Via G. Garibaldi, 8

I-22021 Bellagio, CO, Italy

1.8 “Bellagio Center Residency Program“ or “Residency Program" means the program in which applicants designated by The Rockefeller Foundation are invited to advance a specific project over four weeks at the Bellagio Center. Applicants can include practitioners, academics, and artists working in any discipline or area of study. Projects can be based on any topic but must demonstrate clear social benefit or charitable purpose.

1.9 "Carrot" means Carrot, an organization, with a place of business at 11205 Lebanon Road, Suite 515, Mount Juliet, TN 37122-5545.

1.10 "Carrot Affiliate" means an entity affiliated with Carrot by ownership or common ownership or any subsidiary of Carrot, such as RAMPIT, LLC.

1.11 "Content" means any information, files, text, code, material, images, data, sounds, graphics, software, photos, designs, software downloads, goods, services documents, layouts, applet, CGI interfaces, descriptions, illustrations, catalogues, advertisements, audio and video material or specifications contained in or referred to in this Website, obtained through or via this Website or available to be viewed by accessing any part of this Website (which may be out of date or superseded), whether it be obtained directly or indirectly, in any machine or human readable format. Without limiting the foregoing, “Content” includes any Application submitted through or via this Website.

1.12 "Intellectual Property Rights" means all intellectual property rights of any type whatsoever throughout the world including all rights which subsist in copyright, patent rights, or trademark rights, whether or not such rights are registered or capable of being registered.

1.13 "Loss" means any direct, indirect, special, incidental or consequential liabilities, damages, claims, losses, costs, expenses, actions, demands or suits, whether in contract, tort (including liability due to infringement of intellectual property rights or due to negligence), statute or otherwise and whether pecuniary or non-pecuniary. This includes, but is not limited to, loss of profits, legal costs and defense or settlement costs.

1.14 "Posting(s)" means any addition, insertion or uploading of Content to this Website, as well as any submission or communication made through or via this Website. For the avoidance of doubt, this includes, in the case of an Applicant, all Applications and Application Content provided or posted by that Applicant (through registration or otherwise).

1.15 "Privacy Policy" means the privacy policies and notices posted on this Website, specific pages thereof, and/or provided by Carrot in connection with the Services.

1.16 “Related Parties” means for The Rockefeller Foundation trustees, officers and staff of the Foundation, as well as non-trustee members of the Investment Committee, any living spouse, domestic partner, parent, sibling, child or other family member or individual with whom there is an intimate personal and/or economic relationship. For trustees, directors, officers, key employees and persons exercising the power of such positions, the following living relatives:

1. His or her parents, step-parents, grandparents and step grandparents;
2. His or her siblings and half-siblings;
3. The spouses of his or her siblings and half-siblings;
4. His or her spouse or domestic partner;
5. His or her children, grandchildren, and great-grandchildren;
6. The spouse of each of his or her children, grandchildren, and great grandchildren; and,
7. Other family member or individual with whom there is an intimate personal or economic relationship.

1.17 "Residency Program Information" means all Content provided in relation to the Residency Program provided by Carrot and/or the Residency Program Sponsor.

1.18 "Residency Program Sponsor" means The Rockefeller Foundation. The Rockefeller Foundation is located at 420 Fifth Avenue, New York, NY 10018.

1.19 "Resident’s Agreement" has the meaning given to that term in Section 2.3.

1.20 "Services" means the services provided by Carrot in connection with the Application process for the Residency Program on or via this Website.

1.21 "Third Party Sites" means sites and resources located on servers maintained by others over whom Carrot has no control.

1.22 "User" means any person who has registered a user account on this Website. The term, "User," includes all Applicants.

1.23 "User Account" means Your online account with Carrot which enables You to use this Website and includes (but is not limited to) Your username and password.

1.24 "Website" means any web pages contained within this domain and any sub-domains and all underlying software and infrastructure which permits the hosting of the application process for the Residency Program including the submission of Applications. Where the context permits, ‘Website’ or 'website' includes the Services provided on the Website.

1.25 "You" means the person using the Website, including a User.

1.26 "Your" means the possessive of the person using the Website, including a User.

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2. Agreement to be Bound

2.1 Use of this Website is subject to this Agreement and all applicable laws and regulations. By accessing and using the Website or Services, You indicate that You understand and intend this Agreement to be the legal equivalent of a signed, written contract and equally binding, and You accept, without limitation or qualification, this Agreement and any subsequent amendments to this Agreement, as set forth below.

2.2 Carrot reserves the right to amend or modify these Terms and Conditions at any time without notice, provided that if such modifications materially limit Your rights and/or expand Your obligations hereunder, Carrot will notify You electronically, such as by email or through the Website. Such material modifications will take effect on the date You indicate Your assent (by clicking "Accept" or otherwise) or the date of notification by Carrot, whichever is earlier. No modification of this Agreement will apply to any dispute between You and Carrot that arose prior to the effective date of the modification. If at any time You disagree with this Agreement or any modifications thereof, You may terminate this Agreement and shall cease using this Website. Your continued use of the Website after the revised Agreement becomes effective (such as following notice as set forth above) indicates that You have read, understood, and agreed to the revised Agreement. Any new or different terms supplied by You are specifically rejected by Carrot unless Carrot agrees to them in a signed writing specifically including those new or different terms.

2.3 As also stated in Section 8 of the Application Rules, Applicants who are Accepted into the Residency Program will be required to enter into a separate agreement directly with the Residency Program Sponsor ("Resident’s Agreement"). The terms of the Resident’s Agreement are separate from this Agreement.

2.4 Carrot reserves the right at any time and from time to time to alter or discontinue, temporarily or permanently, this Website, the Services and/or any information, opportunities or services provided in connection with the Website or Services at their sole discretion and with or without notice. This Agreement will not be affected by any alterations to this Website or Services. You agree that neither Carrot nor Residency Program Sponsor will be liable to You or to any third party for any alteration, suspension or discontinuance of the Website or Services.

3. Website Usage

3.1 In order to submit an Application to any Residency Program, You must register as a User.

3.2 Access to the Website and the ability to submit an Application is available only to individuals that are able to form legally binding contracts under applicable law. If You do not accept this Agreement, You will not be permitted to participate in the Residency Program and are precluded from accessing or using this Website in any way.

3.3 By recognizing Your acceptance of this Agreement, either by registering for a User Account, by submitting an Application, and/or by accessing and using this Website, You represent and warrant that You are not:

1. An individual outside the age of consent to enter into a legally binding agreement under applicable law;
2. A person whose User Account or participation in the Residency Program has been permanently suspended or terminated under Section 4 below;
3. A person who resides in or is a citizen of countries that are prohibited by law, regulation (including United States or other applicable export laws and regulations), treaty or administrative act from entering into trade relations (including export of technology) with the United States or its citizens;
4. Subject to sanctions; or,
5. In breach or violation of any applicable laws.

3.4 When submitting an Application or registering for a User Account, You represent and warrant to Carrot and the Residency Program Sponsor that:

1. You are 18 years of age or older, and You are applying on Your own behalf and in Your own name as a representative of Yourself;
2. You have full legal capacity and power to enter into and perform Your obligations under this Agreement; and,
3. You agree to act in good faith and in accordance with this Agreement.

3.5 No individual may register for a User Account or submit an Application more than once (for example, by using a different username/email).

3.6 Acceptance of registration of a User Account is at the sole discretion of Carrot and the Residency Program Sponsor. If Carrot or the Residency Program Sponsor believes that any registration has been made in contravention of clauses 3.1, 3.2, 3.3, 3.4 or 3.5 above (or otherwise in breach of this Agreement), it may refuse to accept the registration.

3.7 You are responsible for all use of this Website made in submitting Your Application or using Your User Account (and/or username/email or password), whether or not You are aware of that use or could reasonably have been aware of that use. You agree to notify Carrot immediately if You become aware of any unauthorized use of Your User Account.

3.8 Your User Account is personal to You and may not be sold, assigned, or transferred to a third party and You may not disclose Your User Account’s username/email or password. If You attempt to sell, assign, or transfer Your User Account to a third party or disclose Your User Account’s username/email or password to an unauthorized individual, Carrot may suspend or terminate Your User Account at its sole discretion.

3.9 Carrot may communicate with You through the username/email that You provide at registration. You agree to notify Carrot within a reasonable time if there are any changes to Your details. If You fail to notify Carrot of any changes to Your details, You agree to waive any objection, claim, defense, or recourse You might have had as a consequence of Carrot failing to communicate with You. If You change Your email address and fail to notify Carrot of the change, Carrot will be deemed to have communicated with You on the date on which it communicated with the email address most recently provided by You.

3.10 You warrant that any Content provided or posted by You (through registration or otherwise):

1. Is not false, inaccurate, misleading, or fraudulent;
2. Does not infringe any third party's Intellectual Property Rights or other rights arising at law or otherwise;
3. Is not obscene, defamatory, libelous, threatening, or harassing;
4. Does not violate any applicable law;
5. Does not contain or describe pornography and is not otherwise harmful to persons under the age of 18 years;
6. Will not create liability for Carrot or the Residency Program Sponsor or cause either to lose the services of its internet service providers or other suppliers (in whole or in part); and,
7. Will not create liability for the Residency Program Sponsor or Carrot of any kind.

3.11 If Carrot believes that any Content contravenes Section 3.10 (or any other provision of this Agreement), it may remove such Content and/or take any other steps as it deems necessary to protect itself or third parties against any Loss. To the maximum extent permitted by law, Carrot will not be liable for any Loss to any person arising from the removal of Content under this Section.

3.12 Unlawful, plagiarized, third-party Intellectual Property Rights infringing, unintelligible, illegible, obscene, indecent, or incomplete Applications will be disqualified in the Residency Program at Sponsor's or Carrot’s sole discretion. The Residency Program Sponsor and Carrot reserve the right to scrutinize all Applications or User Accounts for these requirements at any time during or after the Residency Program.

4. Terminating Your User Account

4.1 Subject to Section 4.2, a User may terminate their User Account at any time and without cause by notifying Carrot through this Website.

4.2 If a User terminates their User Account, this Agreement and any other applicable terms and conditions will continue to apply to any Content shared or provided by You prior to giving the notice described in Section 4.1 above.

4.3 Carrot may, in its absolute discretion, terminate or suspend Your User Account at any time and without notice if it believes that:

1. You have breached this Agreement or any other applicable terms and conditions, laws or regulations;
2. You have acted in a way which is unlawful, or which may create liability for You, Carrot, other Applicants, our internet service providers, the Residency Program Sponsor or any other supplier;
3. Carrot is unable to verify any Content or information provided by You;
4. Other Users give negative feedback about You, which Carrot determines in its absolute discretion is worthy of termination; or
5. You have acted or represented Yourself in any way that Carrot or the Residency Program Sponsor deems that your termination is appropriate.

4.4 If Carrot suspends or terminates Your User Account, Carrot may in its absolute discretion, immediately: (a) withdraw any Posting submitted or made by You; and/or (b) withdraw Your Application, which will have no force and effect from the date on which Your User Account was suspended or terminated.

4.5 If Your User Account is terminated, either by You or by Carrot:

1. You are no longer authorized to access this Website or use the Services; and,
2. All restrictions imposed on You, licenses granted by You, and all indemnities, disclaimers, and limitations of liability set out in this Agreement, including Sections 9 (Limitations of Liability) and 10 (Indemnities), will survive, along with Sections 12 (Intellectual Property), 14 (Arbitration) and 16 (Miscellaneous).

5. Unauthorized Use or Access of this Website

5.1 You must not use the Website to facilitate or participate in any illegal activity or engage in any activity which Carrot, in its absolute discretion, considers inappropriate. Carrot reserves the right to terminate or restrict Your access to this Website immediately and indefinitely if it suspects that You are engaging in any such behavior or are in breach of any terms of this Agreement. You agree that You will only use Your User Account and this Website for the purposes of using the Services and for no other purpose. Without limiting the foregoing, in using Your User Account or using the Website or Services, You agree not to:

1. Use Your User Account in a fraudulent or illegal manner, or email or otherwise send any materials from Your User Account which are offensive, unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable, or otherwise violate any applicable law or regulation;
2. Stalk, harass, or harm another individual;
3. Impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
4. Violate, infringe, or misappropriate any person’s or entity’s Intellectual Property Rights, privacy, publicity, or other legal rights;
5. Send advertising, chain letters, junk mail, spam or any other type of unsolicited electronic communications;
6. Provide, post or share any Content or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
7. Send, post, share or provide Content of any kind which contains a virus, spyware, malware or other harmful, disruptive, or destructive component;
8. Transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the Services, this Website or any servers, software, hardware or equipment connected to or via the Website;
9. Intentionally or negligently use Your User Account or the Website or Services in a way that degrades performance of this Website or Services to other persons;
10. Manipulate, or attempt to manipulate, the administration of any Residency Program;
11. Use Your User Account or any mechanism, software or other scripts in relation to the Website which could disrupt or interfere with the Services, Website or any servers, software, hardware or equipment connected to or via the website;
12. Restrict or inhibit any other Applicant from using or enjoying the Website or Services;
13. Use any means to scrape or crawl any web pages contained on the Website;
14. Attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Website or Services; or,
15. Advocate, encourage, or assist any third party in doing any of the foregoing.

6. Terms Specific to Applicants

6.1 If You are an Applicant, You agree and acknowledge that:

1. In submitting an Application, you are bound by this Agreement and all Residency Program Information relating to the Residency Program;
2. Carrot and the Residency Program Sponsor do not guarantee the accuracy of the Residency Program Information (or other Content posted on the Website) or ownership of any Content, or that you will be Accepted into the Residency Program;
3. Carrot does not control the decisions of the Residency Program Sponsor, and You hereby release Carrot and Residency Program Sponsor from any claims You may have in relation to the decisions of the Residency Program Sponsor;
4. Carrot and Residency Program Sponsor are not responsible for any Content provided by other Users or for the accuracy of Content provided by other Users, and you hereby release Carrot and Residency Program Sponsor from any claims You may have in relation to such Postings or Content;
5. In the event that You have any dispute with another Applicant or other User, You hereby release Carrot and Residency Program Sponsor from all claims of any kind arising from such dispute; and
6. An Application will be deemed to have been logged at the time that it is received by Carrot. You agree that neither Carrot nor the Residency Program Sponsor is responsible for any Entry not being received due to technical reasons or otherwise.

6.2 By submitting an Application and otherwise participating in the Application process for the Residency Program, You hereby irrevocably grant to Carrot and the Residency Program Sponsor a non-exclusive, royalty free, sub-licensable, worldwide, license and right to use Your Application and any other applicable Content provided by You to the extent necessary to administer the Residency Program, and to publicly perform and publicly display portions of the Application and any other applicable Content, including, without limitation, for advertising and promotional purposes relating to the Residency Program. If You are Accepted, as a condition to participating in the Residency Program, You hereby grant Carrot and the Residency Program Sponsor a non-exclusive, perpetual, royalty free, sub-licensable, worldwide, license and right to post on this Website and/or the Residency Program Sponsor’s website and social media platforms portions of your Application and Application Content.

7. Carrot's Relationship with Applicant and Residency Sponsor

7.1 Carrot is not involved in any way in the formation of any contract or agreement between any Applicant and the Residency Program Sponsor. Carrot at no time acts as an agent for any Applicant or Residency Program Sponsor.

7.2 Carrot will not be liable to You in any respect if a Residency Program Sponsor or Applicant fails to perform its obligations under the Residency Program.

7.3 The Residency Program Sponsor will at all times be responsible for rendering of decisions on Applications and/or Acceptance in accordance with this Agreement. Carrot will have no liability whatsoever in respect to the failure of the Residency Program Sponsor to render any such decisions, and You acknowledge and agree that You will not take action of any kind against Carrot in respect to any claim related to such Application or any decisions regarding Acceptance.

8. Disclaimer of Warranties

8.1 THIS WEBSITE AND SERVICES, AND ALL CONTENT ASSOCIATED THEREWITH, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Carrot AND RESIDENCY PROGRAM SPONSOR AND THE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS OF EACH EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CARROT AND RESIDENCY PROGRAM SPONSOR DO NOT WARRANT THIS WEBSITE AND RELATED SERVICES AND THE CONTENT PROVIDED THROUGH IT, INCLUDING THE ENTRIES AND ASSOCIATED ENTRY CONTENT, TO BE AVAILABLE, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, SOFTWARE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR USE OF THIS WEBSITE (INCLUDING THE SERVICES).

9. Limitations of Liability

9.1 UNDER NO CIRCUMSTANCES WILL CARROT OR RESIDENCY PROGRAM SPONSOR OR THE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS OF EITHER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THE RESIDENCY PROGRAM, SERVICES OR THIS WEBSITE, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, EVEN IF CARROT OR RESIDENCY PROGRAM SPONSOR OR THE AUTHORIZED REPRESENTATIVE OF EITHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9.2 Without limiting the generality of the foregoing, You agree that neither Carrot nor the Residency Program Sponsor are responsible for any Loss arising out of, or in any way connected with:

1. Delay or inability to access or use this Website;
2. Reliance on any Residency Program Information or other Content;
3. The transmission of any computer virus, however occurring;
4. Any unauthorized access to, modification or alteration of Content;
5. Any Content sent or received or not sent or received;
6. Any transaction entered into through this Website;
7. Any infringement of rights, including Intellectual Property Rights;
8. Any threatening, defamatory, obscene, offensive, harmful, inappropriate or illegal Content or conduct of any party;
9. Any Content sent by any third party using and/or included in this Website;
10. Termination of Your access to the Website or Your User Account or Your participation in the Residency Program; or,
11. Any delays, interruptions, inaccuracies, errors, omissions or cessation of services.

9.3 For the avoidance of doubt, You acknowledge that Carrot is a provider of an interactive computer service and that neither Carrot nor Residency Program Sponsor is a publisher under Section 230 of the Communications Decency Act of 1996, and therefore not responsible for any of the Users' Postings. If, notwithstanding the provisions of this Section 9.3, a court of competent jurisdiction holds Carrot or Residency Program Sponsor liable in respect of any matters arising under or incidental to this Agreement, Carrot’s and Residency Program Sponsor’s total liability to You for all damages, losses, and causes of action arising out of or relating to this Agreement or Your use of this Website or Services (whether in contract, tort including negligence, warranty, or otherwise) will in no event exceed the amount paid by You for using this Website during the 12 months preceding Your claim, or, if no amount was paid, such liability will be limited to $100.

9.4 You agree that neither Carrot nor Residency Program Sponsor nor the third-party providers of either will be liable or responsible for any failure in, or delay to, the provision of the Website or Services or in Carrot nor Residency Program Sponsor complying with its obligations under this Agreement where such failure or delay has arisen as a direct or indirect result of:

1. Fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or industrial strike;
2. Telecommunications failure, hardware failure or software failure;
3. The failure of any third party to fulfill any obligations to Carrot or Residency Program Sponsor; or,
4. Any other circumstance or event which is or is not within the reasonable control of Carrot or Residency Program Sponsor.

9.5 At any time, the Residency Program Sponsor may discontinue the Residency Program and for any reason, under which conditions the Residency Program Sponsor may determine not to accept Applications or make any decisions regarding any Acceptance, and the Residency Sponsor is not obligated to provide any reason or justification for such a decision.

9.6 You agree that the Residency Program Sponsor and Carrot:

1. Shall not be responsible or liable for any Loss or injuries of any kind (including death) resulting from participation in the Residency Program or any Residency Program-related activity, or from Your participation in the Application process, and,
2. Have not made any warranty, representation, or guarantee, express or implied, in fact or in law, with respect to this Website or any Acceptance decisions, including, without limitation, regarding the Website’s merchantability or fitness for a particular purpose. The Residency Program Sponsor and Carrot assume no responsibility for any damage to Your computer system which is occasioned by accessing the Website or participating in the Residency Program, or for any computer system, phone line, hardware, software, or program malfunctions, or other errors, failures, delayed computer transmissions, or network connections that are human or technical in nature.

10. Indemnity

10.1 You agree to indemnify, defend, and hold each of the Residency Program Sponsor, Residency Program Sponsor’s affiliates and member companies, Carrot, and their owners, officers, employees, agents and suppliers (collectively, the “Indemnified Parties”), harmless from any and all claims, actions, proceedings and/or Losses (including legal fees) due to or arising out of or in connection with Your Application or other Content, the Residency Program, Residency Program Information and other Content (as applicable), Your use of this Website, or Your breach of this Agreement. In connection with the foregoing indemnification obligations, You agree not to accept any settlement which does not provide the Indemnified Parties with a complete release or imposes liability not covered by these indemnifications or places restrictions on any of the Indemnified Parties without the Indemnified Parties’ prior written consent (which consent will not be unreasonably withheld).  The Indemnified Parties may participate in the defense of any claim through their own counsel, at their own expense.

11. Access to the Website Outside of the United States

11.1 Neither Carrot nor Residency Program Sponsor represents or warrants that the Content on this Website complies with the laws of any country outside of the United States. If You access this Website from outside the United States, You do so at Your own risk.

12. Intellectual Property

12.1 You acknowledge that, as between You and Carrot, Carrot is the owner of all Intellectual Property Rights in and to this Website (excluding Postings). You acknowledge that You have no Intellectual Property Rights in or to this Website or to any Postings not made directly by you except for a limited license to use this Website as necessary to, as applicable, submit Applications, participate in a Residency Program or evaluate the possibility of such participation. For avoidance of doubt, Residency Program Sponsor shall be a third-party beneficiary of these Terms and Conditions.

12.2 You acknowledge that all text, graphics, user interfaces, photographs, trademarks, logos and artwork, including the design, structure, selection, coordination, expression, 'look and feel' and arrangement of such Content, provided by Carrot or its licensors on this Website is owned or licensed by or to Carrot and is protected by applicable copyright, patent and trademark laws and various other intellectual property rights and unfair competition laws. No such Content can be copied, publicly displayed, modified, sold, licensed or distributed in any way by You without Carrot's prior written consent. You shall not use the name “Bellagio Center Residency Program” or any variation, adaptation, or abbreviation thereof, or the name of any of The Rockefeller Foundation’s Board members, officers, employees, or agents, or any trademark, insignia or program identifier-owned by The Rockefeller Foundation (including, without limitation, “The Rockefeller Foundation” name and mark), in any promotional material or other public announcement or disclosure, nor copied, publicly displayed, modified, sold, licensed or distributed in any way by You without the prior written consent of The Rockefeller Foundation, which consent The Rockefeller Foundation may withhold in its sole discretion.

13. Third Party Sites

13.1 From time to time, Carrot may provide, or any Content may contain, links to Third Party Sites and resources. You acknowledge that:

1. Neither Carrot nor Residency Program Sponsor has any control over Third Party Sites and resources;
2. Neither Carrot nor Residency Program Sponsor is responsible for the availability of such external sites or resources; and,
3. Neither Carrot nor Residency Program Sponsor endorses nor is either responsible for any content, advertising, products, services or other materials on or available from such sites or resources.

13.2 You acknowledge and agree that neither Carrot nor Residency Program Sponsor will be responsible or liable, directly or indirectly, for any Loss caused or alleged to be caused by or in connection with Your use of or reliance on any Content or material available on or through any Third-Party Sites or resource.

14. Arbitration

14.1 In the interest of resolving disputes between You and Carrot and/or Residency Program Sponsor in the most expedient and cost-effective manner, You and Carrot and Residency Program Sponsor agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms and Conditions. You understand and agree that, by entering into these Terms and Conditions, You and Carrot and Residency Program Sponsor are each waiving the right to a trial by jury or to participate in a class action.

14.2 Any arbitration between You and Carrot and/or Residency Program Sponsor will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA RULES") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA RULES and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.

14.3 A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for You, by electronic mail ("Notice"). Carrot's address for Notice is: 11205 Lebanon Road, Suite 515, Mount Juliet, Tennessee 37122-5545 United States or email us. Residency Program Sponsor’s address for Notice is: 420 5th Ave, New York, New York 10018 United States or by email. Any Notice must: (a) describe the nature and basis of the claim or dispute; and, (b) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 calendar days after the Notice is received, You may commence arbitration proceedings.

14.4 Any arbitration hearings will take place at a location to be agreed upon by the parties to the arbitration or, if a location cannot be agreed upon, then it will be agreed upon by the arbitrator(s), provided that if the claim is for $10,000 or less, You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA RULES. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 calendar days of the arbitrator's ruling on the merits.

14.5 YOU AND CARROT AND RESIDENCY PROGRAM SPONSOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and Carrot or Residency Program Sponsor agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

14.6 If only Section 14.5 is found to be unenforceable, then the entirety of this Section 14 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 16.3 shall govern any action arising out of or related to this Agreement.

15. Digital Millennium Copyright Act

15.1 If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Carrot's copyright agent (the "Copyright Agent") with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. 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 the service provider to locate the material;
4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
6. 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.

15.2 Carrot's designated Copyright Agent to receive notifications of claimed infringement is Copyright Agent, Carrot, 11205 Lebanon Road, Suite 515, Mount Juliet, TN 37122-5545, or email us. You acknowledge that if you fail to comply with all of the requirements of this Section 15, your DMCA notice may not be valid.

15.3 If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

1. Your physical or electronic signature;
2. Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
3. A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and,
4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Nashville, Tennessee, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

15.4 If a counter-notice is received by the Copyright Agent, Carrot may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Carrot's sole discretion.

16. Miscellaneous

16.1 As defined in Section 1.2, this Agreement is the entire agreement between You and Carrot relating to the subject matter herein, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between You and Carrot with respect to said subject matter. This Agreement shall not be modified except in a writing signed by both parties, or by a change made as provided in Section 2.2. If any provision of this Agreement is invalid or unenforceable, such invalidity or unenforceability will not affect the remainder of this Agreement, which is severable from said provision and will remain in full force and effect.

16.2 If You breach any provision of this Agreement and Carrot has knowledge (either actual or constructive) of that breach, a failure to pursue legal action or to enforce any remedy against You will not constitute a waiver of its legal rights. Any waiver of rights under this Agreement must be in writing and signed by Carrot.

16.3 All matters relating to this Website and this Agreement are governed by and are to be construed according to the laws applicable in the state of New York, United States (without regard to any choice of law or conflict of law provision or rule). If one or more of the exceptions from arbitration expressly set forth in Section 14 above apply, You agree unconditionally to submit to the exclusive jurisdiction of the courts in New York, New York, in relation to all matters arising out of or in any way connected with this Agreement or this Website.

16.4 Carrot and Residency Program Sponsor may assign its rights and novate or transfer obligations which arise under this Agreement. You must not assign, novate or otherwise transfer Your rights or obligations under this Agreement without the prior written consent of Carrot and Residency Program Sponsor. Any assignment attempted in violation of this Section 16.4 shall be void.

16.5 The parties agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.

16.6 Unless otherwise requested in writing by You, Carrot may refer to You and Your identity as part of promoting this Website and Carrot in the marketplace.

16.7 Carrot accepts content uploaded from Users in good faith and on the basis of warranties provided by Users. It is Your responsibility at all times to investigate and become satisfied as to the accuracy of the information provided by any other party (including all Users) on this Website. Carrot at no time makes any representations as to the accuracy of any information provided on this Website.

16.8 You acknowledge and agree that to the extent that this Agreement relates to the Residency Program, any Applications, or any Posting, this Agreement is intended also to be for the benefit of the Residency Program Sponsor, the Applicants and other Users (as applicable), who are entitled to enforce the provisions of this Agreement against You.

16.9 All notices, requests, demands, consents, approvals, offers, agreements or other communications given by You to Carrot must be emailed.

16.10 In the interpretation of this Agreement, unless the contrary intention appears:

1. The words 'includes' or 'including' mean 'includes without limitation' or 'including without limitation';
2. A reference to a 'person' or 'entity' includes a reference to an individual, group of individuals, corporation, firm, association, or other entity;
3. The singular includes the plural and vice versa; and,
4. An agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally; and headings are inserted for convenience only and do not affect the interpretation of this Agreement.