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Terms of Use

Effective Date: November 1, 2021

Welcome to the website of The 22Carrots LLC (“22Carrots” or “we”). The following terms and conditions, together with any documents they expressly incorporate by reference, including without limitation the Privacy Policy, Privacy Notice for California Residents, and Terms of Online Sales (collectively, these “Terms of Use” or “Terms”), govern your access to and use of 22Carrots.com and any related 22Carrots websites, including without limitation any content, functionality and services offered therein (collectively, the “Site”).

Please read the Terms of Use carefully before you start to use the Site. These Terms contain a binding arbitration clause and a waiver of class action rights. If you do not want to agree to these Terms of Use, you must not access or use the Site.

BY ACCESSING, BROWSING OR USING THE SITE (INCLUDING YOUR SUBMISSION OF INFORMATION TO THIS SITE), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS OF USE, INCLUDING THE PRIVACY POLICY AND THE PRIVACY NOTICE FOR CALIFORNIA RESIDENTS (WHICH ARE INCORPORATED HEREIN FOR ALL PURPOSES), AND TO COMPLY WITH ALL APPLICABLE UNITED STATES LAWS AND REGULATIONS.

You agree that the Terms of Use, combined with your act of using the Site, have the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature. You further agree that you will not challenge the validity, enforceability, or admissibility of the Terms of Use on the grounds that it was electronically transmitted or authorized.

Eligibility

This Site is offered and available to users who are 18 years of age or older. By using this Site, you represent and warrant that you are at least 18 years of age. If you do not meet this requirement, you must not access the Site.

Contact Information

Should you have any questions about our Website or these Terms of Use Policy, please contact us at:

22Carrots LLC
99 Hudson Street, 5/F
New York NY 10013

OR via our online form

All notices of copyright infringement claims should be sent to the designated agent set forth below in the section titled, Procedure for Submitting Notification of Alleged Copyright Infringement, in the manner and means set forth therein.

Online Purchases and Other Terms and Conditions

All monthly and annual paid subscriptions, one-time contributions, purchases through the Site’s online store, and any other transactions for the sale of goods or services through the Site are governed by our Terms of Online Sales, which are hereby incorporated into these Terms of Use. Additional terms and conditions may also apply to specific portions, services, or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Site Usage

You agree to use the Site only for lawful purposes and only for your own personal, non-commercial use. You may download or print a single copy of any portion of the content provided on the Site for your personal, non-commercial use, provided you do not remove any trademark, copyright or other notice contained in such material. No other use is permitted unless otherwise expressly permitted in writing by 22Carrots. You may not, for example, use the Site:

You are prohibited from violating or attempting to violate the security measures on the Site, including, without limitation:

  1. Using the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site;
  2. Attempting to probe, scan or test the vulnerability of the system or network or to breach security or authentication measures without proper authorization;
  3. Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
  4. Attempting to interfere with service to any user, host or network, whether through any device, software, or other actions;
  5. Sending unsolicited e-mail, including promotions and/or advertising of products or services, including any “junk mail”, “chain letter”, “spam” or similar solicitation;
  6. Hijacking all or any part of the Site content, deleting or changing any Site content, deploying pop-up messages or advertising, running or displaying this Site or any Site content in frames or through similar means on another Site, or linking to the Site or any page within the Site, without our specific written permission;
  7. Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site;
  8. Using a false password or one belonging to another user or accessing data not intended for the user or logging into a server or account which such user is not authorized to access;
  9. Disclosing a password or permitting a third party to use a password or failing to notify us if a password is compromised; or
  10. Otherwise attempting to interfere with the proper working of the Site.

We have absolute discretion to determine if any use violates these rules and to act as we deem appropriate in the event of any violation. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences which may involve such violations and may involve, cooperate with, and make disclosures to, law enforcement authorities in identifying and prosecuting users who are involved in such violations.

Site Contents and Intellectual Property Rights

Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, audio, video clips, text, “look and feel”, layout, graphics, messages, files, documents, and written and other materials that appear as part of the Site (collectively, the “Contents”) whether publicly posted or privately transmitted, as well as all derivative works, features, and functionality are property owned, controlled, licensed or used with permission by 22Carrots.

The Site as a whole and its Contents are protected by copyright, trademark, trade dress and other laws and all worldwide right, title and interest in and to the Site and its Contents are owned by 22Carrots or used with permission. 22Carrots.com 22Carrots, logo, and all other trademarks and service marks appearing on this Site are property of 22Carrots or are used with permission of the owner. You agree not to display or use such marks without 22Carrots prior written permission. 22Carrots disclaims any proprietary interest in trademarks, service marks, logos, slogans, domain names and trade names other than its own.

The Contents of the Site, and the Site as a whole, are intended solely for personal, non-commercial use by the users of the Site and may not be used except as permitted in these Terms of Use. No right, title or interest in any downloaded materials or soft-ware is transferred to you as a result of any downloading or copying. Except as expressly permitted herein, you may not reproduce, republish, publish, upload, post, transmit, distribute (including by email or other electronic means), publicly display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Contents or the Site without the prior written consent of 22Carrots or the owner of such material. Nothing contained on this Site grants or should be construed as granting, any license or right to use, implied or otherwise, any trademarks, trade names, service marks, trade dress, copyrighted or other proprietary material displayed on this Site without the prior written consent of 22Carrots or the owner of such material. All rights not expressly granted herein by 22Carrots to you are reserved by 22Carrots and/or its licensors. Third-party trade names, product names and logos, contained in this Site may be the trademarks or registered trademarks of their respective owners.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of these Terms of Use, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by us. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

The information presented on or through the Site is made available solely for general informational and entertainment purposes. We may update the content on this Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material. Therefore, we do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. To the fullest extent provided by applicable law, we disclaim all liability and responsibility arising from any reliance placed on such materials by you or any visitor to the Site, or by anyone who may be informed of any of its contents.

This Site includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or re-porting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by 22Carrots, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of 22Carrots. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Requests to use the Contents for any purpose other than as permitted in these Terms should be directed to 22Carrots at the contact information provided above.

Links from the Site

If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The Site may provide certain social media features. You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. We may disable all or any social media features and any links at any time without notice in our discretion.

User Content

From time to time, 22Carrots may offer the ability for Site users to publish or upload in-formation or comments to the Site. This functionality may be reserved for registered users.22Carrots reserves the right, but has no obligation, to monitor the information or material you submit to the Site. Therefore, we assume no liability for any action or inaction regarding any transmissions, communications, or content provided by any user or third party.

All content or materials posted, submitted, published, displayed, or transmitted to the Site by users (collectively, “User Content”) must comply with the content standards set out in this section. 22Carrots will have the right to: remove or refuse to post any such User Content for any or no reason in our sole discretion, terminate or suspend your access to all or part of the Site, or take appropriate legal or other action that we deem necessary or appropriate in our sole discretion, including if we believe such User Con-tent violates or may violate these Terms of Use, infringes the intellectual property rights or other rights of a third party, threatens the personal safety of users of the Site or the public, or could create liability for 22Carrots.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS 22CARROTS AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
You will not post, download, or copy on the Site, transmit to other users, communicate any content (or links thereto), or otherwise engage in any activity on the Site that:

  1. Violates any applicable law or regulation;
  2. Promotes or enables illegal or unlawful activities;
  3. Will or does infringe the copyright, patent, trademark, trade secret or other intellectual property rights of others;
  4. Violates the privacy or publicity or other legal rights of others, or contains any material that could give rise to any civil or criminal liability under applicable laws;
  5. Misrepresents affiliation, connection or association with, any person or entity;
  6. Is intended to or likely to deceive or defraud other users of the Site;
  7. Is libelous, obscene, profane, inaccurate, sexually suggestive, offensive, threatening, defamatory, abusive, hateful or otherwise objectionable;
  8. Promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
  9. Is intended to or tends to annoy, threaten, harass, or intimidate any other users of the Site;
  10. Contains video or images of another person without his or her permission;
  11. Contains, collects or solicits personal information about a minor;
  12. Distributes another person’s personal information without his or her permission, or collects or solicits another person’s personal information for commercial or unlawful purposes; or
  13. Otherwise may be in conflict with these Terms of Use and our Privacy Policy or any other policies posted on our Site, to the extent applicable.

Other Site users may post information that is protected under copyright laws (whether or not identified as such). You agree that you will not copy, download, modify, publish, transmit, distribute, perform, display, commercially use, or sell any 22Carrots or third-party proprietary information available on or through the Site.

Any User Content you post to the Site will be considered non-confidential and non-proprietary. By posting information or content to any public or member’s area of the Site, you grant, and you represent and warrant that you have the right to grant, to 22Carrots and its affiliates, licensees, successors and assigns an irrevocable, perpetual, non-exclusive, fully-paid up, royalty-free, worldwide license to use, reproduce, publicly perform, publicly display and distribute and otherwise disclose such information and content, and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. By posting to our Site, you further represent and warrant that all User Content does and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not 22Carrots, have full responsibility for such content and information, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Site.

Accessing the Site and Account Security

We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users. You are responsible for both making all arrangements necessary for you to have access to the Site, and ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy, including our Privacy Notice for California Residents as applicable, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of in-formation as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Digital Millennium Copyright Act

In the event of an alleged copyright infringement, 22Carrots shall act expeditiously in accordance with the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. § 512) and will take steps to have the allegedly infringing material removed or access to such material blocked.

Procedure for Submitting Notification of Alleged Copyright Infringement

It is our policy to respond to notices of alleged copyright infringement that comply with the DMCA. With respect to copyright infringement, the DMCA requires 22Carrots to have a designated agent to receive notices of alleged copyright infringement. For any content accessible on the Site that you believe infringes your copyright, please send a written notice of alleged copyright infringement to 22Carrots designated agent at the following address:

Your written notification of alleged copyright infringement should include all of the following information:

  1. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are to be covered by a single notification, a representative list of such works;
  2. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit 22Carrots to locate the material on its server;
  3. Information reasonably sufficient to permit 22Carrots to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;
  4. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by you, your agent, or the law;
  5. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
  6. Your physical or electronic signature.

Counter Notification Procedures

If you believe that material you posted on the Site was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us by submitting written notification to our copyright agent designated above. The DMCA allows us to restore the removed content if the party filing the original DMCA notification does not file a court action against you within ten (10) business days of receiving the copy of your counter notification. Pursuant to the DMCA, the counter notification must include substantially the following:

  1. An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;
  2. Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address);
  3. A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;
  4. A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Site may be found) and that you will accept service from the person (or an agent of that person) who provided the Site with the complaint at issue; and
  5. Your physical or electronic signature.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Procedure for Submitting Notification of Alleged Intellectual Property Infringement (other than copyright infringement)

If you believe that any content posted using this Site infringes the intellectual property that you own or are licensed to enforce (other than your copyright), please send a written notification to the address provided above, or via email: editor@22Carrots.com

Your Privacy Rights

All information we collect on this Site is subject to our Privacy Policy and our Privacy Notice for California Residents. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy and Privacy Notice for California Residents, as applicable.

Geographic Restrictions

The owner of the Site is based in the State of New York in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Indemnification

You shall indemnify, defend and hold harmless 22Carrots and its affiliates, licensors, and service providers, and its and their respective officers, directors, members, managers, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all damages, losses, claims, judgments, actions, and fees (including reasonable attorneys’ fees) brought by you or any third party arising out of or resulting from: (a) your use of or inability to use the Site, or your use of any information obtained from the Site, (b) the infringement by you of any intellectual property rights of any person or entity, (c) your violation of the Terms, (d) any content or data entered by you, including any User Contributions, (e) the breach of any warranty or representation made by you in the Terms, or (f) your violation of any applicable laws, rules or regulations.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LI-ABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATE-RIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PRO-GRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CONTENT, SERVICES, INFORMATION AND ACCESS TO THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. 22CARROTS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE IN TER 22CARROTS DOES NOT WARRANT THAT ANY PART OF THE SITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT TRANSMISSION TO OR FROM THE SITE AND ACCESS TO THE SITE WILL BE UNINTERRUPTED, CONTINUOUS, OR ERROR-FREE, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 22CARROTS OR ANY OF ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, ATTORNEYS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE, ANY WEBSITES LINKED TO IT, OR ANY INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THE SITE OR SUCH OTHER WEBSITES, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF 22CARROTS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Dispute Resolution and Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. YOU AND 22CARROTS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

Any controversy, claim, or dispute arising out of or related to these Terms, the Site, or the relationship of the parties, including, but not limited to, alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved by binding arbitration according to the procedures set forth in this paragraph. NOTWITHSTANDING THE FOREGOING, THE PARTIES HEREBY AGREE AND ACKNOWLEDGE THAT ANY ACTION BY 22CARROTS OR ANY OF ITS AFFILIATES OR SUBSIDIARIES FOR: (i) TRADE SECRET MISAPPROPRIATION; (ii) PATENT INFRINGEMENT; (iii) COPYRIGHT INFRINGEMENT OR MISUSE; OR (iv) TRADEMARK INFRINGEMENT OR DILUTION SHALL NOT BE SUBJECT TO ARBITRATION UNDER THIS SECTION. If we are unable to resolve any Dispute through in-formal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the American Arbitration Association Consumer Arbitration Rules (the “Arbitration Rules”). The arbitration shall be conduct-ed in New York City, New York before a single neutral arbitrator appointed in accordance with the Arbitration Rules. To the fullest extent permitted by law, the arbitrator shall not have the power to award indirect, punitive, special or consequential damages against any party. Arbitration costs and fees shall be determined in accordance with the Arbitration Rules and applicable law. Each party shall be responsible for paying its own attorneys’ fees, costs and expenses, regardless of which party prevails, but a party may recover any or all of its attorneys’ fees, costs and expenses from another party if the arbitrator, applying applicable law, so determines. You agree to arbitration on an individual basis. No Dispute may be arbitrated on a class or representative basis and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

Judgment on the award rendered by the arbitrator, if any, may be entered for enforcement purposes in any court having jurisdiction thereof. BY AGREEING TO THESE TERMS, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO PRESENT A DISPUTE IN COURT, RIGHT TO A JURY TRIAL, AND ANY RIGHT IT MAY HAVE TO JOIN CLAIMS OR DISPUTES WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE.

ANY DEMAND FOR ARBITRATION SHALL BE MADE WITHIN A REASONABLE TIME AFTER THE DISPUTE HAS ARISEN, PROVIDED THAT ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

You agree that any claim or controversy excluded from arbitration pursuant to the terms of this provision or determined by an arbitrator or court of competent jurisdiction to be excluded from this Section (“Excluded Claim”) shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. You hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in New York City, New York, for the adjudication of any Excluded Claim, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that you is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed or operate to preclude a party from bringing suit or taking other legal action against the other party in any other jurisdiction to enforce a judgment or other court ruling in favor of such party.

No Waiver

22Carrots failure to enforce strict performance of any provision of these Terms of Use will not constitute a waiver of 22Carrots right to subsequently enforce such a provision or any other provision of these Terms, nor will any delay or omission on the part of 22Carrots to exercise or take advantage of any right or remedy that 22Carrots has or may have hereunder, operate as a waiver of any right or remedy.

Severability

In the event that any of the provisions of these Terms shall be held by a court, arbitrator or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portion hereof shall remain in full force and effect and such a provision shall be en-forced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provisions valid and enforceable.

Modification

22Carrots, in its sole discretion, reserves the right to update, revise, supplement and otherwise modify these Terms of Use, and to impose new or additional terms and conditions on your use of the Site from time to time. Such updates, revisions, supplements, modifications and additional rules, polices, terms and conditions will be effective immediately upon posting to the Site. You agree to review the Terms upon each visit to the Site. Your continued use of the Site following the posting of revised Terms of Use will be deemed to conclusively indicate your acceptance of the revised Terms.

Entire Agreement

The Terms of Use, our Privacy Policy, our Privacy Notice for California Residents, and our Terms of Online Sales constitute the sole and entire agreement between you and 22Carrots regarding the Site and supersede all prior and contemporaneous under-standings, agreements, representations, and warranties, both written and oral, regarding the Site.

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