Terms & Conditions

If purchasing the Services directly please ensure you review the subscription terms that can be found in section 9.

Effective Date: October 1, 2026

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 platforms (the “Platform”), debit-like card (“Carrot Card®”), website, and all software provided with the service (collectively, the “Service”). By accessing or using the Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify 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 others who access or use the Service (“Users”).   If you do not agree to the terms of this Agreement, you may not use the Service.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING OUR SERVICE, INCLUDING SECTION 13 WHICH REQUIRES YOU AND CARROT TO ARBITRATE DISPUTES AND LIMITS THE AVAILABILITY OF A JURY TRIAL.

1. Our Service

1.1 Eligibility

This Agreement is a contract between you and us. Any use of or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement.

1.2 Limited License

Provided that you comply with this Agreement, Carrot grants you a limited license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. We reserve all rights not expressly granted herein in the Service and the Carrot Content (as defined below).

1.3 User Account and Conduct

Each User must have their own User Account (or, where a User has given Carrot permission to do so, a separate login to their partner’s User Account) to access the Service. When creating your User Account, you must provide accurate and complete information, and you must keep this information up-to-date.  Carrot relies on this information to provide the Service and does not independently verify the information you give us. If you give us incorrect information, your ability to receive the Service, including processing of reimbursements, may be impacted. Carrot has no liability for any incorrect information that you provide.

Users are responsible for participating in services and maintaining communication with Carrot to support the effective delivery of services. Users are expected to provide accurate and complete information when creating a User Account and to keep this information current. Carrot relies on this information to provide the Service and does not independently verify its accuracy.

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

Any abusive, threatening, or inappropriate behavior directed towards any Carrot representatives will not be tolerated. You agree that violation of this provision may result in temporary suspension or permanent removal of your access to the Service.

1.4 Changes to the Service

We work constantly to improve our Service and develop new features to make our Service better for you. As a result, we may need to change the Service; stop providing the Service or features of the Service to you or to Users generally; or create usage limits for the Service. We may terminate or suspend your access to the Service at any time if in our determination you violate any provision of this Agreement, or as otherwise permitted under this Agreement. If we take any of the actions set out above, we will notify you as soon as possible.

1.5 Service Location

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

1.6 Information and Material You Provide to Us

Some areas of the Service allow you to submit, post, or otherwise make available: (i) personally identifiable information about yourself or your partner (“PII”) as described in more detail in our Privacy Notice; (ii) certain materials required to facilitate your use of the Service, such as invoices, receipts, bank account information, bank statements, and the like (“User Materials”); and (iii) comments, questions, and other content provided through the functionality of the Service (collectively with PII and User Materials, “User Content”).

By providing User Content to us, you represent and warrant to us that: (a) you have obtained, and are solely responsible for obtaining, all consents and authorizations as may be required by law to submit, post, or otherwise make available to us any User Content relating to anyone other than yourself, such as your partner, a gestational surrogate, etc.; and (b) your User Content and our use of that content as contemplated by this Agreement and the Service will not violate any applicable law or infringe anyone else’s rights, including any intellectual property rights and privacy rights. Further, you will ensure that all User Content that you submit, post, or otherwise make available to us is complete, truthful, and accurate when we receive it and, with respect to PII, you will keep such PII up-to-date.

1.7 Privacy and Security

We care about the privacy of our Users and the security of their PII. Carrot maintains security protocols intended to protect such PII. You understand that by accessing or using the Service your PII and aggregated and/or anonymized data will be collected, used, and disclosed as set forth in our Privacy Notice, and that your PII will be collected and processed in the United States.  You are responsible for taking precautions and security measures best suited to your circumstances and intended use of the Service (e.g., security of your devices, your Wi-Fi network, etc.), including to ensure your communications with us are secure.

1.8 Use Restrictions

You agree not to engage in any of the following prohibited activities and understand that doing so may result in restriction of your access to Carrot services, up to and including your permanent suspension from our platform.

  1. copying, distributing, or disclosing any part of the Service in any medium, including by any automated or non-automated “scraping”;
  2. using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Service;
  3. attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
  4. taking any action that imposes, or may impose, an unreasonable or disproportionately large load on our infrastructure;
  5. uploading invalid data, viruses, worms, or other software agents through the Service;
  6. collecting or harvesting any PII from the Service;
  7. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, or hiding or attempting to hide your identity;
  8. conducting or attempting to conduct fraud,
  9. interfering with the proper working of the Service; 
  10. using the Service to develop, market, or benchmark a competing product or service; 
  11. Using the Service in a manner to disparage Carrot; or
  12. bypassing the measures we may use to prevent or restrict access to or use of the Service or the content therein.

1.9 Member Rights

Carrot will provide you with information about our Service. This includes a description of the programs and services we provide, including (where applicable) any provided on behalf of your Employer or other client organization. It also includes information about our staff who support you and the qualifications applicable to each role and any contractual relationships. You may request additional information at any time by contacting support@get-carrot.com.

Participation in Carrot’s programs is voluntary. You may choose not to participate in, or may disenroll from, any Service at any time by contacting us through any available channel, including email or through the Carrot app. Some features of the Service, such as reimbursements or use of the Carrot Card, require active enrollment, and disenrolling may affect your ability to have access to these features. In the event of disenrollment from the Service, the member is responsible for notifying the organization and any treating practitioner(s) involved in their care to ensure records and care plans are updated appropriately.

Carrot will identify the Carrot team member who is primarily responsible for supporting you within the Service. You may request a different point of contact at any time by emailing support@get-carrot.com, and Carrot will accommodate such requests where feasible.

Carrot supports you in making informed health care decisions in partnership with your treating providers, as further described in Section 4. 

The confidentiality of your personally identifiable information (“PII”) and medical information is important to us. You may rely on Carrot to maintain reasonable physical, administrative, and technological safeguards to protect that information; to limit access to those Carrot employees, contractors, and service providers who need it to deliver the Service; and to collect, use, store, and disclose it only as described in our Privacy Notice. Our Privacy Notice describes in detail the categories of information we collect, the categories of recipients with whom we may share it, the safeguards we maintain, and the rights you have with respect to your PII.

Carrot is committed to treating you courteously, respectfully, and professionally, and to providing inclusive support to all Users regardless of age, race, ethnicity, national origin, income, sex, sexual orientation, gender identity or expression, religion, marital or family status, disability, or geography. We aim to provide information about the Service in clear, understandable language; if anything in our communications is unclear, please contact us at support@get-carrot.com.

Carrot is committed to providing individuals with information in clear, understandable language.

Individuals have the right to receive information in a manner they can understand and may request clarification, interpretation or additional assistance at any time by contacting support@get-carrot.com.

1.10 Complaints

In addition to the dispute procedures described in Section 8.2.1  for reimbursement determinations, you may submit a complaint to us at any time about the Service, the conduct of any Carrot representative, or the quality of support you have received. To submit a complaint, including but not limited if your complaint is related to a subscription or product you purchased from Carrot directly) at  support@get-carrot.com or use the in-app messaging feature. We will acknowledge receipt of your complaint within three (3) business days, investigate the substance of the complaint (including any clinical-quality concerns), provide you with a status update at least every five (5) business days while the investigation is open, communicate the outcome to you and use reasonable efforts to resolve the complaint within sixty (60) days. We will triage and address complaints involving urgent or clinically time-sensitive concerns on an expedited basis. This complaint process does not replace, and is in addition to, the reimbursement-dispute process in Section 8.2.1 or any rights you may have under applicable law.

2. Our Proprietary Rights

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

You may choose to or we may invite you to submit comments or ideas about the Service, including about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any obligation, and that we, without any compensation to you, are free to use the Idea and/or to disclose the Idea on a non-confidential basis to anyone.

3. Communications

Carrot Experts are generally available 24 hours a day, 7 days a week, except during U.S. holidays and other periods of limited availability as determined by Carrot. Members may access Carrot’s telephone support number through their Carrot account or contact Carrot Member Support by email at support@get-carrot.com.

3a. Email and Text Messaging

If you provide us with your phone number and/or email address in your User Account, we may use that information to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. In compliance with applicable law, we may also use your phone number and email address to send you promotional messages, such as information about new features of the Service or Carrot Content you may be interested in.  

You do not have to sign up for SMS/text messages in order to use the Service, and your consent to such SMS/text messages is not required. Your participation in this program is completely voluntary. We do not charge for our SMS/text messaging, but you are responsible for all charges and fees associated with SMS/text messaging that may be imposed by your network provider.

You can stop receiving SMS/text message communications and promotional email communications from us at any time with future effect by updating your communications preferences in your User Account, by clicking on the “unsubscribe” link provided in such emails, or by replying “STOP” to any SMS/text message you receive 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 us with your physical mailing address in your User Account, we may use it to mail you an enrollment kit, welcome package, or other announcements or updates via direct mail. Except for notices that we may be required to mail to you by law, you may opt out of direct mail communications from Carrot at any time with future effect by updating your communications preferences in your User Account or contacting us at support@get-carrot.com.‍

Printed Program Materials Available Upon Request. Carrot provides program information electronically through your User Account and program-related communications. If you want to require a printed copy of program information you may request one through your sponsoring employer. The sponsoring employer maintains the mailing and contact information necessary to support the distribution of such materials in connection with the administration of the applicable benefit program.

4. No Professional Advice; No Practice of Medicine

In the event of a medical emergency, you should immediately contact local emergency services or seek emergency medical care.  Never disregard or delay seeking professional medical advice or treatment because of the Service.

Carrot supports you in making informed health care decisions in partnership with your treating providers. In doing so, Carrot may provide educational materials, evidence-based navigation content, and administrative or logistical care coordination, including with healthcare providers.  Carrot may also offer a means to interact with health or wellness professionals, a means to order certain supplements, tests, devices, or medications prescribed to you, 

Carrot does not practice medicine and does not provide medical or health advice, care, diagnosis, clinical services, or treatment recommendations or decisions (collectively, "Medical Care"). Carrot does not direct or supervise the practice of medicine, is not authorized to collaborate with healthcare providers on Medical Care or on identified gaps in care, and does not employ, engage, or control the health care providers who deliver Medical Care to you. 

Using the Service does not create a doctor-patient relationship between you and Carrot and does not replace your relationship with your treating providers. Any information regarding care opportunities or clinical findings communicated to you is for your independent review and action.  You are solely responsible for discussing all clinical matters, including diagnosis, treatment options, and medical decisions, with your treating providers. This includes any treatment options in applicable clinical guidelines that are not eligible for reimbursement under your Employer's Carrot benefit (if any); coverage through the Service does not affect or limit your ability to discuss an option with your provider. None of the Carrot Content should be considered medical advice or an endorsement, representation, or warranty that any particular medication, supplement, test, device, or treatment is safe, appropriate, or effective for you. Please talk to your doctor before using the Service to support any change to your lifestyle or habits.

TO THE EXTENT THAT YOU RECEIVE MEDICAL CARE FROM ANOTHER PARTY (INCLUDING ANY CARE PROVIDER 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.

Further, Carrot is not an insurance provider and does not process payments or engage in any regulated financial activity. Carrot does not provide any legal, tax or similar advice or representations in connection with your use of the Service. You should rely solely upon your own professional advisors and not Carrot for such advice.  You should seek legal counsel regarding any legal and tax issues and should not rely on any materials or content associated with the Service in determining your rights and obligations under law.

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

5.1 General Third-Party Content

The Service may contain links to third-party websites, information, materials, products, or services that are not owned or controlled by us (including the services of Health or Wellness Professionals and/or Care Providers, “Third-Party Content”). We do not endorse or assume any responsibility for any such Third-Party Content. If you access Third-Party Content through the Service, you do so at your own risk, and you understand that this Agreement and our Privacy Notice do not apply to your use of such Third-Party Content.  Where a product or service is sold or fulfilled by a third party, you purchase and pay for it directly from that third party, and that third party's terms govern the transaction, including its pricing, billing, subscription, cancellation, and refund terms. Any such purchase is not a Direct Purchase, and you must direct any cancellation or refund request to that third party. 

5.2 Interactions with Health or Wellness Professionals and Care Providers

We are not a party to any interaction or transaction between you and any health or wellness professional whose information or services are made available through, or who you interact with through, the Service (each, a “Health or Wellness Professional”), or any third-party care provider, telemedicine provider, laboratory or diagnostic provider, or pharmacy service provider, whose information, products, or care are made available through the Service (each, including the Medical Groups and Clinicians defined below, a “Care Provider”). Your dealings with Health or Wellness Professionals or Care Providers, including your eligibility to receive services from them, are solely between you and the applicable Health or Wellness Professional or Care Provider. Accordingly, before interacting with, engaging with or receiving services from a Health or Wellness Professional or Care Provider, you should make whatever investigation you feel necessary and appropriate. The inclusion of a Health or Wellness Professional or Care Provider on the Service does not imply recommendation or endorsement by Carrot nor is such information intended as a tool for verifying their credentials, qualifications, or abilities.  You understand that, except where stated otherwise with respect to Medical Groups, this Agreement and our Privacy Notice do not apply to your interactions with Health or Wellness Professionals or the services you receive from Care Providers or any other third party, nor to any information, including PII, that you may provide to Health or Wellness Professionals or Care Providers. 

5.3 Care Provider Information; No Endorsement

While we use reasonable efforts to ensure that the information for Care Providers is accurate and up-to-date, we make no guarantee that such information is, in fact, accurate or up-to-date as such information is subject to change based on information we receive from such providers. These changes may affect the cost of the services you receive from such providers. Further, service descriptions for Care Providers provided via the Service are not intended to constitute offers to sell or solicitations in connection with any product or service. Not all services are available in all areas due to a variety of factors, including variations in applicable law from area to area.

5.4 Disputes with Third Parties

Any concerns or 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. Payments through the Services

If you make any payments through the Services, such as paying your patient responsibility or making a Direct Purchase (as defined below), the following terms apply: 

6.1 Payment Methods & Authorization

You must provide a valid payment method that we accept and keep your billing information current. By providing a payment method, you authorize us and our third-party payment processor to charge that payment method for all amounts you owe us in connection with the Services (including fees, charges, patient responsibility amounts and applicable taxes), on a recurring basis where applicable, without further notice or consent except as required by applicable law or card scheme rules. Where we have only been able to give you an estimate, we will charge the final amount once it is known and refund any overpayment to that payment method.We will notify you before charging an amount that exceeds the estimate.  Your agreement with the provider of your payment method governs its use. We may receive updated payment card information from your card issuer or our payment processors and may use it to continue charging you. If a charge is declined, we may retry it. You remain responsible for any amounts you owe.

6.2 Payment Processor

Payments that you make to Carrot through the Service are processed by a third-party payment processor, currently, Stripe. Your payments may be subject to Stripe’s own terms and privacy policies, and by making a payment you agree to those terms. We are not responsible for the acts or omissions of any payment processor, and our relationship with each processor is contractual only; no processor is our agent, partner, or joint venturer.

6.3 Taxes

You are responsible for any applicable taxes, levies, or fees associated with your purchases through the Service, other than taxes based on our net income. Where we determine that we are required to collect taxes, we will calculate and collect them and may present an estimate at checkout; the actual amount charged may differ. You may be obligated to report and pay any taxes that we do not collect.

6.4 Tax Advantaged Accounts

You may be able to use a health savings account, flexible spending account, or similar tax-advantaged account to pay amounts owed through the Service, but we do not determine whether any amount is an eligible expense and do not guarantee that any payment will be eligible for reimbursement or tax-advantaged treatment. You are responsible for confirming eligibility with your account administrator and your tax advisor.

7. Telehealth and Medical Care 

If the Services available to you include access to Medical Care, the following terms apply:

7.1 Who Provides your Care

Medical Care made available through the Service is provided by licensed third-party medical practices (each, a "Medical Group") and the clinicians they employ or engage (each, a "Clinician").  Medical Groups and Clinicians exercise independent professional judgment in providing Medical Care, and your treatment relationship is with the applicable Medical Group and its Clinicians. 

The Medical Groups are intended third-party beneficiaries of this Agreement with respect to the services they provide,  and may enforce the provisions referencing these parties.

Carrot is independent from the Medical Groups and Clinicians who provide Medical Care to you through the Service and is not responsible for their acts, omissions, or the content of their communications with you. 

7.2 Consent to Telemedicine

Telemedicine involves the delivery of Medical Care using electronic and telecommunications technologies rather than an in-person visit. Where applicable, your treating Clinician or Medical Group may obtain your informed consent to receive care via telemedicine before they proceed. That clinical consent is separate from, and in addition to, your agreement to these terms, as it governs Medical Care. If you decline or withdraw consent to telemedicine, it may affect your ability to receive certain services through the Service.

7.3 Communications via the Platform

As part of Service, Carrot may allow Clinicians to use the Platform to send you messages, clinical instructions, reports, test results, and other communications relating to your care. You are responsible for regularly monitoring the Service and the contact methods you provide, and for reviewing and responding to these communications in a timely manner. If a Clinician is unable to reach you and has a clinical concern regarding your health or safety, the applicable Medical Group may contact your local healthcare provider that was to the Medical Group as described in your telemedicine consent. In addition, if your lab results are abnormal and we are unable to reach you by phone, Medical Group may contact your local healthcare provider and follow up with a letter to the address provided to the Medical Group.  Carrot is not responsible for the security or reliability of any email, messaging, or other communications channel you use to access the Service, or for any consequences of a communication, instruction, or result that is delayed, missed, or not acted upon.

7.4 Paying for Telehealth

If you access Medical Care as part of a Subscription you purchased directly from us, payment is handled as described in Direct Purchase Terms.

If Carrot provides administrative support for billing your Medical Care to insurance (your "Plan"), the following also apply:

(a) Patient responsibility. You are responsible for all charges for Medical Care that are not covered by your Plan or that are otherwise your responsibility under your Plan. Any collection of your patient responsibility by Carrot is done on behalf of, and as directed by, the applicable Medical Group; Carrot does not set or determine those amounts. 

(b) Eligibility. Upon your request, Carrot's partners may check your insurance eligibility. You represent that any information you provide for this purpose is accurate and complete, and you authorize Carrot to use and share that information as described in our Privacy Notice. Carrot does not guarantee that your Plan will cover, pay, or reimburse any services you receive; coverage depends on your specific plan, network status, the services rendered, and other factors outside Carrot's control.

(c) Claims submission. For insurance-submitted claims, the applicable Medical Group is the provider of record and will handle your insurance claims as outlined in the disclosures it provides to you. Carrot does not submit insurance claims on your behalf. If you have a dispute related to insurance billing, please contact the Medical Group directly.

7.5 Wheel Health Disclosure

Carrot powered by Wheel is operated by a third party service provider Wheel Health (“Vendor”) to Carrot. Vendor is not a medical group and do not provide medical advice, care, and/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. (each a Medical Group)  which can be accessed through the use of Carrot powered by Wheel. The Medical Groups deliver the medical services via the Vendor platform to you. 

8. Additional Terms: Employee Benefit

If you are accessing Carrot as a benefit through your employer, health plan, or similar (and not paying Carrot directly for your access), you are subject to the terms of Section 8.1 (and 8.2 as applicable)

8.1 General

Your (or your partner’s) employer (the “Employer” or “your Employer”) has partnered with us to make fertility care more accessible to you. Depending on your Employer’s agreement with us and your geographical location, through our Service you may be able to use your benefit toward eligible reproductive and hormonal care (including care for fertility, menopause, and low testosterone), pregnancy, postpartum, parenting, adoption, travel and/or gestational surrogacy expenses from third-party care providers, schedule a chat with an expert health or wellness professional, and browse a wealth of articles and videos.

Your Employer is not a party to this Agreement. For you to create an account on the Service (each a “User Account”), your Employer must have entered into a written contract with us (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.

Your indemnity to Carrot extends to any dispute between you and your Employer

8.2 Financial Benefit 

If you have access to a financial benefit to you through Carrot, the following apply:

8.2.1 Reimbursements

As part of the Service, you may submit requests for reimbursements from your Employer for certain eligible expenses.  The types of expenses that are eligible, any limits to reimbursement amounts, and similar reimbursement parameters may be subject to change.  Except in instances where Carrot is not able to facilitate a reimbursement payment (as further described below), reimbursement requests submitted through the Service that are approved will be paid to you by or on behalf of your Employer in accordance with your Employer’s instructions.  We reserve the right to withhold a reimbursement payment in the event we determine the expense is not eligible for reimbursement.  

You hereby appoint Carrot as your limited agent for the purpose of receiving reimbursements from your Employer on your behalf and sending them to you.  You also agree that receipt by Carrot of any such reimbursements constitutes receipt of the same by you and that you shall have no recourse against your Employer for such reimbursements in the event Carrot fails to send them to you.

Carrot is not able to facilitate a reimbursement payment unless: 1) your Employer has authorized Carrot under the Employer Agreement; 2) your Employer provides Carrot with the funds necessary to issue the reimbursement payment; 3) Carrot has determined your submitted expense is eligible for reimbursement and 4) you have connected your personal bank account as your reimbursement payout account.  Carrot cannot guarantee the timing of reimbursements and is not responsible for reimbursements where your Employer stops making funds available. If your Employer does not provide sufficient funds as required by its Employer Agreement with Carrot, your sole recourse is to your Employer and not to Carrot.

By submitting a request for reimbursement, you agree that: (i) you or your partner will not use the Service to be reimbursed for any expense that has already been reimbursed by another source, (ii) you or your partner will not seek reimbursement from another source for any expense that has already been reimbursed through the Service, (iii) you or your partner 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 partner will not use the Service to be reimbursed for any Medical Expenses unless you are also 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 partner will not use the Service to be reimbursed for any Medical Expense for which you received a tax-free distribution from a Health Savings Account (“HSA”) or Flexible Savings Account (“FSA”), (vi) you or your partner will not submit false or fraudulent information, and (vii) you or your partner will keep sufficient documentation (including invoices and receipts) for any expense reimbursed using the Service. If you receive a reimbursement as a result of your violation of this Agreement, you hereby agree to send the amount of such reimbursement to Carrot.

Payment shall be made to the personal bank account you identify to us via the Service from time to time. A HSA bank account is not a personal bank account and may not be provided to Carrot as a reimbursement account. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and bank information associated with your User Account, which includes applicable tax information. We may withhold your payments until you provide applicable tax information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. Your reimbursements may also be subject to tax withholding by your Employer. You are responsible for all applicable taxes in connection with your participation in the Service.  If you have questions about your tax liability, you should seek advice from a tax professional.

Except for disputes regarding reimbursement for Medical Expenses in the United States, if you dispute any denial of a claim for reimbursement made hereunder, you must notify us in writing via your User Account or by email at support@get-carrot.com within thirty (30) days of such reimbursement or, in the case that no reimbursement has been made, within thirty (30) days of you receiving notice from us that your request for reimbursement 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. Failure to so notify us shall result in the waiver by you of any claim relating to such disputed reimbursement or reimbursement request. Reimbursement amounts shall be calculated solely based on our assessment of the records you submit to us. We will not accept other measurements or statistics of any kind as the basis for reimbursement determinations. You do not have the right to audit any records in connection with this Agreement unless an audit is permitted or required under applicable law.

8.2.2 Carrot Card Usage and Health Savings Account Distributions

In connection with the Service, you may be issued a Carrot Card. You may only use the Carrot Card to pay for expenses that are 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 "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. Making a purchase with a Carrot Card does not render the purchase an eligible expense; all Carrot Card transactions are subject to further claims adjudication procedures and must be substantiated. Your use of the Carrot Card to make ineligible purchases is a violation of this Agreement. For any Carrot Card purchase determined to be ineligible, you hereby agree to send the amount of any such ineligible purchase to Carrot.

Carrot does not provide any regulated financial services. Any regulated financial services are provided by one or more licensed partners, including Stripe Inc. and Airwallex US LLC. Payment services for US customers supported by Airwallex are provided by Airwallex US, LLC (NMLS #1928093), a licensed money transmitter in most states. If you have concerns or wish to obtain information about Airwallex's licenses, click here.

Please be aware that your use of the Carrot Card, including to pay for eligible expenses, may be suspended or unavailable if your Employer does not provide sufficient funds as required by its Employer Agreement with Carrot. If that situation occurs, your sole recourse is to your Employer and not to Carrot.

Please be aware that Carrot is not a party to any member agreements with providers, including doulas, and that your sole recourse in the event that you decide to cancel services or change providers is with the provider, not Carrot. Any money paid by Carrot Card and refunded is due back to Carrot. You hereby agree that Carrot is not obligated to attempt to recuperate funds you pay by Carrot Card. Your sole recourse to recuperate funds paid by Carrot Card is with the payee. Carrot does not guarantee that it can or will stop a payment or be able to recuperate funds that are paid by Carrot Card.

If you reside in the United States, your employer covers Medical Expenses, and you use the Carrot Card to pay for Medical Expenses, you agree that: (i) you or your partner will not use the Carrot Card for any Medical Expense that has already been reimbursed, (ii) you or your partner will not seek reimbursement under any other health plan for any Medical Expense paid for with the Carrot Card, (iii) you or your partner will not use the Carrot Card for a Medical Expense if you are not also enrolled in an employer-sponsored medical plan, (iv) you or your partner will not use the Carrot Card for any Medical Expense if you received a tax-free distribution from an HSA or an FSA to pay for that Medical Expense; and (v) you or your partner 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.

To the extent your employer requires you to contribute to the cost of fertility, adoption, and gestational surrogacy expenses (i.e., a "cost share" arrangement) outside of the employer-funded Carrot benefit, you agree to promptly reimburse Carrot for the amount you are responsible for if such amount was not deducted by the provider at the time Carrot Card was used to pay for Services.

Your eligibility to use the Carrot Card will terminate upon your loss of eligibility for the Service.

8.2.3  Payment Correction Procedures

The correction procedures below will apply to any improper use of the Carrot Card, your failure to reimburse Carrot for the amount you are responsible for if your fertility benefit includes a cost share arrangement, or improper or over-payment, in part or in whole, of 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 the amount of any improper payment, overpayment, or other expense is recovered, we will deactivate the Carrot Card and suspend processing of any requested payments or reimbursements of eligible expenses you may have submitted through other methods (for example, by submitting receipts or invoices of the expense to us);
  • You must send to us an amount equal to the improper payment, overpayment, or expense;
  • If you fail to send us the full amount of the improper payment, overpayment, or expense, you agree that your Employer may be entitled to withhold the amount of the improper payment, overpayment, or expense from your pay or other compensation;
  • If any portion of the improper payment, overpayment, or expense remains outstanding after attempts to recover that amount, we have the right to reduce the reimbursement amount for a later expense claim by the amount of the improper payment, overpayment, or expense. For example, if you have charged an improper expense or payment of $200 to your Carrot Card and later submit a valid claim for $250, a reimbursement for only $50 will be made; and
  • If, after applying the procedures described above, we have not received the full amount of the improper payments, overpayments, or expenses, you accept that your Employer may take additional steps at its discretion to resolve the issue.

‍9 Additional Terms: Direct Purchase

If you pay Carrot directly for your access to the Service, you are subject to these Direct Purchase terms.

9.1 Overview & What’s Included

From time to time, we may make Services available for you to purchase directly from us (“Direct Purchase”), either as a single, non-recurring purchase or as a recurring subscription (a “Subscription”). The specific services included in a Direct Purchase, the applicable fee, and (for Subscriptions) the billing frequency will be disclosed to you before you complete your purchase. 

9.2 Bundled Clinical Charges

Where a Direct Purchase includes a session with a Clinician, the price you pay may include amounts charged by the applicable Medical Group for the Clinician’s services. We collect those amounts on behalf of, and remit them to, the applicable Medical Group. Those services and products are provided by the Medical Groups, which are responsible for them as described in Sections 5-7.

9.3 Promotions

We may from time to time offer promotional terms, such as a free trial, introductory pricing, or another limited-time offer (each, a “Promotion”). The availability, eligibility requirements, and specific terms of any Promotion will be described at the time it is offered, and Promotions may not be combined with other offers unless we say otherwise. We determine eligibility for, application of, and revocation of, any Promotion in our sole discretion, and we may modify, suspend, or discontinue a Promotion at any time.

9.4 Price Changes

We may change our fees, Promotions, and billing methods from time to time. We will provide notice of any change to your Subscription fee as required by applicable law and card scheme rules and before the change takes effect. 

9.5 Refunds

Except as expressly provided in these terms or as required by applicable law, all payments are non-refundable and all sales are final. Any refund, cancellation, or rescheduling terms that apply to a particular service or appointment will be disclosed to you at the time of purchase or booking. Where a refund may be available, you may request it by contacting us with your order details.

9.6 Scheduling and Cancellation

We may cancel or reschedule an appointment, including as directed by the applicable Medical Group, limit the number or frequency of appointments or other Services available under your Direct Purchase, or suspend or cancel your Direct Purchase, in accordance with our then-current policies. 

9.7 Subscriptions 

9.7.1 Overview

Each Subscription provides access to a defined set of services and features that we identify at the time of purchase and in your account, and that we may add to, change, or discontinue from time to time. You must have an active Subscription at the time you use the Service it covers or apply any discount, rate, or other benefit that your Subscription provides access to.

9.7.2 Plans, Fees & Billing

When you purchase a Subscription, we will charge the applicable subscription fee in advance and on a recurring basis at the billing frequency disclosed at checkout, together with any applicable taxes. To simplify your experience, you may see and be charged a single “total” price for a Subscription, even where that price includes, e.g., amounts for a consultation with a Clinician; in that case, those amounts are collected by us on behalf of, and paid to, the applicable Medical Group (see Bundled Clinical Charges). 

9.7.3 Automatic Renewal & Cancellation

Unless prohibited by applicable law, Subscriptions automatically renew. Unless you cancel before the end of the then-current billing period, your Subscription will renew for a successive period of the same length, and we will charge your payment method on file for the renewal fee, plus any applicable taxes, at the then-current price. We will disclose the renewal terms, including the billing frequency and any deadline for cancelling before a renewal, prior to purchase. You may cancel your Subscription at any time through your account or by contacting us at care@get-carrot.com or 888-239-1354. Cancellation takes effect at the end of the then-current billing period, and you will continue to have access until that time. Except as required by applicable law, subscription fees are non-refundable and we do not provide refunds or credits for partial billing periods.

If you do not agree to a price change, you may cancel your Subscription before it takes effect; if you do not cancel, your Subscription will renew at the new price and we will charge your payment method accordingly.  For Subscription-related Promotions, unless your Subscription is cancelled before the end of the applicable promotional period, it will automatically convert to, and renew at, our then-current standard price for that Subscription. We may modify or discontinue any Promotion at any time, except as otherwise required by applicable law.

We may suspend or terminate your Subscription if we are unable to collect payment.

9.7.4 Upgrades and Downgrades

We may offer options to change your Subscription, including changing your plan or billing frequency. Any change is subject to the terms and pricing we disclose to you at the time of the change.

10. Indemnity

You agree to indemnify us and the Medical Groups, and hold us and the Medical Groups harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your violation of any term of this Agreement; (ii) misleading, false, or inaccurate User Content or any other content that is submitted via your User Account; (iii) your use of the Service, by you or any person using your User Account; (iv) any dispute you  may have with any Health or Wellness Professional, Care Provider or other third party.

11. 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 maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including that (i) the Service will be available at any particular time or location, uninterrupted, or secure; (ii) any defects or errors will be corrected; or (iii) the Service will meet your requirements. Carrot Content and other information contained on the Service is provided to you by Carrot as a convenience. No advice or information, whether oral or written, obtained by you from us or through the Service, including with respect to benefit eligibility and reimbursement amounts, will create any warranty not expressly stated herein.  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 gives you specific legal rights, and you may also have other rights which vary 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.

12. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall we, our affiliates, agents, directors, employees, suppliers, licensors or Medical Groups be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service, including Carrot Content.

To the maximum extent permitted by applicable law, in no event shall we be liable to you for any damages in an amount exceeding $1000.00.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we have been advised of the possibility of such damage.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement apply to the fullest extent permissible under applicable law but will not apply to the extent prohibited by applicable law.‍

13. 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.

13.1 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.

13.2 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.

13.3 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.

13.4 Arbitration Procedure.

‍ A party who intends to seek arbitration must first send a written notice of the Claim to the other party by certified mail or Federal Express, or in the event that we do not have a physical mailing address on file for you, by electronic mail (“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 for less than $10,000, we will reimburse your filing fee, unless the arbitrator finds that either the substance of your Claim or the relief sought is frivolous or brought for an improper purpose, in which case the payment of all fees will be determined in accordance with the AAA Rules. If your Claim is for greater than $10,000, the payment of all fees will be determined in accordance with the AAA Rules.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

13.5 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.

13.6 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 13, 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.

13.7 Opt-Out.

You may opt out of the applicability of this Section 13 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 13.‍

14. General

14.1 Assignment.

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

14.2 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 any of these terms or any future terms of service, do not use or access (or continue to access) the Service.

14.3 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.

14.4 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.

14.5 California Residents.

‍The provider 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.

14.6 Survival.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including Section 2 (Our Proprietary Rights), Section 10 (Indemnity), Section 11 (No Warranty), Section 12 (Limitation of Liability), Section 13 (Arbitration, Class Waiver, Jury Trial Waiver, Governing Law) and Section 14 (General).

14.7 Contact.

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