Terms and Conditions

Effective Date: August 20, 2025

Welcome to Carrot, offered by Carrot Fertility, Inc. (“Carrot”, “we”, or “us”). These Terms of Service (this “Agreement”) explain the terms by which you may use our online and/or mobile services, including the Carrot platform (the “Platform”), debit-like card (“Carrot Card®”), website, and software provided with the service (collectively, the “Service”). By accessing or using the Service, or by selecting a button or box marked “I Agree” (or similar), you confirm that you have read, understood, and agree to be bound by this Agreement and our Privacy Notice. This Agreement applies to all visitors, users, and individuals who access or use the Service (“Users”).   If you do not agree to this Agreement, you may not use the Service.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING OUR SERVICE, INCLUDING SECTION 9 WHICH REQUIRES YOU AND CARROT TO ARBITRATE DISPUTES AND LIMITS THE AVAILABILITY OF A JURY TRIAL.

1. Our Service

Your Employer (the “employer” or “your employer”) has partnered with us to help make fertility care within the family setting more accessible to you and your spouse. Based on your Employer’s agreement with us and your geographical location, you may be able to use your benefit for eligible reproductive and hormonal care, pregnancy, postpartum support, parenting, adoption, travel, or other fertility-related support services offered by third-party care providers, schedule a consultation with a qualified health or wellness professional, and access a range of articles and videos.

1.1 Eligibility

This Agreement is a contract between you and Carrot. Use of or access to the Service by anyone under 18 is strictly prohibited and violates this Agreement.

Your Employer is not a party to this Agreement. To create a User Account (each a “User Account”), your Employer must have entered into a written agreement with Carrot (an “Employer Agreement”). You understand that your ability to use the Service depends on (1) your Employer’s determination of who is eligible to receive the Service; (2) the Employer Agreement remaining effective, and (3) the Employer’s compliance with the Employer Agreement. If at any time your employer changes your eligibility status, violates certain terms of the Employer Agreement, or the Employer Agreement expires or is terminated, your access to the Service may be suspended or terminated as a result.

1.2 Limited License

If you comply with this Agreement, Carrot grants you a limited license to use the Service for your personal, noncommercial use as permitted by the Service’s features. Carrot reserves all rights not expressly granted in this Agreement regarding the Service and the Carrot Content.

1.3 User Account and Conduct

Each User must have their own User Account. A separate login may only be used when a User has granted Carrot permission to do so. When creating your User Account, you must provide accurate and complete information and keep this information up to date. Carrot relies on this information to provide the Service and does not independently verify the information you provide. If you provide incorrect information, your ability to receive the Service, including reimbursement processing, may be affected. Carrot is not responsible for any incorrect information that you provide.

You are responsible for all activity that occurs under your User Account, whether authorized by you or not, and you must keep your password secure. You must notify Carrot immediately of any security breach or unauthorized use of your User Account. You may manage your User profile and how you interact with the Service by adjusting your settings in your User Account.

Abusive, threatening, or inappropriate behavior toward Carrot representatives is not permitted. If you violate this provision, your access to the Service may be suspended temporarily or removed permanently.

1.4 Reimbursements

As part of the Service, you may submit requests for reimbursements from your Employer for certain eligible expenses.  Eligible expense types, reimbursement limits, and other related parameters may change over time.  Unless Carrot is unable to facilitate a reimbursement payment, approved reimbursement requests submitted through the Service will be paid to you by or on behalf of your Employer in accordance with your Employer’s instructions.  Carrot may withhold a reimbursement payment if we determine that the expense is not eligible. 

You appoint Carrot as your limited agent to receive reimbursement funds from your Employer on your behalf and to send those funds to you.  You agree that when Carrot receives reimbursement funds from your Employer, the funds are considered received by you. You also agree that you will have no recourse against your Employer if Carrot does not forward those funds to you.

Carrot can only facilitate a reimbursement payment if: (1) your Employer has authorized Carrot to do so under the Employer Agreement; (2) your Employer provides the required funds; (3) Carrot determines that your submitted expense is eligible; and (4) you have connected your personal bank account as the reimbursement payout account.  Carrot does not guarantee the timing of reimbursements and is not responsible for delays or failures that occur if your Employer stops providing funds. If your Employer does not provide the required funds under its Employer Agreement, your sole recourse is with your Employer, not Carrot.

By submitting a reimbursement request, you agree that: (i) you or your husband/wife will not use the Service to be reimbursed for any expense that has already been reimbursed from another source; (ii) you or your husband/wife will not seek reimbursement from another source for any expense that has already been reimbursed through the Service; (iii) you or your husband/wife will not use the Service to obtain services that are prohibited by law in your country of residence; (iv) if you reside in the United States and your Employer is covering medical expenses as defined in Internal Revenue Code section 213(d) (“Medical Expenses”), you or your husband/wife will not use the Service for reimbursement of those expenses unless you are enrolled in an employer-sponsored medical plan; (v) if you reside in the United States and your Employer is covering Medical Expenses, you or your husband/wife will not use the Service to be reimbursed for any Medical Expense for which you have already received a tax-free distribution from a Health Savings Account (“HSA”) or Flexible Savings Account (“FSA”); (vi) you or your husband/wife will not submit false or fraudulent information; and (vii) you or your husband/wife will keep sufficient documentation, including invoices and receipts, for any reimbursed expense. If you receive a reimbursement in violation of this Agreement, you agree to return that amount to Carrot.

Payments will be made to the personal bank account you designate through the Service. An HSA bank account is not considered a personal bank account and cannot be used as your reimbursement account. You are responsible for providing and maintaining accurate contact, banking, and tax information in your User Account to ensure proper payment. Carrot may withhold payment until you provide required tax information or otherwise confirm that no tax information is required. Your Employer may withhold taxes from your reimbursements. You are responsible for all taxes applicable to your use of the Service.If you have questions about your tax obligations, you should consult a tax professional.

Except for disputes related to reimbursement for Medical Expenses in the United States, if you dispute a denial of a reimbursement claim, you must notify Carrot in writing through your User Account or by email at support@get-carrot.com within thirty (30) days after you receive the reimbursement or, if no reimbursement was issued, within thirty (30) days after you receive notice that your request was denied. If you dispute, in whole or in part, a denial of a claim for reimbursement for Medical Expenses in the United States, you must notify us in writing via your User Account or by email at support@get-carrot.com within one hundred eighty (180) days after receipt of such reimbursement denial or, in the case that no reimbursement has been made, within one hundred eighty (180) days of notice that your request for reimbursement was denied. If you do not notify Carrot within the required time, you waive any claim related to that disputed reimbursement or request. Reimbursement amounts will be determined solely based on Carrot’s assessment of the records you submit. Carrot will not accept any other measurements or statistics as a basis for determining reimbursement. You may not audit records related to this Agreement unless permitted or required by applicable law.

1.5 Carrot Card Usage and Health Savings Account Distributions

As part of the Service, you may be issued a Carrot Card. You may use the Carrot Card only for expenses designated as eligible for you in the Service and provided by an eligible provider as defined by Carrot. By using the Carrot Card, you enter into, and agree to, additional terms and conditions of the Third-Party Servicer and Issuer (as applicable) that govern use of the Carrot Card ("Spend Card Program Agreement" and "Spend Card User Terms") found at https://stripe.com/legal/issuing/commercial-card if Carrot Card is issued through Stripe. Inc. or https://www.airwallex.com/us/terms/cardholder-commercial#cardholder-terms and https://www.airwallex.com/us/terms/spend-management-terms if the Carrot Card is issued through Airwallex US, LLC. Any Carrot Card issued to you is the property of the card issuer (the “Issuer”, currently, Celtic Bank for Stripe, Inc. or Community Federal Savings Bank for Airwallex US, LLC). Your employer, the Issuer, the third-party service provider of Carrot Card account services (the "<strong data-w-id=\"\">Third-Party Servicer", currently, Stripe, Inc. or Airwallex US, LLC.), or Carrot may stop payment, block or offset future payments, or cancel your Carrot Card without prior notice to you for any lawful reason, including if we determine that you violated any provision of this Agreement. You may use the Carrot Card only for expenses designated as eligible for you in the Service and provided by an eligible provider as defined by Carrot. Your use of the Carrot Card to make ineligible purchases is a violation of this Agreement. If a Carrot Card purchase is determined to be ineligible, you agree to repay that amount to Carrot.

Your ability to use the Carrot Card, including to pay for eligible expenses, may be suspended or unavailable if your Employer does not provide sufficient funds under its Employer Agreement. If this occurs, your sole recourse is with your Employer and not with Carrot.

Please note that Carrot is not a party to any agreements you may have with providers. If you cancel services or change providers, your recourse is with the provider, not Carrot. Any refunded amount paid using the Carrot Card must be returned to Carrot. You agree that Carrot is not required to recover any funds you paid using the Carrot Card. Your recourse to recover funds paid using the Carrot Card is with the payee. Carrot does not guarantee that it can stop a payment or recover any funds paid using the Carrot Card.

If you reside in the United States, your Employer covers Medical Expenses, and you use the Carrot Card to pay for those expenses, you agree that: (i) you or your husband/wife will not use the Carrot Card for any Medical Expense that has already been reimbursed; (ii) you or your husband/wife will not seek reimbursement from another health plan for any Medical Expense paid with the Carrot Card; (iii) you or your husband/wife will not use the Carrot Card for any Medical Expense unless you are enrolled in an employer-sponsored medical plan; (iv) you or your husband/wife will not use the Carrot Card for any Medical Expense if you received a tax-free distribution from an HSA or FSA for that expense; and (v) you or your husband/wife will keep sufficient documentation (including invoices and receipts) for any Medical Expense paid for with the Carrot Card.

Carrot Card may not be used to pay for birth or postpartum doula care.

If your Employer requires you to contribute to the cost of any expenses that fall outside the employer-funded Carrot benefit, you agree to reimburse Carrot for any amount you are responsible for if that amount was not deducted by the provider at the time the Carrot Card was used to pay for Services.

Your eligibility to use the Carrot Card ends if you lose eligibility for the Service.

1.6 Payment Correction Procedures

The correction procedures below apply to any improper use of the Carrot Card, any failure to reimburse Carrot for amounts you are responsible for under a cost-share arrangement, or any improper payment or overpayment related to a reimbursement request. In addition, if we determine that improper use of the Carrot Card or payment of a reimbursement is due to your fraud or other intentional misconduct, we will no longer process any future reimbursement requests and may terminate your access to the Service, including the Carrot Card.

• Until any improper payment, overpayment, or other outstanding amount is recovered, Carrot may deactivate the Carrot Card and suspend processing of any requested payments or reimbursements submitted through any method.
• You must repay the amount of any improper payment, overpayment, or expense.
• If you do not repay the full amount of any improper payment, overpayment, or expense, you agree that your Employer may withhold the outstanding amount from your pay or other compensation.
• If any part of an improper payment, overpayment, or expense remains unpaid after recovery attempts, Carrot may reduce the amount of a later reimbursement claim by the outstanding balance. For example, if an improper charge of $200 was made using your Carrot Card and you later submit a valid claim for $250, only $50 will be reimbursed.
• If, after applying the procedures above, any improper payment, overpayment, or expense has not been fully recovered, you acknowledge that your Employer may take additional steps at its discretion to resolve the matter.

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1.7 Changes to the Service

We work constantly to enhance our Service and introduce new features to make it better for you. As a result, Carrot may change the Service, discontinue the Service or certain features, or establish usage limits. Carrot may suspend or terminate your access to the Service at any time if it determines that you have violated this Agreement or as otherwise permitted under its terms. If Carrot takes any of the actions described above, it will notify you as soon as reasonably possible.

1.9 Service Location

The Service is operated and controlled from facilities in the United States. You may not use the Service if you reside in a country embargoed by the United States or if you are a person or entity blocked or denied by the United States government. By using the Service, you confirm that you are not a resident of a country embargoed by the United States and are not a person blocked or denied by the United States government.

1.10 Information and Material You Provide to Us

Some areas of the Service allow you to submit, post, or make available: (i) personally identifiable information about yourself or your husband/wife (“PII”) as described in our Privacy Notice; (ii) materials needed to facilitate your use of the Service, such as invoices, receipts, bank account information, and bank statements (“User Materials”); and (iii) comments, questions, and other content submitted through the Service (collectively, “User Content”).

By providing User Content to us, you represent and warrant that: (a) you have obtained, and are solely responsible for obtaining, all consents and authorizations required by law to submit, post, or otherwise make available any User Content relating to anyone other than yourself, such as your partner or any other individual involved in your care; and (b) your User Content, and our use of that content as described in this Agreement and the Service, will not violate any applicable law or infringe the rights of any person, including intellectual property rights and privacy rights. You also agree to ensure that all User Content you submit, post, or make available is complete, accurate, and truthful when provided, and that you will keep any PII up to date.

1.11 Privacy and Security

Carrot is committed to maintaining User privacy and protecting all personal information. Carrot maintains security protocols designed to safeguard personal information. By accessing or using the Service, you acknowledge that your personal information and aggregated or anonymized data will be collected, used, and disclosed in accordance with the Privacy Notice, and that your personal information will be processed in the United States.  You are responsible for taking appropriate precautions and security measures based on your circumstances and intended use of the Service, including securing your devices, networks, and communications with Carrot.

1.12 Use Restrictions

You agree not to engage in any of the following prohibited activities and understand that doing so may lead to restricted access to the Service, including permanent suspension.

1. Copying, distributing, or disclosing any part of the Service in any medium, including through automated or manual scraping.
2. Using any automated tools or systems, including robots, spiders, or offline readers, to access the Service.
3. Attempting to interfere with or compromise system integrity or security, or attempting to access or interpret transmissions to or from the Service’s servers.
4. Taking any action that imposes, or may impose, an unreasonable or excessive load on the Service infrastructure.
5. Uploading invalid data, malware, or other harmful software through the Service.
6. Collecting or harvesting personal information from the Service.
7. Impersonating any individual or entity, misrepresenting your identity or affiliation, or attempting to conceal your identity.
8. Engaging in or attempting to engage in fraudulent activity, 
9. Interfering with the proper functioning of the Service.
10. Bypassing or attempting to bypass any measures used to protect or restrict access to the Service or its content.

2. Our Proprietary Rights

Except for your User Content, all aspects of the Service and all materials within it, including software, text, images, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and other content (“Carrot Content”), together with all related intellectual property rights, are the exclusive property of Carrot and its licensors. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publish, adapt, edit, or create derivative works from any Carrot Content. Using Carrot Content for any purpose not expressly permitted under this Agreement is prohibited.

You may choose to submit comments or ideas about the Service, and Carrot may also invite you to provide feedback or suggestions (“Ideas”). By submitting an Idea, you agree that the disclosure is voluntary and without restriction, does not obligate Carrot, and may be used or shared by Carrot without compensation or confidentiality.

3. Communications

3a. Email and Text Messaging

If you provide a phone number or email address in your User Account, Carrot may use that information to send Service-related notices, including legally required notices, instead of postal mail. Subject to applicable law, Carrot may also use your phone number and email address to send promotional messages, including information about new features of the Service or Carrot Content.  

You are not required to sign up for SMS or text messages to use the Service, and providing consent for such messages is optional. Participation in SMS or text messaging programs is voluntary. Carrot does not charge for SMS or text messaging, but you are responsible for any fees imposed by your network provider.

You may stop receiving SMS, text messages, or promotional emails at any time by updating your communication preferences in your User Account, clicking the unsubscribe link in relevant emails, or replying “STOP” to any SMS or text message from Carrot. Note that you may not be able to opt out of Service-related communications (e.g., account verification, transactional communications, communications regarding changes/updates to features of the Service, and technical and security notices). For help, reply HELP to any SMS/text message or contact us at support@get-carrot.com.

3b. Direct Mail

If you provide a physical mailing address in your User Account, Carrot may send enrollment materials, welcome packages, or other updates to that address. Unless a notice is legally required to be sent by mail, you may opt out of direct-mail communications by updating your communication preferences in your User Account or by contacting support@get-carrot.com.

4. No Professional Advice

Carrot does not provide legal, medical, tax, or similar advice or representations in connection with your use of the Service. You should obtain guidance from your own professional advisors and should not rely on Carrot for such matters. You should consult qualified legal counsel regarding legal or tax matters and should not use materials or content associated with the Service to determine your legal rights or obligations.

The Service may provide general health and wellness information, a means of interacting with health or wellness professionals, or a means to order permitted supplements, tests, devices, or medications prescribed to you. The Service does not replace your relationship with any healthcare provider, practitioner, or wellness professional, and Carrot does not provide medical advice, care, diagnosis, or treatment. You should consult your doctor before using the Services to support any change to your lifestyle or habits, and you should not disregard or delay seeking professional medical advice or treatment based on information from the Services. Carrot Content should not be considered medical advice or an endorsement, representation, or warranty that any medication, supplement, test, device, or treatment is suitable or effective for you. If you experience a medical emergency, contact emergency services immediately.

5. Third-Party Materials and Interactions with Health or Wellness Professionals and Care Providers or Physicians

The Service may include links to third-party websites, information, materials, products, or services that we do not own or control (“Third-Party Content”). We do not endorse or assume responsibility for any Third-Party Content. If you access Third-Party Content through the Service, you do so at your own risk, and you acknowledge that this Agreement and our Privacy Notice do not apply to such Third-Party Content.

Carrot is not a party to any interaction or transaction between you and any health or wellness professional available through the Service (“Health or Wellness Professional”) or any third-party care, telemedicine, or pharmacy provider whose information is accessible through the Service (“Care Provider”). Any dealings with Health or Wellness Professionals or Care Providers, including eligibility for their services, are solely between you and the applicable provider. Before interacting with or receiving services from any Health or Wellness Professional or Care Provider, you are responsible for conducting any review or assessment you consider necessary. Listing a Health or Wellness Professional or Care Provider on the Service does not constitute a recommendation or endorsement by Carrot and is not intended to verify their credentials, qualifications, or skills. You understand that this Agreement and our Privacy Notice do not govern your interactions with any Health or Wellness Professional or the services you receive from any Care Provider or other third party. They also do not apply to any information, including PII, that you choose to provide to such Health or Wellness Professionals or Care Providers.

While we make reasonable efforts to keep Care Provider information current, we do not guarantee its accuracy or completeness, as it may change based on information received from those providers. Such changes may affect the cost of services you receive from those providers. In addition, descriptions of Care Provider services available through the Service are not offers or solicitations for any product or service. Availability of services may vary by location due to factors such as applicable legal requirements.

Carrot powered by Wheel is operated by Wheel Health (“Vendor”), an independent third-party service provider to Carrot. Neither Carrot nor the Vendor is a medical group, and neither provides medical advice, care, or treatment. The professional medical services are provided by Wheel Medical P.A., and Cloud Health Medical Group, P.A., Cloud Health Medical Group of California, P.C., Cloud Health Medical Group of New Jersey, P.C., and Cloud Health Medical Group of Kansas, P.A. (collectively, the “Medical Groups”) which can be accessed through the use of Carrot powered by Wheel. Medical services are delivered to you by the Medical Groups through the Vendor’s platform. Carrot does not provide medical advice or care, own or operate the Medical Groups, employ or in any way supervise the clinicians providing medical care, and does not have any control over the medical services. All medical services you receive are solely the responsibility of the Medical Groups and their employed providers.

TO THE EXTENT THAT YOU RECEIVE MEDICAL CARE FROM ANOTHER PARTY (INCLUDING ANY PROVIDER OR PHYSICIAN OR MEDICAL GROUPS THAT YOU MAY OBTAIN ACCESS TO THROUGH OUR SERVICES), THAT MEDICAL CARE IS SEPARATE FROM AND UNRELATED TO THE SERVICES PROVIDED BY US. YOUR TREATING PROVIDER IS RESPONSIBLE FOR OBTAINING YOUR INFORMED CONSENT TO ANY MEDICAL DIAGNOSIS, TREATMENT, OR THERAPY IN CONNECTION WITH THAT MEDICAL CARE, INCLUDING WITHOUT LIMITATION, ANY LEGALLY REQUIRED CONSENT TO USE TELEMEDICINE. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT OR THERAPY, DIAGNOSIS, OR ANY OTHER INFORMATION, SERVICES, OR PRODUCTS THAT YOU MAY OBTAIN FROM ANY THIRD PARTIES IN CONNECTION WITH OR AS A RESULT OF USING THE SERVICES.

Any disputes between you and any Health or Wellness Professional, Care Provider or other third party are solely between you and the applicable Health or Wellness Professional, Care Provider or other third party, and you agree that we have no obligation to become involved.

6. Indemnity

You agree to indemnify and hold Carrot harmless from all claims, damages, liabilities, losses, costs, or expenses (including attorney’s fees) arising from: (i) your breach of this Agreement; (ii) misleading, false, or inaccurate User Content submitted through your User Account; (iii) your use of the Service by you or anyone using your User Account; (iv) any dispute between you and any Health or Wellness Professional, Care Provider, or other third party; and (v) any dispute between you and your Employer.

7. No Warranty

The Service is provided on an “AS IS” and “AS AVAILABLE” basis. Use of the Service is at your own risk. To the fullest extent permitted by law, the Service is provided without express or implied warranties, including that (i) it will be available at any specific time or location or operate without interruption or security issues; (ii) defects or errors will be corrected; or (iii) the Service will meet your needs. Carrot Content and other information on the Service are provided for your convenience. No oral or written information you obtain from Carrot or through the Service, including information regarding benefit eligibility or reimbursement, creates any warranty beyond those stated in this Agreement.  Any reliance you place on such information is at your own risk.

Federal law and some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement provides you with specific legal rights, and you may also have other rights that differ from state to state or country to country. The disclaimers and exclusions under this Agreement apply to the fullest extent permissible under applicable law but will not apply to the extent prohibited by applicable law.

8. Limitation of Liability

To the maximum extent allowed by law, Carrot and its affiliates, agents, employees, suppliers, and licensors are not liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including loss of profits, goodwill, data, or other intangible losses, arising from your use or inability to use the Service or Carrot Content.

To the fullest extent permitted by law, Carrot’s total liability to you will not exceed $1,000.00.

This limitation of liability applies regardless of whether the stated liability is based on contract, tort, negligence, strict liability, or any other legal basis, even if we have been informed of the potential for such damage.

Certain jurisdictions do not permit the exclusion or limitation of incidental or consequential damages, and the above limitations or exclusions may not apply to you. This Agreement provides you with specific legal rights, and you may have additional rights depending on your jurisdiction. All disclaimers, exclusions, and limitations of liability in this Agreement apply to the maximum extent permitted by applicable law and do not apply where prohibited.‍

9. Arbitration, Class Waiver, Jury Trial Waiver, Governing Law

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND CARROT TO ARBITRATE DISPUTES AND LIMITS THE AVAILABILITY OF A JURY TRIAL.

9.1 Arbitration.

Both you and Carrot agree to resolve by binding arbitration any claim, dispute, or controversy (whether based in contract, tort, statute, or any other legal theory) arising out of or relating to (i) the Service, your use of the Service, or the information that you provide us in connection with your use of the Service, or (ii) this Agreement, including the validity, interpretation, enforcement, or application of this Agreement (collectively, “Claims”).  Both you and Carrot further agree that the arbitrator will also have the exclusive authority to determine all additional threshold arbitrability issues.

9.2 Class Action Waiver.

‍YOU AND CARROT AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT IN ANY REPRESENTATIVE CAPACITY, INCLUDING A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR ANY OTHER REPRESENTATIVE PROCEEDING WHATSOEVER. Further, unless both you and Carrot agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

9.3 Jury Trial Waiver.

‍YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CARROT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY FOR ANY CLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW.

9.4 Arbitration Procedure.

‍ A party seeking arbitration must first send written notice of the Claim by certified mail, Federal Express, or, if no physical mailing address is available, by email (“Notice“). All Notices to Carrot must be sent by electronic mail to legal@get-carrot.com. You and Carrot agree to use good faith efforts to resolve the Claim, but if the parties do not resolve the Claim within 30 days of the Notice, then either party may commence arbitration.  Any arbitration between you and us will be governed by the American Arbitration Association (“AAA“) Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules“), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting us.  Unless you and Carrot otherwise agree, the arbitration will be conducted in the county where you reside.  If your Claim is under $10,000, Carrot will reimburse your filing fee unless the arbitrator determines the Claim is frivolous or brought for an improper purpose, in which case fees will be determined under the AAA Rules. If your Claim exceeds $10,000, arbitration fees will be allocated according to the AAA Rules.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

9.5 Exceptions.

You and Carrot both agree that nothing in this Agreement will be deemed to waive, preclude, or otherwise limit either of our rights to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, provided that injunctive relief is the sole form of relief sought, or (iv) file suit in a court of law to address intellectual property infringement claims.

9.6 Governing Law and Forum Selection.

‍The parties agree that this Agreement evidences a transaction involving interstate commerce, and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), and AAA Rules will govern interpretation and enforcement of this Arbitration, Class Waiver, Jury Trial Waiver, Governing Law section where applicable.  All other claims, disputes, or controversies will be resolved under the laws of the State of California, without respect to its conflict of laws principles.  For any claims, disputes, or controversies that are not subject to mandatory arbitration under this Section 9, you and Carrot agree that (i) the federal and state courts located in or nearest the county in which you live will be the forum for resolution of the claim, dispute, or controversy, and (ii) litigation of any claim, dispute, or controversy proceeding in court will be stayed pending the outcome of any related individual Claim in arbitration.

9.7 Opt-Out.

You may opt out of the applicability of this Section 9 by providing us a written opt-out notice within 30 days of the date on which you create your User Account.  This written notice must be provided by electronic mail to legal@get-carrot.com.  In order to be effective, this notice must include your full name and clearly indicate your intent to reject this Section 9.‍

10. General

10.1 Assignment.

You may not transfer or assign this Agreement or any rights or licenses under it. Carrot may assign this Agreement without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

10.2 Changes to this Agreement.

We may modify or update this Agreement from time to time. When we change this Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to this Agreement. What constitutes a material change will be determined by Carrot. Your continued use of the Service after any such change constitutes your acceptance of the new terms of service. If you do not agree to current or future terms, you must discontinue use of the Service.

10.3 Entire Agreement/Severability.

‍This Agreement, together with any amendments and any additional agreements you may enter into with us 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.

10.4 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.

10.5 California Residents.

‍The provider or physician of services is: Carrot Fertility, Inc. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

10.6 Survival.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including Section 2 (Our Proprietary Rights), Section 6 (Indemnity), Section 7 (No Warranty), Section 8 (Limitation of Liability), Section 9 (Arbitration, Class Waiver, Jury Trial Waiver, Governing Law) and Section 10 (General).

10.7 Contact.

‍Please contact us at legal@get-carrot.com with any questions regarding this Agreement.