Terms of Use

These Terms of Use (“Terms”) govern your access and use of the software product provided by Carrot Labs, Inc. (“our,” “we,” or “Carrot Labs”). Our services include: (1) the content on our website located at https://deficarrot.com (“Website”) or any other websites, pages, features, or content we own or operate (collectively, the “Sites”); (2) the website hosted user interface located at https://use.deficarrot.com, as well as any other method we provide for access to the Protocol (“Carrot Labs UX”); and (3) any other services that Carrot Labs may make available, directly or indirectly, from time-to-time (collectively, the “Services”).

Please read these Terms, Privacy Policy, and any other language referenced in this document carefully. The Terms you see below are important because they:

  • Outline your legal rights;

  • Explain the rights you give to Carrot Labs when you use our Services;

  • Describe the rules you must follow when using our Services;

  • Contain a class action waiver and an agreement to resolve any disputes that may arise by arbitration; and

  • Contain a clause that delegates decisions regarding the interpretation and application of the arbitration clause to an arbitrator and not to a court or judge.

You agree that you have read, understand, and accept these Terms by using the Services, or accessing our Website.  Acceptance of these terms forms a binding contract between you and Carrot Labs.  If you do not agree with these Terms, you may not, and are prohibited from, access or use of the Services, Sites, or any other aspect of our business.

We may amend or modify these Terms at any time by posting the revised Terms on the Website and/or providing a copy to you (“Revised Terms”). The Revised Terms shall be effective as of the time they are posted, but will not apply retroactively. Your continued use of the Services after the posting of Revised Terms constitutes your acceptance of such Revised Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services.  Similarly, we may update the Services, including with tools, utilities, improvements or third party applications. You agree to receive these updates. We may further modify, suspend or discontinue the Services at any time. You agree that we will not be liable to you or any third party for any modification, suspensions, or discontinuance of the Services.

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.

Carrot Labs does not provide legal, financial, accounting, tax, health care, insurance, real estate or other professional service or advice, and you should consult with professionals for advice prior to making important decisions in these areas.  

Any and all limitations of Carrot Labs’ liability in these Terms are meant to and do limit the liability of Carrot Labs, Inc., as well as any and all of Carrot Labs, Inc.’s subsidiaries, affiliates, directors, investors, and employees. 

Table Of Contents

  1. Access

  2. Data Entry

  3. Communications

  4. Covenants

  5. Smart Contracts

  6. Liability

  7. Warranty

  8. Data Protection and Ownership

  9. Intellectual Property

  10. Trademarks

  11. Customer Service

  12. General Terms

  13. Arbitration

  14. Class Action Waiver

  15. Compliance with Global Trade Laws and Restrictions 

Access

You may use the Services as a means of access to a protocol on various public blockchains that allows users to take advantage of various opportunities for yield in decentralized finance while maintaining liquidity through tokens (the “Protocol”). 

You agree that we have the right to restrict or deny access to the Services through any technical means available.

The Carrot Labs UX is distinct from the Protocol and is one, but not the exclusive, means of accessing the Protocol. The Protocol itself is made up of smart contracts that are deployed on various public blockchains. By using the Services, you understand that you are not buying or selling digital assets from us and that we are not a custodian. You further understand that Carrot Labs and the Services it provides are distinct from the Protocol, which exists on a public blockchain.

To use the Carrot Labs UX to access the Protocol, you may use wallet software, which allows you to interact with public blockchains. Your relationship with that wallet provider is governed by the applicable terms of service. We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Carrot Labs UX, you agree to be bound by this Agreement and all of the terms incorporated herein by reference.

We strongly suggest using multi-factor authentication (“MFA”) to keep your wallet(s) safe and secure. You agree that Carrot Labs is not a custodian or a provider of wallet(s) and ultimately the security of your wallet is your responsibility.  Carrot Labs is not liable for, and you will not attempt to hold Carrot Labs liable for, any failure by you to keep your wallet secure.  Furthermore, Carrot Labs has no obligation to verify the identity or authority of any person using your wallet, your Carrot tokens or otherwise accessing your wallet to interact with the Services. Under no circumstances shall Carrot Labs be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs suffered by you or any other person or entity, arising from the unauthorized access or use of Services.

As further described under No Warranty, Carrot Labs does not represent or warrant that the Services will be available without interruption. An interruption could result in the inability to access the Services for periods of time and may also lead to support response time delays. Under no circumstances shall Carrot Labs be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to an interruption in your access to any Services.

Data Entry

You are solely responsible for accurately entering data as part of using the Services.  Carrot Labs is not obliged to verify the accuracy or completeness of any such information or transactions, or otherwise ensuring that the results of your use of the Services are satisfactory to you.  

Communications

You agree and understand that all communication with you (collectively, “Communications”) will be via email or another electronic method that Carrot Labs may prescribe from time-to-time. We will use the email address(es) (if any) on record as our primary means of communicating with you, and will otherwise communicate with you in whatever way is feasible including, but not limited to posting messages on our Website or sending messages to your Wallet(s) or any accounts associated with your Wallet(s). Communications may include these Terms, and any updates to these Terms or additional terms related to use of the Services; account details; legal or regulatory  disclosures or statements we may be required to make available to you; and responses to claims or customer support inquiries filed in connection with your use of the Services.

To ensure that you receive all of our Communications, you agree to keep your email address(es) up-to-date and immediately notify us if there are any changes. Delivery of any Communication to the email address(es) on record shall be considered valid and binding for all purposes.

Covenants

You covenant and agree that you shall not:

  • Exploit any bugs, vulnerabilities or other unintended code errors on our Sites or Services regardless of whether such exploit is otherwise a criminal act.

  • Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information.

  • Violate, or attempt to violate Carrot Labs’ or any third-party‘s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy.

  • Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines.

  • Post, generate, or share Content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable, false or misleading, or infringing.

  • Send any unsolicited or unauthorized advertising, such as spam.

  • Impersonate or misrepresent your affiliation with Carrot Labs.

  • Reproduce, modify, resell, license, or provide free or unauthorized access to the Services or make the Services available on any file-sharing, virtual desktop or application hosting service.

  • Attempt to reverse engineer, decompile or disassemble in any way any of the Services.

  • Engage in unauthorized access, monitoring, interference with, or use of the Services or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn’t belong to you.

  • Use the Services for general archiving or back-up purposes.

  • Encourage or enable any other individual to do any of the above or otherwise violate these Terms.

Smart Contracts

You acknowledge and agree that all transactions accessed through the blockchain-based networks will be automatically processed using one or more smart contracts. By accessing blockchain-based networks via the Services, you acknowledge and consent to the automatic processing of all transactions in connection with using the Services. You further acknowledge and agree that the applicable smart contract will dictate how the funds of a transaction and ownership of digital assets are distributed.

Liability and Indemnity

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. CARROT LABS SPECIFICALLY DISCLAIMS ANY LIABILITY RELATED TO THE FUNCTIONING OF THE PROTOCOL.

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. CARROT LABS SPECIFICALLY MAKES NO WARRANTIES REGARDING THE PROTOCOL OR ANY OTHER SMART CONTRACTS YOU USE THE SERVICES TO ENGAGE WITH.

Data Protection and Ownership

Your use of the Services may include the entry of data into the Carrot Labs platform.  Such data constitutes User Data, and you will retain all rights to data uploaded or entered into the Service. The Service Provider is permitted to use such data to deliver the Services and for purposes expressly consented to by the Client.  

You understand that notwithstanding the foregoing, Carrot Labs may be required to provide User Data in a non-anonymized fashion if served proper legal process.

Intellectual Property

Unless otherwise indicated in these Terms, all copyright and other intellectual property rights in all information, data, text, code, images, links, sounds, graphics, videos, and other materials contained on our Sites or such other mode of access (including through the Carrot Labs UX) or provided in connection with the Services, including, without limitation, our logo and all designs, information, data, text, code, images, links, sounds, graphics, videos, other materials, and the selection and arrangement thereof (collectively, “Materials”) are Carrot Labs’, its licensors, or suppliers‘ property and are protected by U.S. and international copyright laws and other intellectual property rights laws. 

Trademarks

The Trademarks, service marks, and logos (“Trademarks”) used and displayed on or through the Sites or the Services are registered and unregistered Trademarks of the relevant mark owners of Carrot Labs and our licensors. Nothing on the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use, copy, or imitate, in whole or in part, any Trademark displayed on the Sites, without our written permission or that of other Trademark owners. We prohibit the use of the Trademarks, any entity name, trade name, company name of ours or any other Trademark owned by us as a “hot” link to any website unless establishment of such a link is approved in advance by us in writing.

Customer Service 

At any time and in connection with any Services that Carrot Labs provides, Carrot Labs may make customer service assistance available to you. Subject to and consistent with No Warranty, Carrot Labs makes no warranty that the customer service assistance will ever be available, or if made available that the customer service will be available at any particular time or be free of fault or error, and accepts no liability for the accuracy of information provided or statements made by its customer service above and beyond any specific terms contracted for with Carrot Labs. 

General Terms 

  • These Terms (including any documents, materials, or information incorporated by reference herein as well as any other contracts entered into between you and Carrot Labs) set forth the entire understanding between you and Carrot Labs with respect to the Services.

  • If any provision of these Terms, terms and conditions or information incorporated by reference in these Terms is or becomes illegal, invalid, or unenforceable in any respect, the same shall not affect the legality, validity, or enforceability of any other provisions in these Terms.

  • These Terms may, at Carrot Labs’ sole and absolute discretion, be translated into a language other than the English language. You agree that any such translation shall only be for your convenience and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.

  • Carrot Labs is not an intermediary, agent, advisor, or custodian, and does not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you affect when using our Services.

  • Nothing expressed or referred to in these Terms will be construed to give any person other than the parties to these Terms any legal or equitable right, remedy, or claim under or with respect to these Terms or any provision of these Terms.

  • We are not responsible for the content or services of any third-party, including, without limitation, any wallets or blockchains, and we make no representations regarding the content or accuracy of any third-party services or materials. The use and access of any third-party products or services, including through the Services, are at your own risk. Please note that we do not have control over third-party services. Consequently, we cannot guarantee, endorse, or recommend such content or services to users of the Services, nor can we endorse their use for any specific purpose.

  • The Services rely on the functionality of third parties’ products, including blockchains, and the failure of those third party products may cause direct or indirect loss.  You agree that Carrot Labs is not liable for the failure of any third party’s products or services and makes no warranties regarding any third party’s products or services.

  • All provisions of these Terms, which by their nature extend beyond the expiration or termination of these Terms, will continue to be binding and operate after the termination or expiration of these Terms.

  • These Terms shall be construed in accordance with and governed for all purposes by the laws and public policy of Singapore.

  • Carrot Labs shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond its reasonable control, including, but not limited to, any act of God, significant market volatility, nuclear or natural disaster, pandemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency, malfunction of equipment, interruption or malfunction of utility, communications, computer (hardware or software), Internet, or network provider services, other catastrophe or any other occurrence which is beyond Carrot Labs’ reasonable control.

  • You are at least 18 years of age.

  • You are capable of forming a binding contract with Carrot Labs.

  • You are not based in the United States, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk (“DNR”), and Luhansk (“LNR”) regions of the Ukraine or any other territory that is subject to a government embargo or comprehensive sanctions (Russia), or are not otherwise prohibited from using the Platform under the laws and regulations of the United States, or any other applicable jurisdiction.

  • You are not included in lists maintained by the United States or other applicable jurisdictions prohibiting transactions with and the export of US products to certain entities, people, and jurisdictions.

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 IN ANY CLASS ARBITRATION. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU AND BAM EACH WAIVE THE RIGHT TO: (1) A JURY TRIAL; AND (2) PARTICIPATE IN A CLASS ACTION. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH‘S LIMITATIONS AS TO A PARTICULAR CLAIM FOR RELIEF, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND MAY BE BROUGHT IN COURT. THIS CLASS ACTION WAIVER IS SUBJECT TO AND DOES NOT IMPAIR OR IMPEDE BAM‘S RIGHT TO CONSOLIDATE RELATED USER CLAIMS AS DESCRIBED ABOVE.

Compliance with Global Trade Laws and Restrictions   

You are allowed to use the Services under the laws of the U.S. and other applicable territories. The Services shall not be exported to jurisdictions that are subject to embargoes or comprehensive sanctions.

You agree that you and anyone who uses the Services, including the related website, online services and mobile apps, are not prohibited from using the Services under the laws and regulations of the United States or other applicable jurisdiction. For example, you will not use, export, re-export, import, sell, release, or transfer the Services directly or indirectly, except as authorized by United States law, the laws of the jurisdiction where the Services are made available, and any other applicable laws and regulations. In particular, but without limitation, the Services, source code, and technology may not be exported, or re-exported, transferred, or released (a) into any U.S. embargoed and comprehensively sanctioned jurisdiction (Cuba, Iran, North Korea, Syria and the Crimea, Donetsk (“DNR”), and Luhansk (“LNR”) regions of the Ukraine) and Russia; or (b) to anyone included in the U.S. Treasury Department’s list of Specially Designated Nationals or on any other applicable restricted party lists. You also agree that you will not use the Services for any purposes prohibited by United States law. In addition, you certify that neither you nor any principals, officers, directors, or any person or entity (including any beneficiaries, owners, affiliated and/or associated parties) you know to be directly involved with the use of the Services are not: (a) on any sanctions lists in the countries where the Services are available, (b) doing business in any of the U.S. embargoed countries, and (c) a military end user as defined in 15 C.F.R § 744.