These Terms of Use are entered into by and between you and The Golden Carrot LLC (“We,” “Us,” or “Our”).  The following terms and conditions, along with the accompanying Privacy Policy and any additional documents expressly incorporated by reference (collectively, “Terms”) govern all use of Our website located at www.thegoldencarrot.com (the “Website”) and all content, services and products available at or through the Website.  In order to use the Website, access the information contained on the Website, or purchase products provided for sale through the Website, you must first read these Terms and the accompanying Privacy Policy and agree without modification to all of the terms and conditions contained therein.

We may modify these Terms from time to time in our sole discretion without notice.  When We do make changes to these Terms, we will revise the “last updated” date at the top of these Terms.  You understand and agree that your use of the Website is governed by the Terms effective at the time of your use and your continued use of the Website after any changes have been made indicated your acceptance of the changes.  Thus, you should read these Terms carefully before each use of the Website so that you are aware of any modifications.

BY ACCESSING AND/OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS.  IF YOU DO NOT AGREE TO THE FOLLOWING TERMS AND CONDITIONS YOU MUST STOP ALL USE OR ACCESS OF THE WEBSITE.

1. Use of Content and Ownership.
2. The contents of the Website, such as text, graphics, images, information, and other material contained on the Website (collectively, “Content”), may be protected by copyright under both United States and foreign laws.  Content may incorporate information that is owned by a third party or information obtained by Us from a third party.  As between you and Us, ownership of the Content, including the design, organization, and layout of the Website, remains exclusively with Us.  Any use of the Content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.  Content and features are subject to change or termination without notice in Our sole discretion.  Content may contain inaccuracies or typographical errors.  All rights not expressly granted to you herein are reserved to Us.
3. Subject to your compliance with these Terms, We grant you a limited, non-exclusive, non-transferrable, revocable license to access the Website in order to view, download or print no more than five (5) copies of the Content solely for your personal, noncommercial use.  All printed copies of Content should include the following copyright notice: “Copyright © 2017, The Golden Carrot LLC. All Rights Reserved.” and other copyright and proprietary rights notices that are contained in the Content.  Except as otherwise expressly permitted under copyright law, you may not copy, download, print, remove, publish, redistribute, modify, transmit, display, sell, prepare derivative works based on or in any way exploit any Content without the express written permission of Us.  Any special rules for the use of certain Content accessible on the Website may be included elsewhere within the Website and are incorporated into these Terms by reference.
4. As between Us and you, We retain all right, title and interest, including, without limitation, all rights of copyright, patent, trademark, trade secret, and any other equivalent rights under applicable law, and all registrations, applications, renewals, extensions, continuations, divisions, reissues, or improvements thereof relating to the foregoing rights (collectively, “Intellectual Property Rights”) in and to all Content.  Except as expressly provided in these Terms, you will not, through use of the Website, by virtue of these Terms or otherwise, acquire any rights whatsoever in any Content.
5. To use the Website, you must be 18 years of age or older and have the requisite power and authority to enter into these Terms.  If you violate any of these Terms, your permission to use the Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Content.  
6. Using the Website.
7. In order to use the Website, you must have the legal capacity to contract under the laws of the State from which you are accessing the Website.  Minors (i.e., individuals under the age of eighteen) may not use the Website.  
8. When you first purchase products offered by Us at the Website, you will be required to select a username and password (“Account Credentials”).  In creating your account, you must accurately provide all required information.  You may not impersonate someone else, create an account for someone else, provide another’s email or create multiple accounts.  You are responsible for maintain the confidentiality of your Account Credentials.  You are fully responsible for all activities that occur through the use of your Account Credentials.
9. We may modify, update, interrupt, suspend or discontinue the Website at any time without notice and in its sole discretion.  The Website may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications.  We are not responsible for any delays, failures or other damage resulting from such problems.
10. We retain the right, in our sole discretion, to determine whether your use of the Website is consistent with these Terms.  We may suspend, restrict or terminate your use of the Website if we determine your use fails to comply with these Terms.  
11. Restrictions on Use.
12. In connection with your use of the Website, you represent and warrant that you:

1. are at least 18 years of age and have the legal capacity to enter into binding contracts;
2. will not modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Website;
3. will not transmit, or procure the sending of, any advertising or promotional material, without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation;
4. will not infringe or violate the rights of any third party, including without limitation, Intellectual Property Rights, as well as privacy, publicity or contractual rights;
5. will not access, retrieve, scrape, index, download or copy any information contained on the Website through artificial  means, including but not limited to spiders, bots, hacking devices and other means;
6. will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit the Content for any commercial, educational, or any other non-personal purpose;
7. will not attempt to gain unauthorized access to the Website, other user accounts, or other computer systems or networks connected to the website;
8. will not use the Website in any way that could interfere with the rights of Us or the rights of other users of the Website;
9. will not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of content on the Website, or features that enforce limitations on the use of the Website;
10. will not post any defamatory, illegal, infringing or misappropriated content to the Website;
11. will not alter information on or obtained from the Website;
12. will not use the Website for any purpose in violation of local, state, national, or international laws; and
13. will not assist any third party in the foregoing.

4. Third Parties.
5. Third Party Sites. The Website may include links to other websites or applications (“Third Party Sites”).  We do not control or endorse any Third Party Site.  You agree that your use of a Third Party Site is at your own risk and that We are not responsible for the availability or contents of any Third Party Site.  
6. Additionally, certain of the content, features and functionality on the Website may be provided by third parties (“Third Party Content”).  You use of and interaction with Third Party Content may be subject to separate terms and conditions.  You acknowledge that these Terms will not apply to your use of the Third Party Content and that you will be subject to and comply with the terms of use offered by such third parties.  YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE OR OTHERWISE LIABLE FOR THIRD PARTY CONTENT OR THE ACTS OR OMISSIONS OF THIRD PARTIES AND THAT ANY CLAIMS OR OTHER CAUSES OF ACTION WILL BE BROUGHT AGAINST THE APPLICABLE THIRD PARTY AND NOT US.
7. User Generated Content.
8. Certain features of the Website may allow you to interact with the Website by posting comments, writing reviews, and/or other interactive functionality (all such submissions and all information relating to such submissions shall be collectively referred to as “User Generated Content”).  By submitting User Generated Content to the Website, you hereby represent and warrant that:

1. You own all rights in your User Generated Content and/or you have obtained all necessary rights in your User Generated Content to enable you to grant to Us the rights in your User Generated Content described herein and to allow Us to exercise all rights to such User Generated Content;
2. You have paid and/or will pay all fees and other obligations, of any kind, relating to any use of your User Generated Content;
3. Your User Generated Content is not defamatory in nature, and the posting or use of your User Generated Content does not infringe the Intellectual Property Rights, privacy rights, rights to publicity or any other legal or moral rights of any third party;
4. You will not stalk, threaten, harass, or invade the privacy of other users of the Website or others;
5. Your User Generated Content will not constitute, aid, or encourage conduct that is a crime, tort, civil offense, or otherwise violates any laws, rules or regulations; and
6. You will not use any trademark or any copyrighted material owned by Us without a license of other permission to do so.

1. You acknowledge and agree that the Website does not feature any technology that would prevent other users from copying and/or redistributing your User Generated Content and that your User Generated Content will be copied.
2. You acknowledge and agree that We have no obligation to pay or reimburse you for any use or copying of your User Generated Content.
3. Ownership and License Rights for User Generated Content.
4. Subject to the non-exclusive rights you grant to Us under this Agreement, you retain ownership of your copyrights and other intellectual property or proprietary rights in your User Generated Content.
5. You hereby grant to Us a worldwide, royalty-free, fully paid up, perpetual, freely-transferable, freely sublicensable, non-exclusive license to use, reproduce, modify, transmit, publicly perform, distribute, display, and create derivative works from your User Generated Content, in any form, media, or technology.  
6. You agree that We may remove posted User Generated Content in our sole discretion.
7. Prohibited User Generated Content.  You acknowledge and agree not to submit, generate, and/or post any User Generated Content that, in our sole judgment, is detrimental to Us, including content that appears to be:

(i) untrue, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive to another person's privacy or protected data, hateful, or racially, ethnically or otherwise objectionable;

(ii) infringing or alleged to be infringing upon a third party's rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party, including, without limitation, any content that is the subject of any third party claim of infringement;

(iii) of a type that you do not have a right to transmit under any law or under contractual or fiduciary relationships, such as inside information and proprietary and confidential information;

(iv) unsolicited, undisclosed or unauthorized advertising;

(v) software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

(vi) data or information obtained through access that was not authorized by the owner of the data or information, or with respect to which such posting would constitute unauthorized use; or

(vii) in violation of any applicable local, state, national or international law, regulation, or statute (including export laws).

8. Privacy.  We have an established a privacy policy to explain to you how your personal information is collected and used by Us and third parties.  Please review the privacy policy to understand our practices.  The privacy policy is located here: [ADD HYPERLINK TO PRIVACY POLICY]
9. Sales.  All purchases made through the Website are subject to the accompanying Terms of Sale.  [ADD HYPERLINK TO TERMS OF SALE].  
10. Notice and Communications.  You agree that We may communicate with you under these Terms through email, postal service, or by posting any notices on the Website.
11. Disclaimer of Warranties.
12. YOUR USE OF THE WEBSITE AND THE CONTENT IS AT YOUR OWN RISK.
13. WE ARE NOT RESPONSIBLE FOR ANY VIRUSES OR OTHER ROUTINES THAT HARM YOUR COMPUTER OR SOFTWARE, WHICH YOU MAY COME IN CONTACT WITH WHILE USING THE WEBSITE; NOR ARE WE RESPONSIBLE FOR ANY FAILURE, MECHANICAL OR OTHERWISE, OF THE WEBSITE OR OF ANY CONTENT OR SERVICES AVAILABLE THROUGH THE WEBSITE.  FURTHERMORE, WHEN USING THE WEBSITE, INFORMATION WILL BE TRANSMITTED OVER A MEDIUM THAT MAY BE BEYOND THE CONTROL AND JURISDICTION OF US.  ACCORDINGLY, WE ASSUME NO LIABILITY FOR OR RELATING TO ANY DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION OR MATERIAL TRANSMITTED TO OR RECEIVED FROM THE WEBSITE.
14. THE WEBSITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” BASIS.  WE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
15. TO THE BEST OF OUR KNOWLEDGE, THE INFORMATION CONTAINED IN THE CONTENT IS ACCURATE.  HOWEVER, WE MAKE NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, THAT THE CONTENT INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE IS ACCURATE, RELIABLE, CURRENT OR CORRECT; THAT THE CONTENT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  
16. Limitation of Liability.
17. IN NO EVENT SHALL WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, LICENSORS, CONTRACTORS, AND AGENTS BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THESE TERMS, YOUR USE OF OR INABILITY TO USE THE WEBSITE, OR YOUR USE OF THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, LICENSORS, CONTRACTORS, AND AGENTS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. Without limiting Section 12(a), any claims arising from the Terms, the Website, and/or the Content must but brought within one (1) year of the date of the event giving rise to such action occurred.  Remedies under these Terms are exclusive and are limited to those expressly provided for in these Terms.
19. Arbitration.  YOU AND US BOTH AGREE TO RESOLVE DISPUTES BY BINDING ARBITRATION. UNLESS YOU AND US AGREE OTHERWISE, THE ARBITRATION WILL TAKE PLACE IN HOBOKEN, NEW JERSEY AND SHALL BE ADMINISTERED IN ACCORDANCE WITH THE RULES OF THE FEDERAL ARBITRATION ACT AND THE AMERICAN ARBITRATION ASSOCIATION.  YOU AND US UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY WAY.
20. Indemnification.  You agree to indemnify, defend, and hold harmless Us, our affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to: (i) your use of and access to the Website; (ii) your use of the Content; (iii) your use, posting, etc. of User Generated Content; and (iv) your violation of these Terms.
21. Rights Reserved.  We reserve the right to refuse service or terminate your access to the Website or any of the Website’s services or features, including, without limitation, if We believes that your conduct violates applicable laws or is harmful to the interests of Us.
22. Governing Law.  These Terms and the relationship between you and Us will be governed by the laws of the State of New Jersey, without regard to conflict of law provisions.  Without limiting the Section of these Terms entitled “Arbitration,” You agree and consent to the exclusive jurisdiction of the state or federal courts located in New Jersey and waive any defense of lack of personal jurisdiction, improper venue or inconvenient forum.
23. Geographic Restrictions.  We are based in the state of New Jersey in the United States.  We make no claims that the Website or any of its contents is accessible or appropriate outside of the United States.  Access to the Website may not be legal by certain persons or in certain countries.  If you access the Website from outside of the United States, you do so on your own initiative, at your sole risk, and you are responsible for compliance with all applicable foreign laws.
24. Severability.  These Terms are severable.  If any provision contained in these Terms is found to be illegal, invalid or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and the illegal, invalid or unenforceable provision shall be deemed modified so that they are legal, valid, and enforceable to the maximum extent permitted by law.

19. Entire Agreement.  The Terms contain the entire agreement between you and Us regarding the use of the Website and the purchase of products through the Website, and supersede any prior agreement, whether written or oral, between you and Us regarding the subject matter contained in these Terms.