CarrotPath - Terms of Service

YOUR USE OF THE CARROTPATH PLATFORM (THE "SITE") CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF SERVICE (THE "TERMS").

These Terms govern your use of the Site. The Site is owned and operated by Follow Us LLC.

By viewing, accessing, or using the Site (or any part thereof), you agree that these Terms are a binding legal agreement between you and Follow Us, and you agree to be contractually bound by the Terms, as Follow Us may modify them from time to time.

If you do not agree to these Terms, you are prohibited from viewing, accessing, or using the Site and must immediately discontinue viewing, access, and/or use. Any viewing, access, and/or use of the Site in violation of these Terms, or in a manner not authorized by these Terms, is unauthorized, is expressly prohibited, and is a violation of these Terms.

Follow Us is committed to protecting your privacy, and therefore maintains a Privacy Policy that is a part of, and must be read in conjunction with, these Terms of Service.

As used in these Terms and the Agreement, (i) "Customer" refers to the Institution and its officers, directors, employees, and agents (and excludes Follow Us / CarrotPath Competitors); (ii) "User" refers to a student, a student's parent(s) or legal guardian(s), and/or a person (excluding Follow Us / CarrotPath Competitors) who registers for the Site through an account provided by Customer; and (iii) "Follow Us / CarrotPath Competitor" means any entity that, in the sole opinion of Follow Us, is an actual or potential competitor of Follow Us or CarrotPath and includes any officer, director, employee, independent contractor, agent, or affiliate of such entity. For the avoidance of doubt, no Follow Us / CarrotPath Competitor: is permitted to be a Customer or User; can meet the definition of a Customer or User; or is permitted to view, access, or use the Site without express written permission from the President of Follow Us.

By viewing, accessing, or using the Site, you represent and warrant that you (i) are not a Follow Us / CarrotPath Competitor or acting on behalf of one in registering for, or viewing, accessing, or using the Site; and (ii) are authorized to view, access, or use the Site under these Terms.

1. Scope. The Site is an online technology platform focused on supporting students participating in supplemental enrichment programs, such as college and career readiness, workforce development, and STEM exploration. The Site helps students pursue their goals within an SEL-based foundational context in order to better achieve their personal, academic, and college / career aspirations. The Site enables the leaders and staff of these programs to more effectively engage with their students and to better measure and track their impact on students’ college and career goals. The Site is accessible on both desktop and mobile devices.

The Site also includes a browser interface and data transmission, access, storage (subject to commercially reasonable limits as may be imposed by Follow Us in its sole discretion), and single sign-on capabilities. Customers and Users are responsible for their own Internet connection, communications, and computer costs.

2. Follow Us Information.

2.1. Follow Us Ownership. As between Follow Us and you, Follow Us retains all rights, including Intellectual Property Rights, title, and interest in and to the Site. Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (i) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (ii) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (iii) rights relating to the protection of trade secrets and confidential information; (iv) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (v) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired. Further, Follow Us shall have any and all proprietary rights in, without limitation, any suggestions, ideas, enhancement requests, feedback, and recommendations provided by any Customer, User, or other party relating to the Site.

For purposes of clarity, the Agreement is not a sale and does not convey any rights of ownership in or related to the Site or Intellectual Property Rights owned by Follow Us to Customer or Users other than as expressly set forth herein.

2.2. Confidential Information. Except for information provided by a Customer or User, all information available in or through the Site is confidential information of Follow Us ("Confidential Information"). Customers and Users acknowledge that the only reason they have access to and can view that Confidential Information is by virtue of a Customer's purchase of the license. Customers and Users agree that the Confidential Information will be maintained as confidential and shall be protected as a trade secret of Follow Us. Customers and Users acknowledge that the Site and its components have been created, compiled, prepared, selected, and arranged by Follow Us through the expenditure of substantial time, effort, and money, and that it constitutes the valuable property of Follow Us. Customers and Users agree to take all necessary precautions to comply with all copyright, trademark, trade secret, patent, contract, and other laws necessary to protect all rights in the Confidential Information. For the avoidance of doubt, anyone or any entity that does not meet the definition of a Customer or User may not view, access, or use the Confidential Information without express written permission from the President of Follow Us.

3. Customer and User Responsibilities. Customer is responsible for any and all activities that occur under or in connection with Customer's and its Users' accounts, and by accessing the Site, Customer agrees to the Terms of Use, incorporated herein by reference. Customer and Users shall: (i) maintain the confidentiality of account names and passwords; (ii) notify Follow Us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (iii) report to Follow Us immediately, and stop immediately any use of the Site that is inconsistent with these Terms that is known or suspected; (iv) assure that use of the Site shall at all times conform to these Terms and the Agreement; (v) not impersonate or attempt to impersonate another Customer or User or provide false information in an attempt to gain access to or use the Site; (vi) not create accounts for or share accounts with any individual or entity not permitted to be a Customer or User under these Terms; (vii) not allow anyone not authorized to be a Customer or User under these Terms to view, access, or use the Site; and (viii) not otherwise facilitate the viewing, access, or use of the Site by anyone not authorized to be a Customer or User under these Terms.

In the event that a Customer or User makes any attempt to gain unauthorized access to another Customer's or User's account, or to view or manipulate the records of another Customer or User, Follow Us reserves the right, in its sole discretion, to terminate the Agreement, and inform any relevant authorities of such violation.

4. Account Information and Data. Follow Us, on behalf of itself, its employees, consultants, subcontractors, and third parties assisting Follow Us in providing the Site, and Customer each represents, warrants, and covenants that it complies with, and will comply with, all applicable federal, state, and international data-protection and privacy laws and regulations with respect to the personally identifiable information collected, stored, and maintained through the Site, as well as with all applicable business regulations.

Follow Us may disclose Customer or User information if necessary in order to comply with subpoenas, court orders, or regulatory requests; to protect Follow Us’ systems and customers; or to ensure the integrity and operation of Follow Us’ business and systems. When legally permissible, Follow Us will notify Customer in advance of such disclosures and reasonably cooperate with Customer to limit the scope of such disclosures.

4.1. Privacy Policy. Follow Us is committed to protecting the privacy of Customer and User personally identifiable information, and maintains a detailed Privacy Policy. Follow Us reserves the right to modify its Privacy Policy in accordance with the procedure outlined in that policy.

4.2. Family Educational Rights and Privacy Act ("FERPA"). In the event Customer is subject to the provisions of the Family Educational Rights and Privacy Act (FERPA), the parties agree as follows: (A) Customer appoints Follow Us as a "school official" as that term is used in FERPA §§ 99.31(a)(1) and as interpreted by the Family Policy Compliance Office, and determines that Follow Us has a "legitimate educational interest," for the purpose of carrying out its responsibilities under the Agreement. (B) Follow Us acknowledges that it shall be bound by all relevant provisions of FERPA, and agrees that personally identifiable student information as defined in FERPA, obtained from Customer and its Users by Follow Us in the performance of this Agreement: (i) will remain under the "direct control" of the Customer; (ii) will be used only to fulfill Follow Us's responsibilities under the Agreement; (iii) will only be disclosed to third parties operating in partnership with Follow Us as necessary to provide Services to Customer, provided that all such third parties are contractually bound to manage the information in compliance with the Follow Us Privacy Policy and security policies in accordance with the requirements set forth in Section 7 above and applicable laws, and to use the information for the sole and limited purpose of providing the Site to the Customer; and (iv) will not be disclosed to other third parties except as expressly provided for in FERPA §§99.31, without signed and dated written consent of the student's parent/legal guardian, or if the student is eighteen (18) years of age or older, signed and written consent of the student.

4.3. Children's Online Privacy Protection Act ("COPPA"). Without limiting the generality of Section 4 of the Agreement, in the event that Customer allows Users under the age of 13 to submit personal information as defined in the Children's Online Privacy Protection Act (COPPA) to Follow Us in connection with its use of the Site, Customer agrees that it will be responsible for obtaining verifiable parental consent prior to making the Site available to such Users. Follow Us shall fully comply with COPPA and any rules or regulations promulgated thereunder.

4.4. Security. Follow Us implements, maintains, and updates, as appropriate, reasonable security policies, procedures, and practices as dictated by the nature of the personally identifiable information collected and maintained through the Site, in order to protect such information from unauthorized access, destruction, use, modification, or disclosure.

The Site has security measures in place to help protect against the loss, misuse, and alteration of Customer and User personally identifiable information. The Site also requires unique account identifiers (emails and passwords) that must be entered each time a Customer or User signs on. The Internet, however, is not perfectly secure and Follow Us shall not be responsible for security incidents not reasonably within its control.

5. Representation, Warranties, and Covenants. Each party represents, warrants, and covenants that it has the full legal power and authority to enter into the Agreement. Follow Us represents, warrants, and covenants that it will provide the Site in a manner consistent with general industry standards reasonably applicable to the provision thereof, and that the Site will perform substantially in accordance with the CarrotPath help documentation under normal use and circumstances. Customer and Users represent, warrant, and covenant that they have not falsely identified themselves nor provided any false information to gain access to the Site and that they will comply with the terms of the Agreement, including these Terms.

6. Indemnification.

6.1. Indemnification by Customer. Customer shall indemnify, defend, and hold Follow Us, its licensors, and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorney's fees and costs) arising out of or in connection with: (i) a claim alleging that use of Customer Data infringes the rights of, or has caused harm to, a third party; or (ii) a claim arising from or alleging a breach by a Customer or User(s) of any provision of the Agreement, provided that Follow Us: (a) gives written notice of the claim to Customer as soon as practicable; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases Follow Us and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents of all liability and such settlement does not affect Follow Us's business or the Site); (c) provides to Customer all reasonably available information and assistance; and (d) has not compromised or settled such claim without Customer's prior written consent.

6.2. Indemnification by Follow Us. Follow Us shall indemnify, defend, and hold Customer and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorney's fees and costs) arising out of or in connection with a claim alleging that the Site directly infringes the copyright, patent, trademark, and other intellectual and proprietary rights of a third party. Follow Us shall have no indemnification obligation, and Customer shall indemnify Follow Us pursuant to the Agreement, for claims arising from any alleged infringement related to the combination of the Site with any of Customer's or any of Customer's licensor's products, service, hardware, or business process(es), so long as such use was not authorized or directed by Follow Us, such authorization and/or direction having been expressly given in writing.

7. Disclaimer of Warranties. (I) FOLLOW US AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SITE OR ANY CONTENT PROVIDED TO FOLLOW US BY CUSTOMER OR USERS; (II) FOLLOW US AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SITE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) THE SITE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SITE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SITE OR THE SERVER(S) THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE SITE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS; AND (IV) ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Internet Delays. THE SITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. FOLLOW US IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

9. Limitation of Liability. In no event shall Follow Us be liable to you for any indirect, special, exemplary, or consequential damages including, without limitation, loss of data or lost profits, in any manner related to the Site or your use thereof based in contract, negligence, strict liability, or otherwise, whether or not they had any knowledge, actual or constructive, that such damages might be incurred. The maximum liability for Follow Us arising out of any kind of legal claim (whether in contract, tort, or otherwise) in any way connected to the Site shall not exceed the amount paid to Follow Us by you for use of the Site.

10. Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

11. Modification. The Agreement may only be modified by the express written agreement of both parties.

12. Assignment. The Agreement, including all rights and obligations hereunder, may not be assigned by Customer or Users without the prior written approval of Follow Us.

13. Governing Law; Forum; Follow Us Remedies; Miscellaneous Provisions.

13.1. Governing Law; Forum. The Agreement, including these binding Terms, and the rights and obligations of the parties thereunder shall be governed by and construed in accordance with the law of the State of New York and controlling United States federal law, without regard to the choice- or conflicts-of-law rules of any jurisdiction. You hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in New York City in the State of New York, and New York County in the State of New York, for the adjudication of any disputes, actions, claims or causes of action arising out of, relating to, or in connection with this Agreement, the Terms, or the Site. You expressly waive any objection to personal jurisdiction or venue in the state and federal courts identified in the preceding sentence, including any forum non conveniens argument.

13.2. Follow Us Remedies. You acknowledge that any breach of the Agreement, including these binding Terms, and including without limitation the restrictions on any unauthorized viewing, access, or use of the Site, will cause irreparable harm and injury to Follow Us, for which there is no adequate remedy at law. Thus, in addition to all other remedies available at law or in equity, you agree that Follow Us shall be entitled to injunctive relief. Material breach of the Agreement, including these binding Terms, harms the integrity, functionality, and reputation of the Site and Follow Us and its affiliates; detracts from Users' and Customers' trust in and use of the Site; and unfairly harms, thereby causing damage to, the business of Follow Us, the Site, and the computers and servers through which Follow Us offers the Site. Indeed, you agree that in the event you materially breach these binding Terms, Follow Us will have to incur significant time, expense, and fees in investigating and remediating the breach (including, for example, the cost of attorney and Follow Us employee time).

You agree that if you do not meet the definition of a Customer or User and you (i) view, access, or use the Site; (ii) violate Section 2.2; or (iii) otherwise act in a way not authorized by these Terms, you will pay Follow Us's reasonable attorney's fees and costs, to be determined by a court, but not less than $100,000, an amount the parties agree would be the minimum reasonable fee for any legal action required to investigate the violation of and enforce these binding Terms. The payment of attorney's fees and costs contemplated in the previous sentence is in addition to any damages or other relief awarded by the Court.

13.3. Severability. If any provision of the Agreement, including these binding Terms, is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. If the provision cannot be construed to be rendered valid, it shall be severed from the remainder of the Agreement and these binding Terms, which shall remain in full force and effect.

13.4. Miscellaneous Provisions. In the event of any inconsistency between the Agreement, including these binding Terms, and any purchase order or similar terms on any Customer form, the Agreement shall control. No joint venture, partnership, employment, or agency relationship exists between Follow Us and Customer or Follow Us and Users as a result of this Agreement or use of the Site. The failure of Follow Us to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Follow Us in writing. The Agreement, including these binding Terms and the incorporated Terms of Use, comprises the entire agreement between Follow Us and Customer and Follow Us and Users with respect to the Site and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Customer's obligation to pay any fees due under the Agreement shall survive termination of the Agreement.

14. Digital Millennium Copyright Act. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Follow Us reserves the right to remove any material on the Site which allegedly infringes another person's copyright. If you believe in good faith that materials hosted by Follow Us infringe your copyright, you (or your agent) may send us a notice requesting that the materials be removed, or access to them blocked. Such notice must meet statutory requirements imposed by the DMCA and must be in writing and include the following information in writing: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed, including, where possible, a copy or the location (e.g., URL) of an authorized version of your work; (iii) a description of the material that you claim to be infringing, as well as its location within the Site; (iv) your name, address, telephone number, and e-mail address; (v) a statement by you that you have a good faith belief that the disputed use of the materials is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be substantial penalties for false claims.