Disclosures

In order to access the Carrot Labs, Inc. (“Carrot Labs”) protocol Carrot DeFi, you must read and accept these Disclosures. By reading and accepting these Disclosures, and by using the Carrot DeFi protocol, you are also agreeing to and accepting the Carrot Labs Terms of Use published at https://deficarrot.com/terms-of-use. By accepting these Disclosures and the Terms of Use, you are entering into a binding agreement.

PLEASE BE AWARE THAT THESE TERMS CONTAIN PROVISIONS REGARDING THE RESOLUTION OF DISPUTES BETWEEN YOU AND CARROT LABS, INCLUDING AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND CARROT LABS SHALL BE RESOLVED BY BINDING ARBITRATION. THESE TERMS ALSO CONTAIN A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. PLEASE READ THESE SECTIONS OF THE TERMS CAREFULLY.

Custody. Carrot Labs does not have possession, custody or control over any digital assets, or any user’s funds. You understand that when you interact with Carrot Labs, you retain control over your digital assets at all times.

Wallets. To interact with Carrot Labs’ protocol, you will need to connect and engage with it through your self-custodial wallet. Your self-custodial wallet is provided by a third-party entity. That entity may publish separate terms and conditions involving additional fees, disclaimers, or risk warnings. Carrot Labs has no control over your self-custodial wallet, and has not reviewed any terms or conditions related to the use of any self-custodial wallet. Compliance with any such terms or conditions is wholly your responsibility. Furthermore, Carrot Labs has no control over your self-custodial wallet and security of that wallet is wholly your responsibility. If a self-custodial wallet provided by a third party suffers an exploit whether the result of actions by you or a third party Carrot Labs has no way of preventing such an exploit and you agree has no responsibility for any such loss you or anyone else suffers as a result.

No obligations. You understand and agree that Carrot Labs makes no warranties regarding its services, that Carrot Labs’ protocol is non-custodial and decentralized, and that other than being a user of Carrot Labs’ protocol you have no other relationship with Carrot Labs and as a result you and Carrot Labs do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you make.

Fees. You understand that Carrot Labs will earn fees as a result of your use of the Carrot Labs protocol. Such fees are published here https://docs.deficarrot.com/fees/ and may be updated from time to time by publication at that same address. You understand that due to the decentralized nature of the services offered by Carrot Labs that the only practicable way of informing you of changes to the fee structure may be via publication at https://docs.deficarrot.com/fees/. In addition, transactions using blockchains may require the payment of gas fees, which are essentially network transaction fees paid on every transaction that occurs on the selected blockchain network. Please note that gas fees are non-refundable and will be paid automatically as part of the use of the Carrot Labs protocol.

Technology Risks. Technologies such as smart contracts on various blockchains, cryptographic tokens generated by the smart contracts, and other nascent software, applications, and systems that interact with blockchain-based networks are experimental, speculative, inherently risky, and subject to change. Among other risks, bugs, malfunctions, cyberattacks, or changes to the applicable blockchain (e.g., forks) could disrupt these technologies and even result in a total loss of digital assets, their market value, or digital funds. We assume no liability or responsibility for any such risks. If you are not comfortable assuming these risks, you should not access or engage in transactions using blockchain-based technology.

Hacking Risks. You specifically understand that the Carrot Labs protocol may be the target of hacking attempts or other attempts to exploit the Carrot Labs protocol and that if successful some or all of any funds deposited on the Carrot Labs protocol may be stolen or lost. You understand that in no event will Carrot Labs be liable for any such loss.

Further Risks. Associated with Blockchains. You understand that all transactions on the blockchain are irreversible, final, and without refunds and as a result take responsibility for any transactions you make. Blockchain based technology such as the Carrot Labs protocol may be disabled, disrupted, or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. Carrot Labs will be unable to inform you of all potential, general or specific such risks. As such, you agree to accept these risks and agree that you will not seek to hold Carrot Labs or any affiliate responsible for any consequent losses.

Taxes. Carrot Labs has not and will not determine your tax liability associated with use of the protocol, if any. You understand and agree that determining your tax liability and paying any such liability is wholly your responsibility.

Ownership. You understand and agree that Carrot Labs owns any and all rights, title, and interests in and to the services it provides, including, without limitation, any and all copyrights in and to any content, code, data, or other materials that you may access or use on or through those services. Except as expressly set forth herein in the Terms of Use, your use of or access to those services does not grant you any ownership or other rights therein and Carrot Labs may, in its sole discretion, restrict or terminate your access to those services as a result of any violation of that ownership.

Securities. Because of uncertainties regarding United States securities laws, United States persons may not access the Carrot Labs protocol. By using the protocol or other Carrot Labs services you understand and accept this uncertainty and agree not to attempt to hold Carrot Labs liable as a result of any future developments in securities or investment law in any relevant jurisdiction including the United States.

Results. Transactions involving digital assets involve a high degree of risk and are speculative in nature. Transactions in digital assets should only be conducted by persons who understand and accept the risks involved therewith and who have independently reviewed and determined their acceptance and suitability of these risks and the financial and tax consequences thereof. Only persons who are able to bear the risk of substantial or complete loss of funds should engage in these transactions.

Carrot Labs and its affiliates do not indicate or guaranty any predictable, general, specific or other results. Transactions in digital assets, and any other investment activity, involve a high degree of risk, and a number of factors could materially and adversely affect the results and lead to a substantial or complete loss of an investment.

As more fully set forth herein, Carrot Labs, and its directors, officers, shareholders, employees, agents and affiliates, make no representation, warranty or guaranty as to the validity, adequacy, timeliness, accuracy, reliability or completeness of any data, content or information. You should independently analyze, review and confirm any such data, content or information.

No content generated by Carrot Labs or its affiliates is meant to be indicative of future results or performance, or any representation, warranty or guaranty that any result will be obtained by you.

Liability. You will indemnify and hold harmless Carrot Labs, and any service providers, and each of their respective officers, directors, employees, affiliates, agents, licensors, investors and contractors (“Indemnified Persons”) from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all liabilities, damages (actual and consequential), losses, costs, and expenses, including without limitation reasonable attorneys‘ fees, arising out of or in any way connected with (1) your access to or use of the Services; (2) your breach or alleged breach of these Terms or your violation of any other provision of these Terms, including any terms and conditions incorporated by reference herein; (3) your violation of any law, rule, or regulation; and/or (4) your violation of the rights of any third-party. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

IN NO EVENT SHALL CARROT LABS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OF BUSINESS, PROFITS OR OPPORTUNITIES, LOSS OF REPUTATION OR GOODWILL OR ANY SPECIAL, PUNITIVE, AGGRAVATED, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH OUR SITES, THE PLATFORM, YOUR ACCOUNT(S), THE SERVICES, THESE TERMS, THE PRIVACY POLICY, AND/OR ANY AGREEMENT ENTERED INTO PURSUANT TO, OR IN CONNECTION WITH, THESE TERMS OR OTHERWISE. OUR LIABILITY, AND THE LIABILITY OF THE INDEMNIFIED PERSONS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF LOSS OR DAMAGE WHICH IS CAUSED DIRECTLY AND IS REASONABLY FORESEEABLE BY OUR BREACH OF THESE TERMS AND SHALL IN NO EVENT EXCEED $10,000. SUCH SUM SHALL BE PAID AS LIQUIDATED DAMAGES BY US TO YOU IN FULL AND FINAL SETTLEMENT AND SATISFACTION OF OUR ENTIRE LIABILITY AND THE INDEMNIFIED PERSONS‘ ENTIRE LIABILITY FOR ANY LOSS OR DAMAGE WHICH IS CAUSED DIRECTLY AND IS REASONABLY FORESEEABLE BY OUR BREACH OF THESE TERMS. YOU ACKNOWLEDGE AND ACCEPT THAT DAMAGES ARE AN ADEQUATE REMEDY AND THAT YOU SHALL NOT BE ENTITLED TO ANY OTHER CLAIMS OR REMEDIES AT LAW OR IN EQUITY, INCLUDING BUT NOT LIMITED TO, ANY CLAIM IN REM, INJUNCTION, AND/OR SPECIFIC PERFORMANCE.

Warranty. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: SPECIFICALLY, WE DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITES, THE PLATFORM, ANY OF YOUR ACCOUNT(S), THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. WE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT TRANSACTIONS ON THE PLATFORM ARE PROCESSED IN A TIMELY MANNER, BUT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING WHICH IS DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL.

Arbitration. Carrot Labs and you agree that any dispute or controversy arising out of or relating to these Terms or the Services, including, but not limited to, legal and equitable claims, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved through binding arbitration on an individual basis (except as specifically noted below). Arbitration shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”). In agreeing to this binding commitment to arbitrate their claims, Carrot Labs and you agree that they waive any right to proceed in a court of law or to have their claims heard by a jury. The arbitration shall: (1) be conducted by a single, neutral arbitrator in the English language; (2) be held virtually and not in person for all proceedings related to the arbitration, except by mutual agreement of all parties; and (3) be limited to one deposition per party, except by mutual agreement of all parties or upon a showing of need. The AAA rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.

During the arbitration, the amount of any settlement offer made by you or Carrot Labs shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator‘s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.

Delegation Clause: Any dispute between Carrot Labs and you regarding the construction, interpretation, or application of this arbitration provision, including the enforceability, severability, revocability, scope, or validity of this arbitration provision, shall be decided by an arbitrator and not by a court or judge.

Class Action Waiver. TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND CARROT LABS AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE