiver of that/those right(s).

11.3 If any provision of these terms is found to be unenforceable, where that unenforceability is only as to part of a term or terms, the other parts of that term or those terms will be enforced to its or their fullest extent and, in all cases, all other provisions shall remain unaffected.

11.4 These terms may not be varied except with our express written consent.

11.5 These terms and any document expressly referred to in them represent the entire agreement between you and us in relation to the subject matter of any of these terms. We are required by law to advise you that the contract formed on these terms may be concluded in the English language only and that no public filing requirements apply.

11.6 Upon request, we will provide you with a copy of these terms or any part of the information contained within them. You can download these terms from our website at any time.

11.7 No third party has the right to enforce any of these terms under the Contracts (Rights of Third Parties) Act 1999, except as otherwise provided in these terms.

11.8 These terms shall be governed by U.S. law.

11.9 You agree that any dispute between you and us regarding these terms or any of Carrot Services or your Carrot Account will only be dealt with by Washington courts.

12. THE MERCHANT AGREEMENT

The following sets forth the terms and conditions on which Carrot agrees to provide, to Merchant, also known as "Advertiser" or "Business", their proprietary advertising platform and service, through which it develops and implements digital cashback advertising campaigns (the “Services”) to incentivize Advertiser’s current or prospective consumer base (the “Consumers”) through electronic rebates (each, an “Offer” or “Reward”), also known as "Carrot Offers" or "Carrot Rewards", to be earned by Consumers (collectively, the “Campaign”).

These Terms and Conditions are incorporated by reference into an Enrollment Agreement to which these Terms and Conditions are attached (collectively, the “Agreement”). In exchange for the covenants and promises herein, which the Parties agree are sufficient consideration, the Parties agree as follows:

SERVICES

12.1 Definitions

All capitalized terms used in these Terms shall have the meanings set forth below:

Accelerated Damages means, in the event of a Bad Faith Breach by the Merchant, the sum of (i) all unpaid Offer Reimbursements, (ii) the Early Termination Fee for the remainder of the Term, (iii) any Dispute Fees, collection costs, and attorneys’ fees, and (iv) liquidated damages in the amount of Seven Thousand Five Hundred Dollars ($7,500). The Merchant agrees that this amount is a reasonable estimate of Carrot’s damages and is not a penalty.

Activation means the act of an offer being triggered or made available to a consumer within the Carrot Network, regardless of the specific user interface action (including, without limitation, clicking, viewing, swiping, or automatic activation).

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with Carrot, including any successor entity, acquirer, or rebranded company.

Arbitration means the mandatory binding arbitration process that the parties agree to use instead of going to court for any disputes arising under this Agreement.

Authorized Representative means any individual who accepts or signs the Enrollment Agreement on behalf of the Merchant. The Merchant represents and warrants that the person accepting the Enrollment Agreement has full actual and apparent authority to bind the Merchant, and the Merchant waives any right to challenge the validity of the Agreement based on lack of authority of the signatory.

Bad Faith Breach means any act or omission by the Merchant, including without limitation, the improper disputing of valid Offer Reimbursements, refusal to pay amounts owed, blocking Carrot’s ability to charge the Payment Method, or any other intentional attempt to avoid or evade its obligations under this Agreement.

Campaign means the Merchant’s participation in Carrot’s cashback program as described in the Enrollment Agreement and governed by these Terms.

Carrot Determination means any determination made by Carrot, in its sole discretion, regarding whether a transaction qualifies as a Qualifying Transaction, the calculation of any Offer Amount, or any other matter relating to the operation of the program. All Carrot Determinations shall be final and binding on the Merchant, except in cases where Carrot determines in its sole discretion that a transaction was incorrectly attributed to the Merchant, in which case Carrot may, in its sole discretion, issue a statement credit.

Carrot Network means the collective ecosystem through which Carrot distributes offers, including the Carrot App, website, and any partners, banks, financial institutions, or fintech companies with whom Carrot has a relationship to present or activate offers.

Chargeback means any dispute, reversal, or chargeback initiated by the Merchant or its bank against any charge made by Carrot to the Merchant’s Payment Method.

Class Action Waiver means the Merchant’s agreement not to participate in any class action lawsuit or representative action against Carrot.

Dispute Fees means any fees or charges imposed on Carrot by its payment processor, bank, or financial institution as a result of a chargeback, dispute, or reversal initiated by the Merchant.

Early Termination Fee means a fee equal to the Monthly Commitment Amount multiplied by the number of months remaining in the then-current Term, which Carrot may, in its sole discretion, elect to charge the Merchant upon early termination of this Agreement.

Effective Date means the date the Merchant executes or electronically accepts the Enrollment Agreement, or the date the Merchant’s first cashback offer goes live on the Carrot Network, whichever is later.

Enrollment Agreement means the individualized Carrot Merchant Enrollment Agreement executed (or electronically accepted) by the Merchant, which identifies the specific products and services being purchased (including Snapshot and/or the cashback program), the applicable Offer Parameters, pricing, and other commercial terms, and incorporates these Terms by reference.

Force Majeure means any event beyond Carrot’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, power failures, internet disruptions, or labor disputes.

Including Without Limitation means that the use of the word “including” or “include” shall not be construed as limiting the generality of the preceding words.

Location means the specific physical business location identified in the Enrollment Agreement, regardless of the legal entity that owns or operates it.

Merchant means the business entity or individual identified in the Enrollment Agreement, including any DBA, trade name, or Google listing name associated with the location, and any successor, assignee, or subsequent owner of the business operating at that location.

Merchant Dashboard means the online portal provided by Carrot that allows Merchants to view their Weekly Statements, Qualifying Transaction details, and campaign performance.

Merchant License means the non-exclusive, royalty-free, irrevocable, worldwide license granted by the Merchant to Carrot and its partners to use, reproduce, display, modify, adapt, and distribute the Merchant Materials for the purpose of promoting the Merchant’s business, operating the Snapshot product, presenting offers through the Carrot Network, and fulfilling Carrot’s obligations under this Agreement. The Merchant represents that it has all necessary rights to grant this license and waives any claims related to Carrot’s use of publicly available Merchant Materials.

Merchant Materials means any and all names, logos, trademarks, service marks, photographs, images, descriptions, location data, and other materials relating to the Merchant that are publicly available or provided to Carrot, whether by the Merchant or obtained by Carrot from third-party sources.

Monthly Commitment Amount means the amount used to calculate the Early Termination Fee, which shall be the greater of (i) $200 per month, or (ii) the average monthly Offer Reimbursement over the preceding three (3) months, or such other amount as may be specified in the Enrollment Agreement.

Offer Amount means the total amount the Merchant is required to pay Carrot for each Qualifying Transaction, as determined by Carrot in its sole discretion.

Offer Parameters means the limits and restrictions specified by the Merchant in the Enrollment Agreement, including without limitation a maximum cashback rate, maximum savings amount per transaction, minimum spend amount, customer acquisition limit, and use-again period. Carrot shall have the right, in its sole discretion, to create, modify, and deliver dynamic offers to consumers within the bounds of the Offer Parameters. All offers shall be considered dynamic unless the Enrollment Agreement expressly states that a static offer will apply.

Offer Reimbursement means the total aggregate amount owed by the Merchant for all Qualifying Transactions during a given period.

Payment Authorization means the Merchant’s express authorization for Carrot to charge the Merchant’s Payment Method for all Offer Reimbursements, Early Termination Fees, Dispute Fees, and any other amounts owed under this Agreement on a recurring basis.

Payment Method means any valid credit card, debit card, ACH authorization, or other payment method provided by the Merchant to Carrot, or otherwise associated with the Merchant’s account, which Carrot is authorized to charge for all amounts owed under this Agreement.

Qualifying Transaction means a purchase of goods or services from the Merchant, whether made in person or online, using a payment card associated with the Carrot Network, that occurs after an offer has been activated and that Carrot determines, in its sole discretion, satisfies the applicable Offer Parameters.

Ramp-Down Period means the period following termination or suspension of a Campaign during which the Merchant remains responsible for paying Offer Reimbursements for Qualifying Transactions resulting from offers activated prior to the termination or suspension date.

Recurring Charges means the automatic charges to the Merchant’s Payment Method for Offer Reimbursements as they are incurred, typically processed on a weekly basis.

Reconciliation means the process by which the Merchant reviews transaction details provided in the Weekly Statement to verify Qualifying Transactions.

Reward Amount means the cashback amount that Carrot pays or credits to the consumer from the Offer Amount.

Snapshot means Carrot’s neighborhood marketing product, which may be provided in printed physical form, digital form, or both, featuring participating Merchants with business information, photography, category designation, and a QR code linking to a digital profile page.

Sole Discretion means Carrot’s absolute right to make any determination, decision, or election under this Agreement, without any obligation to act reasonably, provide justification, or obtain the Merchant’s consent.

Successor means any subsequent owner, purchaser, or operator of the business or Location, whether through sale, transfer, assignment, or any other means. Any Successor shall be bound by the terms of this Agreement.

Term means an initial period of twelve (12) months from the Effective Date, which shall automatically renew for successive twelve (12) month periods unless the Merchant provides written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current Term.

Weekly Billing Cycle means the seven-day period used by Carrot to aggregate Qualifying Transactions and generate Weekly Statements, typically running from Friday to the following Thursday.

Weekly Statement means the weekly report and invoice issued by Carrot to the Merchant detailing all Qualifying Transactions attributed to the Merchant during the applicable period, the corresponding Offer Reimbursements owed, and any other charges.

12.2 The Program

Carrot operates a performance-based customer acquisition program that enables Merchants to offer cashback incentives to consumers through the Carrot Network. Carrot shall have the right, in its sole discretion, to determine how and where offers are distributed and activated within the Carrot Network. Subject to the Offer Parameters agreed to in the Enrollment Agreement, Carrot shall have sole discretion to determine the timing, value, and activation methods of all offers presented to consumers within the Carrot Network.

12.3 Qualifying Transactions & Determinations

12.3.1 Carrot Determinations.

Carrot and its network partners shall determine whether a transaction qualifies as a Qualifying Transaction. All Carrot Determinations shall be final and binding on the Merchant. The Merchant shall have no right to dispute, chargeback, or seek a refund for any Qualifying Transaction, except in cases where Carrot, in its sole discretion, determines that an error was made.

12.3.2 Transaction Matching and Merchant Cooperation.

Carrot determines Qualifying Transactions using a combination of statement descriptors, transaction location, address, zip code, Merchant ID (MID), and other available data points. The Merchant agrees to provide accurate and current information necessary for proper transaction matching, including its statement descriptor and MID. The Merchant shall promptly notify Carrot in writing of any changes to its statement descriptor, MID, or other relevant information. If Carrot is unable to reliably match transactions due to inaccurate or outdated information, Carrot may request the Merchant’s reasonable cooperation, including authorizing test transactions. The Merchant agrees to provide such cooperation in a timely manner.

12.3.3 Transaction Reporting and Timing.

The Merchant acknowledges that transaction data is dependent on reporting from financial institutions, network partners, and consumers. Carrot makes no representations or guarantees regarding the timing of when transactions will be reported or become available. Qualifying Transactions may be reported and billed significantly after the original purchase date, including up to ninety (90) days later or longer. The Merchant agrees to pay for all Qualifying Transactions when they are reported, regardless of how much time has passed since the original transaction date.

12.3.4 Activation and Liability.

An offer shall be deemed activated when it is triggered or made available to a consumer within the Carrot Network, regardless of the method of activation (including, without limitation, by click, view, swipe, or automatic activation). Upon Activation of an offer, the Merchant shall be fully responsible for the Offer Amount for any resulting Qualifying Transaction, regardless of whether the offer was activated through the Carrot App or through any third-party partner or channel within the Carrot Network.

12.4 Offer Parameters and Merchant Limits

The Merchant shall specify its desired Offer Parameters in the Enrollment Agreement, including maximum cashback rate, maximum savings amount, minimum spend, customer limits, and use-again period. Carrot may vary offers dynamically within these parameters. If the Merchant fails to specify any Offer Parameters, or sets any parameter to zero, “none,” or leaves it blank, Carrot shall have full discretion to determine all aspects of the Offer with no restrictions. All offers shall be considered dynamic unless the Enrollment Agreement expressly states that a static offer will apply.

12.5 Billing and Payment Terms

12.5.1 Offer Amounts and Payment Obligations.

The Merchant shall be obligated to pay the Offer Amount for each Qualifying Transaction. The Offer Amount shall be determined by Carrot in its sole discretion and shall include both the Reward Amount paid or credited to the consumer and any platform fees or other fees retained by Carrot or its partners.

The Merchant acknowledges and agrees that it is financially responsible for the full Offer Amount for every Qualifying Transaction attributed to its Location, regardless of whether the offer was activated within the Carrot App or through any third-party partner within the Carrot Network.

All payments are non-refundable except in cases where Carrot, in its sole discretion, determines that a transaction was erroneously attributed to the Merchant, in which case Carrot may issue a statement credit.

12.5.2 Reconciliation.

Carrot shall provide the Merchant with access to transaction details and Weekly Statements through the Merchant Dashboard. The Merchant is responsible for reviewing such information and reconciling Qualifying Transactions against its own records in a timely manner. The Merchant’s failure to review, reconcile, or object to any Weekly Statement or Qualifying Transaction within a reasonable time shall not relieve the Merchant of its obligation to pay the applicable Offer Amount. All payments shall remain due and payable in accordance with this Agreement regardless of whether the Merchant has completed its reconciliation process.

12.5.3 Payment Methods, Authorization, and Processing Fees.

The Merchant authorizes Carrot to charge any Payment Method on file or otherwise associated with the Merchant’s account for all amounts due under this Agreement. Carrot may first attempt to charge the Merchant’s default or primary Payment Method. If such charge is declined or unsuccessful after reasonable retry attempts, Carrot may, in its sole discretion, attempt to charge any other Payment Methods on file or associated with the Merchant’s account.

ACH is Carrot’s preferred payment method and is provided at no additional cost to the Merchant. If the Merchant elects to pay by credit or debit card, the Merchant shall be responsible for all applicable credit card processing fees charged by Carrot’s payment processor. These fees will be added to the amount charged and will be clearly disclosed in the Merchant Dashboard. The Merchant authorizes Carrot to charge these processing fees in addition to the Offer Reimbursements owed.

12.5.4 Weekly Billing and Payment.

Carrot shall issue a Weekly Statement detailing all Qualifying Transactions and the total Offer Reimbursements owed. Payment is due immediately upon issuance of each Weekly Statement. The Merchant remains liable for all Offer Reimbursements incurred regardless of payment method.

12.5.5 Late Fees.

Any amounts not paid when due shall accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is less. The Merchant shall also be responsible for all costs of collection, including reasonable attorneys’ fees and collection agency fees.

12.5.6 Taxes.

The Merchant is responsible for the payment of all applicable taxes, duties, or charges. The Offer Amount and reimbursement calculations are based on the full transaction amount, including tax and tip. Carrot has no visibility into individual items purchased or how a tab is split, and the Merchant shall remain responsible for all taxes due on the full sale.

12.6 Term and Renewal

The initial Term of this Agreement shall be twelve (12) months from the Effective Date. Thereafter, the Agreement shall automatically renew for successive twelve (12) month periods unless the Merchant provides written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current Term.

12.7 Termination and Early Termination Fee

12.7.1 Early Termination Fee.

In the event the Merchant terminates this Agreement prior to the end of the then-current Term for any reason other than Carrot’s uncured material breach, Carrot may, in its sole discretion, charge the Merchant an Early Termination Fee equal to the Monthly Commitment Amount multiplied by the number of months remaining in the then-current Term.

12.7.2 Winddown Discussion.

Upon receipt of notice of early termination from the Merchant, Carrot may, in its sole discretion, request a discussion with the Merchant prior to finalizing termination. The purpose of such discussion may include understanding the Merchant’s experience with the program, addressing any concerns, and exploring potential solutions. Participation in any such discussion shall be voluntary and shall not delay, suspend, or otherwise affect the Merchant’s termination obligations or Carrot’s rights under this Agreement, including Carrot’s right to assess an Early Termination Fee.

12.8 Effect of Termination

Upon any termination or expiration of this Agreement for any reason, the Merchant shall remain fully responsible for all Qualifying Transactions that occurred on or prior to the termination or expiration date, regardless of when such transactions are reported or billed to the Merchant. The Merchant acknowledges and agrees that due to data reporting lags and reconciliation requirements from network partners, Qualifying Transactions may be reported up to ninety (90) days after the termination date. The Merchant shall pay all such post-termination invoices in full.

12.9 Ramp-Down Period

Upon Termination or Suspension of the Campaign, the Merchant acknowledges and agrees that although Carrot has ceased the campaign, Redemptions can still occur due to certain Cardholders who may have previously activated the reward before the campaign was ended, and by law, the Merchant is financially responsible for all redemptions that occur during this “Ramp-Down Period”. Once all activated offers are either redeemed or “timed-out”, the Merchant will cease to be responsible for any further redemptions. The standard “Ramp-Down Period” is 30 days from the Termination or Suspension Date (for previously activated offers only; no new offers will be activated and redeemed).

12.10 Bad Faith Breach and Accelerated Damages

12.10.1 Bad Faith Breach and Accelerated Damages

The Merchant acknowledges that its payment obligations under this Agreement are material. In the event the Merchant commits a Bad Faith Breach, Carrot shall be entitled to assess Accelerated Damages against the Merchant. Accelerated Damages shall consist of (i) all unpaid Offer Reimbursements, (ii) the Early Termination Fee for the remainder of the then-current Term, (iii) any Dispute Fees, collection costs, and reasonable attorneys’ fees incurred by Carrot, and (iv) liquidated damages in the amount of Seven Thousand Five Hundred Dollars ($7,500). The Merchant agrees that this liquidated damages amount is a reasonable estimate of the damages Carrot would suffer as a result of such Bad Faith Breach and is not a penalty.

12.10.2 Erroneous Disputes and Chargebacks

If the Merchant disputes, initiates a chargeback, or otherwise seeks to reverse any charge made by Carrot that was validly due under this Agreement, the Merchant shall remain fully responsible for the original amount charged, plus any Dispute Fees imposed on Carrot by its payment processor, bank, or financial institution, plus any other reasonable costs incurred by Carrot as a result of such dispute. Erroneous, repeated, or bad faith disputes by the Merchant may constitute a Bad Faith Breach under this Agreement and may result in the assessment of Accelerated Damages.

12.11 Data Use and License

The Merchant grants Carrot a perpetual, royalty-free license to access, collect, use, analyze, and process all transaction data related to Qualifying Transactions. Carrot may use this data to operate the program, provide performance insights, create aggregate or anonymized data, and for marketing or case studies.

12.12 Intellectual Property and License

The Merchant grants Carrot and its partners a non-exclusive, royalty-free, worldwide, irrevocable license to use, reproduce, display, and distribute the Merchant Materials in connection with operating the Carrot Network, promoting the Merchant’s business, and fulfilling Carrot’s obligations under this Agreement. This license includes the right to use any publicly available information about the Merchant, including business name, location, photographs, and descriptions obtained from third-party sources. The Merchant represents and warrants that it has all necessary rights to grant the above license and waives any claims against Carrot relating to Carrot’s use of publicly available Merchant Materials.

12.13 Marketing and Promotional Rights

The Merchant grants Carrot a non-exclusive, royalty-free license to use the Merchant’s name, logo, trademarks, and service marks to promote the Merchant’s business and offers. This includes the right to publicly state that the Merchant is a customer of Carrot, to feature the Merchant in marketing materials, case studies, and to promote the Merchant’s offers across any channels, including social media.

12.14 Merchant Representations and Warranties

The Merchant represents and warrants to Carrot that: (a) it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; (b) the individual accepting this Agreement is duly authorized to bind the Merchant to these Terms; (c) its execution and performance of this Agreement will not violate any other agreement to which it is a party; and (d) all information provided to Carrot is true, accurate, and complete in all material respects. Any breach of these representations shall constitute a Bad Faith Breach under this Agreement.

12.15 Limitation of Liability

IN NO EVENT SHALL CARROT BE LIABLE TO THE MERCHANT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS, EVEN IF CARROT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CARROT’S TOTAL LIABILITY TO THE MERCHANT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY THE MERCHANT TO CARROT IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

12.16 Indemnification

The Merchant agrees to indemnify, defend, and hold harmless Carrot, its officers, directors, employees, and partners from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) the Merchant’s breach of this Agreement, (ii) any dispute between the Merchant and its customers, or (iii) the Merchant’s business operations.

12.17 Customer Communications

The Merchant acknowledges and agrees that Carrot and its network partners shall have the sole and exclusive right to communicate with consumers regarding any Carrot Offer, including the terms, redemption process, and customer support. The Merchant shall not contact any consumer about a Carrot Offer, redemption, or related cashback for any reason. The Merchant further agrees not to disparage Carrot or the program to any third party.

12.18 Statement Credits

The Merchant acknowledges that cashback rewards may be fulfilled as a statement credit, points, gift card, in-store credit, or any other form of value. Regardless of how the reward is delivered to the consumer, the Merchant remains fully responsible for paying Carrot the full Offer Amount for each Qualifying Transaction.

12.19 Merchant Dashboard

Carrot will provide the Merchant with access to a Merchant Dashboard where it can view transaction details, Weekly Statements, and manage users. The Merchant may add additional users to the Dashboard as needed.

12.20 No Volume Guarantee

Carrot makes no guarantee regarding the number or volume of customers or Qualifying Transactions the Merchant will receive. The program is performance-based. While Carrot will use reasonable efforts to honor the Merchant’s stated customer limits, the Merchant acknowledges that due to reporting delays, slight overages may occur. The Merchant agrees to honor and pay for all Qualifying Transactions, including reasonable overages.

12.21 Dispute Resolution

12.21.1 Negotiation.

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach thereof, the parties shall first attempt in good faith to resolve the dispute through informal discussions. Either party may initiate such discussions by providing written notice to the other party describing the nature of the dispute. The parties shall have thirty (30) days from the date of such notice to attempt to resolve the dispute amicably.

12.21.2 Collections.

If the dispute remains unresolved after the thirty (30) day negotiation period, Carrot may, in its sole discretion, refer the matter to a third-party collections agency. The Merchant shall be responsible for all collection fees, costs, and expenses incurred by Carrot in connection with such referral.

12.21.3 Binding Arbitration.

If the dispute remains unresolved following the collections process, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The place of arbitration shall be Spokane County, Washington. The arbitration shall be conducted in English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

12.21.4 Costs and Fees.

The Merchant shall be solely responsible for all costs and expenses of the arbitration, including without limitation the arbitrator’s fees, administrative fees, and reasonable attorneys’ fees and costs incurred by Carrot in connection with the arbitration, regardless of the outcome of the arbitration.

12.21.5 Class Action Waiver.

The Merchant agrees that any dispute arising under this Agreement shall be resolved on an individual basis only. The Merchant hereby waives any right to participate in any class action, collective action, representative action, or any other proceeding in which any party acts or proposes to act in a representative capacity. The Merchant further agrees that no arbitration or proceeding under this Agreement shall be joined, consolidated, or combined with any other arbitration or proceeding.

12.21.6 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

12.22 General Provisions

12.22.1 No Partnership.

Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between the parties. The Merchant and Carrot are independent contractors.

12.22.2 Notices.

Any notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing and shall be sufficiently given if (i) emailed or delivered personally, (ii) mailed by certified or registered mail return receipt requested, postage prepaid, or (iii) sent by overnight guaranteed delivery service, and addressed to the party’s proper address as set forth on the cover page or to such other address or addressee as either party may from time to time designate to the other by written notice. Any such notice or other communication shall be deemed to be given as of the date it is delivered to the recipient.

12.22.3 Entire Agreement.

These Terms, together with the Enrollment Agreement, constitute the entire agreement between the parties.

12.22.4 Conflicting Terms.

In the event of any conflict or inconsistency between the Enrollment Agreement and these Terms, these Terms shall control and prevail.

12.22.5 Modification.

Carrot may update or modify these Terms from time to time in its sole discretion. Carrot will provide notice of any material changes to these Terms by email to the address associated with the Merchant’s account or by posting a notice in the Merchant Dashboard. The Merchant’s continued participation in the Carrot platform or continued use of the services after such notice shall constitute acceptance of the updated Terms. If the Merchant does not agree to any material changes, they may terminate this Agreement in accordance with Section 7 (Termination and Early Termination Fee).

12.22.6 Assignment.

The Merchant may not assign this Agreement without Carrot’s prior written consent. Carrot may assign, transfer, sell, or novate this Agreement, in whole or in part, to any Affiliate, successor entity, or third party (including in connection with a sale, merger, acquisition, or rebranding of Carrot), without the Merchant’s consent and without notice to the Merchant.

12.22.7 Severability.

If any provision is held invalid, the remainder shall continue in full force and effect.

12.22.8 Waiver.

No waiver of any breach shall constitute a waiver of any other breach.

12.22.9 Counterparts and Electronic Signatures.

This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement may also be executed by electronic signature, which shall be considered an original signature for all purposes and shall have the same legal effect as a handwritten signature. The Merchant agrees that its electronic acceptance of the Enrollment Agreement shall be legally binding.

12.22.10 Headings.

The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

12.22.11 No Third-Party Beneficiaries.

This Agreement is made for the benefit of the parties hereto only. No third party shall have any rights or claims under this Agreement.

12.22.12 Force Majeure.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, pandemics, government actions, power failures, internet or telecommunications disruptions, or shortages of transportation, facilities, fuel, energy, labor, or materials. The affected party shall give prompt written notice to the other party and shall use reasonable efforts to mitigate the effects of the force majeure event. If the force majeure event continues for more than ninety (90) days, either party may terminate this Agreement upon written notice to the other party without liability for such termination.

12.22.13 Corporate Changes.

This Agreement shall remain in full force and effect and shall be binding upon the Merchant regardless of any change in Carrot’s name, state of incorporation, corporate form, or structure, including but not limited to any reincorporation, conversion, merger, or reorganization in which Carrot is the surviving or resulting entity. The Merchant agrees that any such change shall not affect Carrot’s rights or obligations under this Agreement, and the Merchant shall continue to perform its obligations hereunder without any additional consent or notice.

12.22.14 Identification of the Merchant and Location.

This Agreement is entered into with respect to the business operating at the Location identified in the Enrollment Agreement. The Merchant agrees that this Agreement shall be binding upon the business operating at such Location regardless of any discrepancy between (i) the name used in the Enrollment Agreement, on Google Maps, in any marketing materials, or otherwise used to identify the business, and (ii) the Merchant’s legal entity name, DBA, or trade name. The Merchant waives any defense or claim based on a difference between the name used to identify the business and its legal entity name.

12.23 Survival

The following provisions of this Agreement shall survive the termination or expiration of this Agreement for any reason: Section 12.5 (Billing and Payment Terms); Section 12.10 (Bad Faith Breach and Accelerated Damages); Section 12.11 (Data Use and License); Section 12.12 (Intellectual Property and License); Section 12.13 (Marketing and Promotional Rights); Section 12.15 (Limitation of Liability); Section 12.16 (Indemnification); Section 12.17 (Customer Communications); Section 12.18 (Statement Credits); Section 12.21 (Dispute Resolution); and Section 12.22 (General Provisions). In addition, any other provisions of this Agreement that by their nature should reasonably survive termination or expiration shall also survive.

These Terms were last updated on June, 2024.