Terms of Service

Last Updated on September 13th, 2022

Table of Contents

Welcome to Carat! By signing up as a Carat Administrator ("Admin" as defined in Section 1), Carat App Account ("Account" as defined in Section 2) or by using any Carat Services (as defined below) you are agreeing to be bound by the following terms and conditions (the "Terms of Service").

As used in these Terms of Service, “we”, “us”, “our” and “Carat” means Carat App Ltd (as defined in Section 13 below), and “you” means the Carat User (if registering for or using a Carat Service as an individual), or the business employing the Carat User (if registering for or using a Carat Service as a business) and any of its affiliates.

Carat provides an event and rewards platform that enables destinations to reward customers for various activities. Among other features, this platform includes a range of tools for merchants to build and customize the Carat App experience("Carat Events"), provide external links (including web, mobile, social media, online marketplaces and other online locations (“App Services”) and in person (“Admin Services”)), manage directories, information, marketing and advertising, and engage with existing and potential customers. Any such service or services offered by Carat are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time at this link.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including Carat's Acceptable Use Policy (“AUP”) and Privacy Policy before you may sign up for a Carat Account or use any Carat Service.

Everyday language summaries are provided for convenience only and appear in bold near each section, but these summaries are not legally binding. Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements. By using Carat or any of our services, you are agreeing to these terms. Be sure to occasionally check back for updates.

1. Account Terms for Carat Administrators

Which Means

You are responsible for your Account, the Materials you upload to the Carat Service and the operation of your Carat Events or License. If you violate Carat's terms of service, we may cancel your service access. If we need to reach you, we will communicate via the Primary Email Address.

To access and use the Services, Carat Administrators ("Admins) must work through the onboarding process as outlined by Carat. Information provided that Carat will use for business purposes include Business Name, Business Address, contact information for a representative of the Business and any other information indicated as required. Carat may cancel existing Carat Administrators for violations of our Acceptable Use Policy, at our sole discretion.
You must be 18 years or older in the jurisdiction where you reside and from which you use the Services.
You confirm that you are receiving any Services provided by Carat for the purposes of conducting business activities and not for personal, household or family reasons.
You acknowledge that contact information provided to Carat for the purpose of Carat Services will be used as the primary method for communication with you.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of Carat Services, use of the Services or access to the Services without the express written permission by Carat.
Technical support in respect of the Services is only provided to Admin. Questions about the Terms of Service should be sent through our contact form or by sending an email to support@caratapp.io.
You understand that management of content within a Carat Event (see Section 3) is at the discretion of the Admin after completion of the Carat onboarding process. Any Materials uploaded via the Destination Dashboard will be displayed to Carat App Users and is subject to our Acceptable Use Policy. "Materials" means Your Trademarks, copyright content, products, services, photos, images, videos, graphics, written content, audio files, information or other data provided or made available to you or your affiliates to Carat App Ltd or its affiliates.
Admins are expected to hold the rights or have the permission to use Materials uploaded or shared with Carat or its affiliates. If you believe an Admin or Carat Event is in violation of your Rights as an Intellectual Property owner, please contact Carat immediately or read further within Section 10 of our Terms of Service.
Materials may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
As an Admin, your contact information will be linked to your Carat App User Account. Section 2 outlines additional terms that apply to your Carat App User Account.
In some instances, a separate Admin Services Agreement ("Agreement") will be required to proceed with Services. In those instances, the Agreement will act as an addendum to the Account Terms.

2. Account Terms for Carat App Users

Which Means

You are responsible for your Account, the information you share to the Carat App and the events that you join within the Carat App. If you violate Carat's terms of service, we may cancel your account. If we need to reach you, we will communicate via the Primary Email Address.

You accept that other Terms (Admin Terms) may apply when joining Carat Events from within the app. These terms will vary depending on the Event. Data associated with your Account will be shared with Carat Admins when you join the associated Carat Event.

To access and use the Services, you must register for a Carat account ("Account"). To complete your Account registration, you must provide First Name, valid email address and any other information indicated as required within the Carat App. Carat may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
You must be 18 years or older to open an Account.
You confirm that you are using the Services for the purpose of engaging with community programs, events and merchant promotions as defined within the Carat App or our Customers.
You understand that the Terms of Service defined here are not all encompassing, with unique Terms & Conditions (Admin Terms) outlined within any Carat Events you join while using the app. The Terms & Conditions for a Carat Event can be found within the Carat App under More > Terms & Conditions.
Information provided within the App that is linked to your Account will be shared with third parties (Carat Admins) after you have joined a Carat Event and accepted the Admin Terms. You can choose to delete your data at any time from within the app, or adjust your privacy settings through the App Transparency features. For more information on how your data is used, please view the Privacy Policy for Users of Carat App.

3. Carat Events

Which Means

The Carat App hosts a variety of different events, programs, rewards and promotional campaigns ("Carat Events") to make it easy for Users to participate in multiple events.

Carat Events can be joined within the app by entering a Carat ID or by searching for a public event. By joining a Carat Event, you are acknowledging and agreeing to the Terms outlined here as well as the Terms and Conditions of the Carat Administrator ("Admin Terms"). Admin Terms can be found within the App for each individual Carat Event.

For Admins

Administration of a Carat Event is handled by a Carat Admin (outlined in Section 1), including but not limited to reward offers, messages, destinations, events and schedule listings and maps. During the onboarding process of a new Carat Admin, content will be submitted to Carat to assist in the preliminary build of a Carat Event. The content shared with Carat during this process is subject to the Terms of Service outlined within this document under Section 1 & 4 as Materials.
After the preliminary onboarding process, Admins are expected to maintain the content within their Carat Event using our Services, including but not limited to the Destination Dashboard.
Carats rewarded to Users within a Carat Event are exclusive to each Carat Event. Rewards and prizes offered in exchange for Carats will be administered by the Admin of the Carat Event.
Prizes, giveaways and redemptions are subject to applicable laws within your jurisdiction. In some instances, some restrictions may apply. You are expected to offer a set of Terms and Conditions ("Admin Terms") that are exclusive to your Carat Event and its users.
Issues surrounding the information displayed, prizes offered, destination listings and more are between Users of your Carat Event and the Admin.

For Users

For users of the Carat App, Carat offers a quick solution to join multiple Carat Events. Users can earn rewards across each event separately.
Joining a Carat Event can be done by entering a 4-digit PIN or by searching by location. By joining a Carat Event, you are subject to the Admin Terms outlined within the app.
Information associated with your account will be shared with the Admins of the Carat Event. Visit our Privacy Policy for more details on how we use your data.

4. Carat Rights

Which Means

Carat has the right to control who we make our Services available to and we can modify them at any time.

We also have the right to refuse or remove Materials from any part of the Services, including an Admin's Carat Event or User submitted content.

We may offer our services to your competitors, but we will never share confidential information with them in doing so. In the event of an ownership dispute over a Carat Account or Admin, we can freeze the Account or transfer it to the rightful owner, as determined by us.

The Services have a range of features and functionalities. Not all Services or features will be available to all Admins at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms or Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
Carat does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the Materials uploaded or posted to the Services violate our Acceptable Use Policy or these Terms of Service.
Verbal or written abuse of any kind of Carat employees, member or users will result in immediate Admin termination.
We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge that Carat may also be customers of Carat Users and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.

5. Your Responsibilities

Which Means

For Admins, you are responsible for your Carat Events, the prizes you offer and your relationship to users that have opted into your Carat Event.

You acknowledge and agree to provide public-facing contact information, Terms & Conditions and transparency around Prize fulfillment on your Carat Event.
You acknowledge and agree that Carat is not the administrator of your Carat Event, and any contract of rewards, redemptions and prize giveaways is directly between the Admin and the User. You are responsible for the operation of your Carat Event, your Materials, the rewards and information you provide through the Services, and all aspects of the redemptions between you and your User(s).
You agree to upload and maintain a separate Terms of Service that acts as an addendum to these Terms of Service for the associated Carat Event, providing transparency to Carat App Users that have opted in to your Carat Event.
You are solely responsible for the rewards and giveaways that you may offer through the Services (including descriptions, value, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.
You may not use the Carat Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) or the laws applicable to you in your customer’s jurisdiction. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your Carat Event or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.

6. Confidentiality

Which Means

Both you (Carat Admins) and Carat agree to use Confidential Information of the other only to perform the obligations within the Terms of Service. Confidential Information must be protected and respected.

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Carat and Admin, Admin Data, Carat Event Data and User Data is the Confidential Information of Carat.
Each Party agrees to use the other Party’s/ies’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

7. Limitation of Liability and Indemnification

Which Means

We are not responsible for damages or lawsuits that arise if you break the law, breach this agreement or go against the rights of a third party. The Service is provided on an "as is" and "as available" basis. We provide no warranties and our liability is limited in the event of error or interruptions.

Carat App Ltd will have no liability with respect to the Carat App, the Service, the Destination Dashboard, Carat Trademarks or Carat's obligations under this Agreement or otherwise for any direct, indirect, consequential, exemplary, incidental, special or punitive damages, including but not limited to, damages for losses of profits, goodwill, use, data or other damages arising from your use of the Services, the Carat App, the Destination Dashboard, our website, or participation or inability to participate in a Carat Event, even if Carat has been advised of the possibility of such damages. In any event, Carat's liability to Admins under this Agreement for any reason will be limited to the Fees paid to Carat by Admins during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. Under no circumstances will Carat be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to an Admin's relationship with its users. These limitations will apply even if Carat have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

8. Intellectual Property and Your Materials

Which Means

Anything uploaded by a Carat Admin remains yours (if it was yours) and is your responsibility. However, Carat can use and publish materials you upload. Anything uploaded to Carat through its services remains the property and responsibility of its initial owner.

However, Carat will receive a license of materials published through our platform that we may use to operate and promote our Services.

We do not claim ownership of the Materials you provide to Carat; however, we do require a license to those Materials. You grant Carat a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favor of Carat and agree that this waiver may be invoked by anyone who obtains rights in the materials through Carat, including anyone to whom Carat may transfer or grant (including by way of license or sublicense) any rights in the Materials.
If you owned the Materials before providing them to Carat then, despite uploading them to your Carat Event they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Carat Event by contacting us directly. Removing your Carat Event does not terminate any rights or licenses granted to the Materials that Carat requires to exercise any rights or perform any obligations that arose during the Term.
You agree that Carat can, at any time, review and delete any or all of the Materials submitted to the Services, although Carat is not obligated to do so.
You grant Carat a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Carat Event (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Carat requires the license to exercise any rights or perform any obligations that arose during the Term.

9. Additional Services

Which Means

While using our Destination Dashboard, Carat Rewards or any other services provided by Carat, all Terms of Service apply.

We are not responsible for third party services, so use them at your own risk. If you choose to use Third Party Services on the Carat platform, you consent to us sharing your data (and potentially the data of your Carat Event and Users) to those services. If you use Third Party Services you agree that we do not provide a warranty, so get advice beforehand.

Beta Services may be offered from time to time. They are not a part of the regular Services, and they might errors or change at any time. Use Beta Services at your own risk; we are not responsible for any losses or harm that might come from using a Beta Service. You may be required to keep your participation in the Beta Services Confidential.

Destination Dashboard

Access to and use of the Destination Dashboard requires that you have an active Carat Event and are a Carat Admin with privileges to the associated Carat Event.
Access to the Destination Dashboard gives Admins a significant amount of control over the Materials displayed within their Carat Event. Carat is not held responsible for damages, inaccuracies or issues that may arise from administration within the Destination Dashboard panel.
If issues arise while using the Destination Dashboard, contact us directly for support.

Third Party Services & Partners

Carat may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via our website and the Destination Dashboard. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
Any use by you of Third Party Services offered through the Services is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Carat may receive a revenue share from Third Party Providers that Carat recommends to you or that you otherwise engage through your use of the Services or Carat's website.
We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Carat has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Carat's websites or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Carat. Carat does not guarantee the availability of Third Party Services and you acknowledge that Carat may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Carat is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service.
If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Carat is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.
Google Maps is a Third Party Service that is used within the Services. Your use of the Services is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, Google Maps and Google Earth Additional Terms of Service and Google Privacy Policy as it may be amended by Google from time to time.
The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Carat is not obligated to intervene in any dispute arising between you and a Third Party Provider.
Under no circumstances will Carat be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Partner. These limitations will apply even if Carat has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
You agree to indemnify and hold us and (as applicable) our Company, employees, and Partners harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

Beta Services

From time to time, Carat may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all Admins (“Beta Services”). Beta Services are not part of the Services, and Beta Services may be subject to additional terms and conditions, which Carat will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Carat Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Carat’s prior written consent. Carat makes no representations or warranties that the Beta Services will function. Carat may discontinue the Beta Services at any time in its sole discretion. Carat will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Carat may change or not release a final or commercial version of a Beta Service in our sole discretion.

10. DMCA Notice and Takedown Procedure

Which Means

Carat respects intellectual property rights and you should too. If we receive a DMCA Notice, we may disable access or remove the allegedly infringing content from the platform. If you don't think the claim is valid, you can send a counter notification. If you believe one of our Admins or Carat Events is infringing your intellectual property rights, you can send Carat a DMCA Notice. We will expeditiously disable access or remove the content and notify the Admin.

Carat supports the protection of intellectual property and asks Carat Admins to do the same. It's our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our Admins is infringing their intellectual property rights, they can send a DMCA Notice to Carat's team using our contact form or by sending an email to support@caratapp.io. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the Admin can reply with a counter notification using our contact form or by sending an email to support@caratapp.io if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material.

11. Privacy and Data Protection

Which Means

Carat's use and collection of personal information is governed by our Privacy Policy.

For Carat Administrators, they can find Carat's use and collection of personal information at the respective link.

For Users of the Carat App, they can find Carat's use and collection of personal information at the respective link.

Carat is committed to protecting the privacy of your personal information and the personal information of Carat App Users. By using the Service, you acknowledge and agree that Carat's collection, usage and disclosure of this personal information is governed by our Privacy Policy.

12. Term and Termination

Which Means

To initiate a termination of your Carat Event, you must contact us directly.

To initiate a termination of your Carat Account, use the Carat app option under Edit Profile.

We reserve the right to terminate any Carat Event or Carat Account at any time.

For Admins

The term of these Terms of Service will begin on the date of completed registration for use of a Service and continue until terminated by us or by you, as provided below (the "Term").
For Admins, the terms of your Carat Event are outlined by Carat and its affiliates during the onboarding process. The Terms of Service and any supplemental Agreements with the Admin of a Carat Event begin on the date of the first Carat Event unless otherwise noted.
To initiate the terms of your Carat Event, please contact us directly and then follow the instructions indicated to you by the Carat team.
Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activitiy in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

For Users

For Users, you may cancel your Account and terminate the Terms of Service at any time by contacting us directly or by visiting the 'Edit Profile' page within the Carat App.
Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activitiy in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
Upon termination of the Services by either party for any reason, Carat will cease providing you with the Services and you will no longer be able to access your Account;

13. Modifications

Which Means

If we make a material change to the Terms of Service that adversely affects your rights under the Terms of Service or your use of our Services in a material way, we will notify you in advance (unless the change relates to legal requirements or to prevent abuse of our Services, among other things).

For App Users

We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending a message to your Account, providing notice through the Carat Destination Dashboard or by similar means. However, Carat may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

For Admins

We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Admin contact information, providing notice through the Carat Destination Dashboard or by similar means. However, Carat may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

14. General Conditions

The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Carat and govern your use of the Services and your Account, superseding any prior agreements between you and Carat (including, but not limited to, any prior versions of the Terms of Service).
The failure of Carat to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.
Save for Carat and its affiliates, you or anyone accessing Carat Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.
All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Carat will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Carat’s prior written consent, to be given or withheld in Carat’s sole discretion.
If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Account Terms for Carat Administrators), 2 (Account Terms for Carat App Users), 3 (Carat Events), 5 (Your Responsibilities), 6 (Confidentiality), 7 (Limitation of Liability and Indemnification), 8 (Intellectual Property and Your Materials), 9 (Third Party Services), 11 (Privacy and Data Protection), 12 (Term and Termination), 13 (Modifications), and 14 (General Conditions) will survive the termination or expiration of these Terms of Service.

Carat App Ltd 155 N College Ave, Suite #230 Fort Collins, CO 80524 United States

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Last updated 2 years ago

Terms of Service

Last Updated on September 13th, 2022

Table of Contents

1. Account Terms for Carat Administrators

Which Means

To access and use the Services, Carat Administrators ("Admins) must work through the onboarding process as outlined by Carat. Information provided that Carat will use for business purposes include Business Name, Business Address, contact information for a representative of the Business and any other information indicated as required. Carat may cancel existing Carat Administrators for violations of our Acceptable Use Policy, at our sole discretion.
You must be 18 years or older in the jurisdiction where you reside and from which you use the Services.
You confirm that you are receiving any Services provided by Carat for the purposes of conducting business activities and not for personal, household or family reasons.
You acknowledge that contact information provided to Carat for the purpose of Carat Services will be used as the primary method for communication with you.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of Carat Services, use of the Services or access to the Services without the express written permission by Carat.
Technical support in respect of the Services is only provided to Admin. Questions about the Terms of Service should be sent through our contact form or by sending an email to support@caratapp.io.
You understand that management of content within a Carat Event (see Section 3) is at the discretion of the Admin after completion of the Carat onboarding process. Any Materials uploaded via the Destination Dashboard will be displayed to Carat App Users and is subject to our Acceptable Use Policy. "Materials" means Your Trademarks, copyright content, products, services, photos, images, videos, graphics, written content, audio files, information or other data provided or made available to you or your affiliates to Carat App Ltd or its affiliates.
Admins are expected to hold the rights or have the permission to use Materials uploaded or shared with Carat or its affiliates. If you believe an Admin or Carat Event is in violation of your Rights as an Intellectual Property owner, please contact Carat immediately or read further within Section 10 of our Terms of Service.
Materials may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
As an Admin, your contact information will be linked to your Carat App User Account. Section 2 outlines additional terms that apply to your Carat App User Account.
In some instances, a separate Admin Services Agreement ("Agreement") will be required to proceed with Services. In those instances, the Agreement will act as an addendum to the Account Terms.

2. Account Terms for Carat App Users

Which Means

To access and use the Services, you must register for a Carat account ("Account"). To complete your Account registration, you must provide First Name, valid email address and any other information indicated as required within the Carat App. Carat may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
You must be 18 years or older to open an Account.
You confirm that you are using the Services for the purpose of engaging with community programs, events and merchant promotions as defined within the Carat App or our Customers.
You understand that the Terms of Service defined here are not all encompassing, with unique Terms & Conditions (Admin Terms) outlined within any Carat Events you join while using the app. The Terms & Conditions for a Carat Event can be found within the Carat App under More > Terms & Conditions.
Information provided within the App that is linked to your Account will be shared with third parties (Carat Admins) after you have joined a Carat Event and accepted the Admin Terms. You can choose to delete your data at any time from within the app, or adjust your privacy settings through the App Transparency features. For more information on how your data is used, please view the Privacy Policy for Users of Carat App.

3. Carat Events

Which Means

The Carat App hosts a variety of different events, programs, rewards and promotional campaigns ("Carat Events") to make it easy for Users to participate in multiple events.

For Admins

Administration of a Carat Event is handled by a Carat Admin (outlined in Section 1), including but not limited to reward offers, messages, destinations, events and schedule listings and maps. During the onboarding process of a new Carat Admin, content will be submitted to Carat to assist in the preliminary build of a Carat Event. The content shared with Carat during this process is subject to the Terms of Service outlined within this document under Section 1 & 4 as Materials.
After the preliminary onboarding process, Admins are expected to maintain the content within their Carat Event using our Services, including but not limited to the Destination Dashboard.
Carats rewarded to Users within a Carat Event are exclusive to each Carat Event. Rewards and prizes offered in exchange for Carats will be administered by the Admin of the Carat Event.
Prizes, giveaways and redemptions are subject to applicable laws within your jurisdiction. In some instances, some restrictions may apply. You are expected to offer a set of Terms and Conditions ("Admin Terms") that are exclusive to your Carat Event and its users.
Issues surrounding the information displayed, prizes offered, destination listings and more are between Users of your Carat Event and the Admin.

For Users

For users of the Carat App, Carat offers a quick solution to join multiple Carat Events. Users can earn rewards across each event separately.
Joining a Carat Event can be done by entering a 4-digit PIN or by searching by location. By joining a Carat Event, you are subject to the Admin Terms outlined within the app.
Information associated with your account will be shared with the Admins of the Carat Event. Visit our Privacy Policy for more details on how we use your data.

4. Carat Rights

Which Means

Carat has the right to control who we make our Services available to and we can modify them at any time.

We also have the right to refuse or remove Materials from any part of the Services, including an Admin's Carat Event or User submitted content.

The Services have a range of features and functionalities. Not all Services or features will be available to all Admins at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms or Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
Carat does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the Materials uploaded or posted to the Services violate our Acceptable Use Policy or these Terms of Service.
Verbal or written abuse of any kind of Carat employees, member or users will result in immediate Admin termination.
We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge that Carat may also be customers of Carat Users and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.

5. Your Responsibilities

Which Means

For Admins, you are responsible for your Carat Events, the prizes you offer and your relationship to users that have opted into your Carat Event.

You acknowledge and agree to provide public-facing contact information, Terms & Conditions and transparency around Prize fulfillment on your Carat Event.
You acknowledge and agree that Carat is not the administrator of your Carat Event, and any contract of rewards, redemptions and prize giveaways is directly between the Admin and the User. You are responsible for the operation of your Carat Event, your Materials, the rewards and information you provide through the Services, and all aspects of the redemptions between you and your User(s).
You agree to upload and maintain a separate Terms of Service that acts as an addendum to these Terms of Service for the associated Carat Event, providing transparency to Carat App Users that have opted in to your Carat Event.
You are solely responsible for the rewards and giveaways that you may offer through the Services (including descriptions, value, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.
You may not use the Carat Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) or the laws applicable to you in your customer’s jurisdiction. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your Carat Event or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.

6. Confidentiality

Which Means

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Carat and Admin, Admin Data, Carat Event Data and User Data is the Confidential Information of Carat.
Each Party agrees to use the other Party’s/ies’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

7. Limitation of Liability and Indemnification

Which Means

8. Intellectual Property and Your Materials

Which Means

However, Carat will receive a license of materials published through our platform that we may use to operate and promote our Services.

We do not claim ownership of the Materials you provide to Carat; however, we do require a license to those Materials. You grant Carat a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favor of Carat and agree that this waiver may be invoked by anyone who obtains rights in the materials through Carat, including anyone to whom Carat may transfer or grant (including by way of license or sublicense) any rights in the Materials.
If you owned the Materials before providing them to Carat then, despite uploading them to your Carat Event they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Carat Event by contacting us directly. Removing your Carat Event does not terminate any rights or licenses granted to the Materials that Carat requires to exercise any rights or perform any obligations that arose during the Term.
You agree that Carat can, at any time, review and delete any or all of the Materials submitted to the Services, although Carat is not obligated to do so.
You grant Carat a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Carat Event (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Carat requires the license to exercise any rights or perform any obligations that arose during the Term.

9. Additional Services

Which Means

While using our Destination Dashboard, Carat Rewards or any other services provided by Carat, all Terms of Service apply.

Destination Dashboard

Access to and use of the Destination Dashboard requires that you have an active Carat Event and are a Carat Admin with privileges to the associated Carat Event.
Access to the Destination Dashboard gives Admins a significant amount of control over the Materials displayed within their Carat Event. Carat is not held responsible for damages, inaccuracies or issues that may arise from administration within the Destination Dashboard panel.
If issues arise while using the Destination Dashboard, contact us directly for support.

Third Party Services & Partners

Carat may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via our website and the Destination Dashboard. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
Any use by you of Third Party Services offered through the Services is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Carat may receive a revenue share from Third Party Providers that Carat recommends to you or that you otherwise engage through your use of the Services or Carat's website.
We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Carat has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Carat's websites or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Carat. Carat does not guarantee the availability of Third Party Services and you acknowledge that Carat may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Carat is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service.
If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Carat is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.
Google Maps is a Third Party Service that is used within the Services. Your use of the Services is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, Google Maps and Google Earth Additional Terms of Service and Google Privacy Policy as it may be amended by Google from time to time.
The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Carat is not obligated to intervene in any dispute arising between you and a Third Party Provider.
Under no circumstances will Carat be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Partner. These limitations will apply even if Carat has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
You agree to indemnify and hold us and (as applicable) our Company, employees, and Partners harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

Beta Services

10. DMCA Notice and Takedown Procedure

Which Means

11. Privacy and Data Protection

Which Means

Carat's use and collection of personal information is governed by our Privacy Policy.

For Carat Administrators, they can find Carat's use and collection of personal information at the respective link.

For Users of the Carat App, they can find Carat's use and collection of personal information at the respective link.

12. Term and Termination

Which Means

To initiate a termination of your Carat Event, you must contact us directly.

To initiate a termination of your Carat Account, use the Carat app option under Edit Profile.

We reserve the right to terminate any Carat Event or Carat Account at any time.

For Admins

The term of these Terms of Service will begin on the date of completed registration for use of a Service and continue until terminated by us or by you, as provided below (the "Term").
For Admins, the terms of your Carat Event are outlined by Carat and its affiliates during the onboarding process. The Terms of Service and any supplemental Agreements with the Admin of a Carat Event begin on the date of the first Carat Event unless otherwise noted.
To initiate the terms of your Carat Event, please contact us directly and then follow the instructions indicated to you by the Carat team.
Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activitiy in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

For Users

For Users, you may cancel your Account and terminate the Terms of Service at any time by contacting us directly or by visiting the 'Edit Profile' page within the Carat App.
Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activitiy in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
Upon termination of the Services by either party for any reason, Carat will cease providing you with the Services and you will no longer be able to access your Account;

13. Modifications

Which Means

For App Users

We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending a message to your Account, providing notice through the Carat Destination Dashboard or by similar means. However, Carat may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

For Admins

We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Admin contact information, providing notice through the Carat Destination Dashboard or by similar means. However, Carat may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

14. General Conditions

The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Carat and govern your use of the Services and your Account, superseding any prior agreements between you and Carat (including, but not limited to, any prior versions of the Terms of Service).
The failure of Carat to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.
Save for Carat and its affiliates, you or anyone accessing Carat Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.
All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Carat will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Carat’s prior written consent, to be given or withheld in Carat’s sole discretion.
If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Account Terms for Carat Administrators), 2 (Account Terms for Carat App Users), 3 (Carat Events), 5 (Your Responsibilities), 6 (Confidentiality), 7 (Limitation of Liability and Indemnification), 8 (Intellectual Property and Your Materials), 9 (Third Party Services), 11 (Privacy and Data Protection), 12 (Term and Termination), 13 (Modifications), and 14 (General Conditions) will survive the termination or expiration of these Terms of Service.

Carat App Ltd 155 N College Ave, Suite #230 Fort Collins, CO 80524 United States

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Last updated 2 years ago