Understand your participation on the website.
Welcome to 100&Change, a competition for a $100 million grant.
The Common Pool, LLC (d/b/a CARROT), hereafter “CARROT,” provides an online platform for skill-based competitions through various websites, including but not limited to this website, which are subject to the following terms and conditions. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE.
THESE TERMS AND CONDITIONS SET OUT THE TERMS OF A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CARROT FOR YOUR USE OF THIS WEBSITE AND THE RELATED SERVICES. BY ACCEPTANCE OF THESE TERMS, EITHER BY REGISTERING A USER ACCOUNT AND/OR BY ACCESSING AND USING THIS WEBSITE, AS APPLICABLE, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MUST CEASE USING THIS WEBSITE AND THE RELATED SERVICES. The Rules are a part of the Terms and Conditions and by your use of this website you also agree to comply with and are bound by the Rules.
In this Agreement, the following capitalized terms have the following meanings, unless otherwise expressly indicated:
1.1 "Agreement" means:
1.2 "Applicant" means in relation to the Competition, an entity that submits or proposes to submit an Application to the Competition in accordance with the Rules.
1.3 "Application" means the form of application referenced here submitted in response to the Competition.
1.4 "Application Content" means all Content used, in whole or in part, directly or indirectly, in describing, drafting, developing, devising, calibrating, testing, evaluating, analyzing, or generating an Application, or which itself constitutes the whole or part of an Application.
1.5 "Award" means $100 million provided in the form of a grant to be paid out in installments subject to specific benchmarks from the Competition Sponsor to a Grantee.
1.6 "CARROT" means CARROT, LLC, a California limited liability company, with a place of business at 11205 Lebanon Road, Suite 515, Mount Juliet, TN 37122-5545.
1.7 "CARROT Affiliate" means an entity affiliated with CARROT by ownership or common ownership (including RAMPIT, LLC) or any subsidiary of CARROT.
1.8 “Competition" means the 100&Change challenge sponsored by the John D. and Catherine T. MacArthur Foundation (also referenced herein as “MacArthur” or the “Foundation”).
1.9 "Competition Information" means all Content provided in relation to the Competition, including the Competition Terms and Conditions.
1.10 "Competition Sponsor" or “MacArthur” or the “Foundation” means the John D. and Catherine T. MacArthur Foundation.
1.11 “Lever for Change” refers to Lever for Change, a separate 501(c)(3) organization which is an affiliate of MacArthur. Lever for Change has contracted with MacArthur to manage the Competition. When used in connection with a reference to Competition Sponsor, MacArthur affiliate or affiliate includes Lever for Change.
1.12 "Competition Terms and Conditions" has the meaning given to that term in Section 2, Agreement to be bound.
1.13 "Content" means any information, files, text, code, material, images, data, sounds, graphics, software, photos, designs, software downloads, goods, services documents, layouts, applet, CGI interfaces, descriptions, illustrations, catalogues, advertisements, audio and video material or specifications (collectively “Information”) contained in or referred to in this Website, obtained through or via this Website or available to be viewed by accessing any part of this Website (which may be out of date or superseded), whether it be obtained directly or indirectly, in any machine or human readable format. “Application Content” includes all Information contained in or made part of an Application.
1.14 "Entity" means a corporation or other entity duly organized and validly existing under state or federal law in the United States of America or the host country of origin represented on the Website by a person at least 18 years of age who is the duly authorized representative of such Entity.
1.15 “Grantee” means the organization to whom an Award is made under this Competition.
1.16 "Intellectual Property Rights" means all copyright, patent rights, trademark rights, trade secrets, designs, and other proprietary information, whether or not such rights are registered or capable of being registered under any statutory or common law of the United States or any other jurisdiction.
1.17 “Judge” or "Wise Head" means any individual represented on this website as responsible for the assessment of Application Content, for the purposes of determining or informing the determination of any Award or designation of Grantee in the Competition. The views of the Wise Head Panel will be considered by the Competition Sponsor in ranking Applications, but the Competition Sponsor is not bound by the views or scoring of any Judges. A Judge includes a Peer/Participatory Reviewer as described below when acting in such capacity and a Wise Head as described in the Judging section under Rules.
1.18 “Peer Reviewer” or Participatory Reviewer means any Applicant who is required through these Terms and Conditions to participate in Participatory Review and review Application Content from other assigned Applicants for the purposes of scoring and commenting upon the assigned Applicants. The views of Participatory Reviewers will be considered by the Competition Sponsor in ranking Applications, but the Competition Sponsor is not bound by the views or scoring of any Participatory Reviewer. While acting as a Participatory Reviewer a person is also a Judge.
1.19 "Loss" means any direct, indirect, special, incidental or consequential liabilities, damages, claims, losses, costs, expenses, actions, demands or suits, whether in contract, tort (including negligence), statute or otherwise and whether pecuniary or non-pecuniary. This includes, but is not limited to, loss of profits, legal costs and defense or settlement costs.
1.20 "Posting" means any addition, insertion or uploading of content to this Website, as well as any submission or communication made through or via this Website. For the avoidance of doubt, this includes (in the case of an Applicant) all Applications and Application Content posted by that Applicant.
1.21 "Privacy Policy" means CARROT's privacy policies and notices posted on this Website, specific pages thereof, and/or provided by CARROT in connection with the Services.
1.22 “Prohibited Activities” means any activities which the Competition Sponsor is prohibited from supporting under applicable law or its polices.
1.23 “Project” means the proposed work to be accomplished and which is required to be described in the Application that has a charitable, educational, scientific or other purpose as described in section 501(c)(3) and related regulations of the Internal Revenue Code and does not involve any Prohibited Activities or give rise to more than incidental private benefit to any other person or Entity.
1.24 “Rules” means any set of provisions that establish specific conditions, under which participants are bound, that are posted on this website, either as a notice of an extension of these Competition Terms and Conditions or in addition to these Competition Terms and Conditions. The Rules for this Competition are linked here.
1.25 "Services" means the services provided by CARROT on or via this Website and includes all Competitions.
1.26 "Third Party Sites" means sites and resources located on servers maintained by others over whom CARROT has no control.
1.27 "User" means any person who has registered a user account on this Website. The term "User" includes all Applicants.
1.28 "User Account" means Your online account with CARROT which enables You to use this Website and includes (but is not limited to) Your username, password, rating score and feedback.
1.29 "Website" means any web pages contained within this domain and any sub-domains and all underlying software and infrastructure which permits the holding of Competitions. Where the context permits, ‘Website’ or 'website' includes the Services provided on the Website.
1.30 "You" means the person or team using the Website.
1.31 "Your" means the possessive of the person or team using the Website, including a User.
2.1 You agree to be bound by this Agreement and any subsequent amendments to this Agreement, as set forth below in these Competition Terms and Conditions.
CARROT reserves the right to amend or modify this Agreement at any time, provided that if such modifications materially limit Your rights and/or expand Your obligations hereunder, CARROT will notify You electronically, such as by email or through the Website. Such material modifications will take effect on the earlier of the date You indicate Your assent (by clicking "Accept" or otherwise) or 30 calendar days after CARROT's notice. No modification of the Agreement will apply to any dispute between You and CARROT that arose prior to the effective date of the modification. If at any time You disagree with the Agreement or any modifications thereof, You may terminate this Agreement and shall cease using this Website. Your continued use of the Website after the revised Agreement becomes effective (such as following notice as set forth above) indicates that You have read, understood, and agreed to the revised Agreement. Any new or different terms supplied by You are specifically rejected by CARROT unless CARROT agrees to them in a signed writing specifically including those new or different terms.
2.2 CARROT may alter this Website from time to time by adding or removing features. This Agreement will not be affected by any alterations to this Website.
2.3 Particular Competitions may be subject to additional terms and conditions ("Competition Terms and Conditions"). Competition Terms and Conditions will apply in addition to this Agreement and will not limit this Agreement in any way unless Carrot notifies the parties to a Competition that this Agreement is amended by the Competition Terms and Conditions. If Carrot does not provide such notification to the parties, this Agreement will prevail in the event of any inconsistency between it and the Competition Terms and Conditions. The Competition Terms and Conditions include all content posted on this website, such as the RULES, Privacy Policy, Terms and Conditions, and other language specifically made available through the use of this Website.
2.4 Users may use this Website, including but not limited to those in the capacity of an Applicant. This Agreement will apply to Your use of the Website in that capacity, but Users may also include Competition Administrators or representatives of the Competition Sponsor, and any conditions placed on them as Users are identified in the Terms.
3.1 In order to participate in the Competition, You must register as a User. Participation on this Website is free.
3.2 Participation is available only to Entities that are able to form legally binding contracts under applicable law and not to individuals. If You do not accept this Agreement, You will not be permitted to participate in the Competition or otherwise access or use the Website in any way.
3.3 Without limiting Clause 3.2 above, you represent that you:
3.4 When registering as a User, You warrant that:
3.5 Except as set forth herein no individual or represented Entity may register more than once (for example, by using a different username/email). In an organization such as a university that has multiple departments, centers or units that operate semi-autonomously or with separate budgets, a department, center, or unit may register even though another department, center, or unit of the same organization has also registered for a different proposal. Different individuals who represent different departments, centers, or units of the same organization may register even though they are from the same university or organization.
3.6 Acceptance of registration is at the sole discretion of CARROT. If CARROT believes that any registration has been made in contravention of clauses 3.1, 3.2, 3.3, 3.4 or 3.5 above (or otherwise in breach of this Agreement), it may refuse to accept the registration.
3.7 You are responsible for all use of this Website made using Your User Account (and/or username/email or password), whether or not You are aware of that use or could reasonably have been aware of that use. You agree to notify CARROT immediately if You become aware of any unauthorized use of Your User Account.
3.8 Your User Account is personal to You and may not be sold, assigned, or transferred to a third party. If You attempt to sell, assign, or transfer Your User Account to a third party, CARROT may suspend or terminate Your participation at its sole discretion.
3.9 CARROT may communicate with You through the username/email that You provide at registration. You agree to notify CARROT within a reasonable time if there are any changes to Your details. If You fail to notify CARROT of any changes to Your details, You agree to waive any objection, claim, defense or recourse You might have had as a consequence of CARROT failing to communicate with You. If You change Your email address and fail to notify CARROT of the change, CARROT will be deemed to have communicated with You on the date on which it communicated with the email address most recently provided by You.
3.10 You warrant that any Content provided or posted by You (through registration or otherwise):
3.11 If CARROT believes that any Content contravenes Clause 3.10 (or any other provision of this Agreement), it may remove that Content and/or take any other steps as it deems necessary to protect itself or third parties against any Loss. To the maximum extent permitted by law, CARROT will not be liable for any Loss to any person arising from the removal of Content under this Section.
3.12 If for any reason, the Competition is not capable of running as planned, due to infection by computer virus, bugs, worms, Trojan horses, denial of service, tampering, unauthorized intervention, fraud, technical failures or any other causes beyond the control of CARROT that corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Competition, CARROT reserves the right, at its sole discretion, to disqualify any individual(s) who tamper with the process, and/or to cancel, terminate, modify, or suspend the Competition.
4.1 Subject to Clause 4.2, You may terminate Your participation at any time and without cause by notifying CARROT through this Website.
4.2 If You terminate Your participation, this Agreement and any other applicable terms and conditions will continue to apply to any Postings made by You prior to giving the notice described in Clause 4.1 above.
4.3 CARROT may, in its absolute discretion, terminate or suspend Your participation at any time and without notice if it believes that:
4.4 If CARROT terminates Your participation, CARROT may in its absolute discretion withdraw any Postings submitted or made by You. If CARROT terminates Your participation, CARROT may, at its sole discretion, immediately withdraw Your Application, which will have no force and effect from the date on which Your participation was terminated.
4.5 Subject to Clause 4.4, if CARROT suspends Your participation, any Applications or other Postings submitted or made by You may be suspended for the period in which Your participation is suspended.
4.6 If Your participation is terminated, either by You or by CARROT:
5.1 You must not use the Website to facilitate or participate in any illegal activity or engage in any activity which CARROT, in its absolute discretion, considers inappropriate. CARROT reserves the right to terminate or restrict Your access to this Website immediately and indefinitely if it suspects that You are engaging in any such behavior or are in breach of any terms of this Agreement. You agree that You will only use Your User Account and this Website for the purposes of using the Services and for no other purpose. Without limiting the foregoing, in using Your User Account and accessing the Website, You agree not to:
6.1 If You are registered as an Applicant, You agree and acknowledge that:
6.2 The Competition Sponsor reserves the right to conduct an administrative review of any Application or any Applicant in order to screen for completeness and other Application Content requirements (as described in the Competition Terms and Conditions) before distributing approved Applications to any Participatory Reviewers or Wise Heads.
6.3 Applicants permit CARROT, Lever for Change, and/or the Competition Sponsor to publish any Application, Application Content, or Content to other Applicants, Judges or other designees, as necessary, to promote greater transparency, collaboration, and follow-on investment for Applicants during the Competition. For further information regarding the ownership, sharing of Applications, Application Content, and Content, please refer to the Privacy Policy.
7.1 CARROT is not involved in any way in the formation of any contract between the Applicant and the Competition Sponsor. CARROT at no time acts as an agent for any Applicant.
7.2 CARROT will not be liable to You in any respect if a Competition Sponsor or Applicant fails to perform its obligations under this Agreement or the Competition.
7.3 The Competition Sponsor will at all times be responsible for any Award in accordance with the Agreement and the Competition Terms and Conditions. CARROT will have no liability whatsoever in respect to the failure of a Competition Sponsor to make any Award, and You acknowledge and agree that You will not take action of any kind against CARROT in respect to any claim for any Award that You may or may not have or wish to make.
8.1 The Grantee and the Competition Sponsor acknowledge and agree that once the Grantee has been chosen and notified, no Award will be made unless the Competition Sponsor and the Grantee enter into a separate agreement (the “Grant Agreement”) with the Grantee. Some of the typical provisions of the Grant Agreement are provided here for information. The Competition Sponsor reserves the right to change or add terms based on the circumstances at the time of the preparation of the Grant Agreement.
9.1 Awards, including the fair market value of goods or services you receive, are generally subject to federal income tax. You will be responsible for any tax, levy, or other charge that may arise under any applicable law from the use of this website, including from receiving any Award. You acknowledge that You will not be entitled to demand any additional payment by reason of any Award being subject to any tax, levy, or other charge in any jurisdiction. To comply with its federal tax obligations, Competition Sponsor may require you to complete an Internal Revenue Service Form w-9 or Form W-8BEN and provide valid taxpayer identification information. If you are a tax-exempt organization, you may be asked to provide Your IRS tax-exempt determination letter, Form 1023 Applications, or other relevant documents the Competition Sponsor may request in its sole discretion.
10.1 THIS WEBSITE AND SERVICES, AND ALL CONTENT ASSOCIATED THEREWITH, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CARROT AND COMPETITION SPONSOR AND THE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS OF EACH EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CARROT DOES NOT WARRANT THIS WEBSITE AND RELATED SERVICES AND THE CONTENT PROVIDED THROUGH IT, INCLUDING THE APPLICATION AND ASSOCIATED APPLICATION CONTENT, TO BE AVAILABLE, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, SOFTWARE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR USE OF THIS WEBSITE (INCLUDING THE SERVICES).
10.2 UNDER NO CIRCUMSTANCES WILL CARROT, OR COMPETITION SPONSOR OR THE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS OF EITHER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THIS WEBSITE, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, EVEN IF CARROT OR COMPETITION SPONSOR OR THE AUTHORIZED REPRESENTATIVE OF EITHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Without limiting the generality of the foregoing, You agree that CARROT, THE COMPETITION SPONSOR and their affiliates are not responsible for any Loss arising out of, or in any way connected with:
10.3 For the avoidance of doubt, You acknowledge that CARROT is a provider of an interactive computer service and that neither CARROT nor COMPETITION SPONSOR or their affiliates is a publisher under Section 230 of the Communications Decency Act of 1996, and therefore not responsible for any of the Users' Postings. If, notwithstanding the provisions of this Clause 10.3, a court of competent jurisdiction holds CARROT or COMPETITION SPONSOR liable in respect of any matters arising under or incidental to this Agreement, CARROT'S AND COMPETITION SPONSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THIS WEBSITE OR RELATED SERVICES (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) WILL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR USING THIS WEBSITE DURING THE 12 MONTHS PRECEDING YOUR CLAIM, OR, IF NO AMOUNT WAS PAID, SUCH LIABILITY WILL BE LIMITED TO $100.
10.4 You agree that CARROT, the COMPETITION SPONSOR AND LEVER FOR CHANGE and their third-party providers will not be liable or responsible for any failure in, or delay to, the provision of the Services or in CARROT, the COMPETITION SPONSOR AND/OR LEVER FOR CHANGE not complying with its obligations under this Agreement where such failure or delay has arisen as a direct or indirect result of:
10.5 The Competition Sponsor may determine in its sole discretion to close this Competition without making any Award(s) at any time. The Competition Sponsor reserves the right to stop all activity for the Competition and/or to make substantive changes to the Competition, which might preclude certain Users from participating further.
11.1 You agree to indemnify and hold CARROT, the Competition Sponsor, and their owners (as applicable), directors, officers, employees, agents and affiliates and suppliers, harmless from all claims and Losses (including legal fees) due to or arising out of or in connection with Your Application, Your Postings, Application Content, your failure to abide by the Terms and Conditions or Rules of the Competition, or Competition Information (as applicable), Your use of this Website, or Your breach of this Agreement.
12.1 Neither CARROT, the Competition Sponsor or their affiliates represent or warrant that the content on this Website complies with the laws of any country outside of the United States with respect to privacy or other rights. If You access this Website from outside the United States, You do so at Your own risk. Please also review CARROT’s Privacy Policy.
13.1 You acknowledge that, as between the parties, CARROT is the owner of all Intellectual Property Rights in and to this Website (excluding Postings or Application Content). You acknowledge that You have no Intellectual Property Rights in or to this Website or to any Postings not made directly by you except for a limited license to use this Website as necessary to participate in a Competition or evaluate the possibility of such participation.
13.2 You acknowledge that all text, graphics, user interfaces, photographs, trademarks, logos and artwork, including the design, structure, selection, coordination, expression, 'look and feel' and arrangement of such Content, provided by CARROT or its licensors on this Website is owned or licensed by or to CARROT and is protected by applicable copyright, patent and trademark laws and various other intellectual property rights and unfair competition laws. No such Content can be copied, publicly displayed, modified, sold, licensed or distributed in any way by You without CARROT's prior written consent.
13.3 You shall not use the name “John D. and Catherine T. MacArthur Foundation” or “MacArthur Foundation” or any variation, adaptation, or abbreviation thereof, or the name of any of the MacArthur Foundation’s Board members, officers, employees, or agents, or any trademark owned by the MacArthur Foundation, in any promotional material or other public announcement or disclosure, nor copied, publicly displayed, modified, sold, licensed or distributed in any way by You without the prior written consent of the MacArthur Foundation, which consent the MacArthur Foundation may withhold in its sole discretion.
14.1 From time to time, CARROT may provide, or any Content may contain, links to Third Party Sites and resources (e.g., www.youtube.com). You acknowledge that:
14.2 You acknowledge and agree that neither CARROT, the COMPETITION SPONSOR or their affiliates will be responsible or liable, directly or indirectly, for any Loss caused or alleged to be caused by or in connection with Your use of or reliance on any Content or material available on or through any Third Party Sites or resource.
15.1 In the interest of resolving disputes between You and CARROT or COMPETITION SPONSOR or Lever for Change in the most expedient and cost-effective manner, You and CARROT or COMPETITION SPONSOR or Lever for Change agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, You and CARROT or COMPETITION SPONSOR or Lever for Change are each waiving the right to a trial by jury or to participate in a class action. You further agree that any Arbitration proceeding will occur in Chicago, Illinois
15.2 Any arbitration between You and CARROT or COMPETITION SPONSOR or Lever for Change will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, 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.
15.3 A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for You, by electronic mail ("Notice"). CARROT's address for Notice is: CARROT, LLC, 11205 Lebanon Road, Suite 515, Mount Juliet, TN 37122-5545 or support@carrot.com. The COMPETITION SPONSOR’s address is the John D. and Catherine T. MacArthur Foundation, Office of the General Counsel, 140 South Dearborn Street, Chicago, IL 60603-5285. Lever for Change’s address is: Office of the General Counsel, 140 South Dearborn Street, Chicago, IL 60603-5285. The Notice must: (a) describe the nature and basis of the claim or dispute; and, (b) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 calendar days after the Notice is received, You may commence arbitration proceedings.
15.4 Any arbitration hearings will take place in Chicago, Illinois provided if the claim is for $10,000 or less, You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 calendar days of the arbitrator's ruling on the merits.
15.5 YOU AND CARROT OR COMPETITION SPONSOR OR LEVER FOR CHANGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and CARROT or COMPETITION SPONSOR OR LEVER FOR CHANGE 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.
15.6 If only Clause 15.5 is found to be unenforceable, then the entirety of this Section 15 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 17.3 shall govern any action arising out of or related to the Agreement.
16.1 If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing CARROT's copyright agent (the "Copyright Agent") with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
16.2 CARROT's designated Copyright Agent to receive notifications of claimed infringement is Copyright Agent, CARROT, LLC, 11205 Lebanon Road, Suite 515, Mount Juliet, TN 37122-5545 or support@carrot.com. You acknowledge that if you fail to comply with all of the requirements of this Section 16, your DMCA notice may not be valid.
16.3 If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:
16.4 If a counter-notice is received by the Copyright Agent, CARROT may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at CARROT's sole discretion.
17.1 As defined in Clause 1.1, this Agreement and the Rules is the entire agreement between You and CARROT relating to the subject matter herein, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between You and CARROT with respect to said subject matter. This Agreement shall not be modified except in a writing signed by both parties, or by a change made as provided in Clause 2.2. If any provision of this Agreement is invalid or unenforceable, such invalidity or unenforceability will not affect the remainder of this Agreement, which is severable from said provision and will remain in full force and effect.
17.2 If You breach any provision of this Agreement and CARROT has knowledge (either actual or constructive) of that breach, a failure to pursue legal action or to enforce any remedy against You will not constitute a waiver of its legal rights. Any waiver of rights under this Agreement must be in writing and signed by CARROT.
17.3 All matters relating to this Website and this Agreement are governed by and are to be construed according to the laws applicable in the state of Illinois, United States (without regard to any rules governing choice of law). If one or more of the exceptions from arbitration expressly set forth in Section 15 above apply, You agree unconditionally to submit to the exclusive jurisdiction of the courts in Cook County, Illinois, in relation to all matters arising out of or in any way connected with this Agreement or this Website.
17.4 CARROT may assign its rights and novate or transfer obligations which arise under this Agreement. You may not assign, novate or otherwise transfer Your rights or obligations under this Agreement without the prior written consent of CARROT. Any assignment attempted in violation of this Clause 17.4 shall be void.
17.5 The parties agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.
17.6 Unless otherwise requested in writing by You, CARROT may refer to You and Your corporate identity (if applicable) as part of promoting this Website and CARROT in the marketplace.
17.7 CARROT accepts content uploaded from Users in good faith and on the basis of warranties provided by Users. It is Your responsibility at all times to investigate and become satisfied as to the accuracy of the information provided by any other party (including all Users) on this Website. CARROT at no time makes any representations as to the accuracy of any information provided on this Website.
17.8 All notices, requests, demands, consents, approvals, offers, agreements or other communications given by You to CARROT must be emailed to CARROT at support@carrot.com.
17.9 In the interpretation of this Agreement, unless the contrary intention appears:
17.10 This Competition is designed to evaluate your Application under the Rules and the criteria used by the Judges and by the Competition Sponsor as applicable. Your odds of winning depend on the number of Applications received and the extent to which the Judges and the Competition Sponsor, as applicable, determine that your Application meets the qualifications and criteria of the Competition set forth in the Rules. This is not a sweepstakes or game of chance.
