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Terms of Service

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These Terms of Service are part of the Terms and Policies, and will apply, and can be modified, as described in the Terms and Policies (which includes also this document). We encourage you to review them.

1. Roles; Service; Orders; Third Party Participants and Activities.

(a) Scope of the Service; Suppliers and Retailers. The Service provides a means for Retailers, marketplaces, sellers, shippers, Suppliers, advertisers and other third parties (each, a “Third-Party Participant”) to communicate and work together; provided, however, the “Service” does not include any Third-Party Participant or Third-Party Activity (as defined below). “Retailers” are those who place orders for Products through the Service for Suppliers to fulfill; if you are a Retailer you should carefully review the Retailer Terms, as the Retailer Terms (in addition to the other provisions of the Terms and Policies) govern your use of the Service. “Suppliers” are those who receive orders for Products through the Service that are placed by Retailers; if you are a Supplier you should carefully review the Supplier Terms, as the Supplier Terms (in addition to the other provisions of the Terms and Policies) govern your use of the Service. “Products” are goods and services that Suppliers offer to Retailers through the Service to be sold through those Retailers’ commerce presences, which typically are electronic but can be physical (any such presence, a “Shop”).

(b) Agreements among Third-Party Participants; Third-Party Activities. You may, with consultation of your legal counsel, decide it is advisable to put into place agreements with Third-Party Participants that govern your interactions with those Third-Party Participants, which may cover, among other things, their and your respective Third-Party Activities. “Third-Party Activities” means a Third-Party Participant’s acts, omissions, operations, commercial relationships, products, services, facilities, content, messages, technologies, property, or advertising (including, but not limited to, targeted advertising) and offerings. In some cases, agreements (including, but not limited to terms of use, privacy policies or other policies, or economic terms) may be presented through the Service for you to execute with Third-Party Participants (“Third-Party Activities Terms”). You agree that we shall have no liability with respect to any Third-Party Activities or Third-Party Activities Terms regardless of whether or not the Service was involved therewith. You agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to, or remove any Third-Party Activities. We are not liable for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill, or other intangible losses, or business disruption, costs, or expenses you may incur or otherwise experience as a result (except where prohibited by applicable law).

(c) General Order Flow. When a Retailer’s customer (each, a “Customer”) places an order with that Retailer for a Supplier’s Product and that Retailer inputs that order into the Service (an “Order”), Supplier will sell the Product to Retailer, Retailer will sell the Product to Customer, and Supplier will fulfill the Order to the Customer. You, in your role as a Retailer or Supplier (as the case may be) shall comply with the previous sentence. You acknowledge that we are not the purchaser or seller (nor are we the offeror, advertiser, fulfiller, supplier or marketer) of any Product.

(d) Information. The Service will allow Suppliers to input Product Data, including some Product Data that is accessible by Retailers. "Product Data" means information about Products that the Service allows Suppliers to input thereto; examples of types of information that may constitute Product Data if accepted by the Service may include product descriptions, brand or source, shipping origination, model, weight, in-stock or availability status, dimensions and other shipping specifications, images, suggested retail pricing, wholesale pricing, margin, shipping and handling information (including estimated delivery timelines), shipping and handling charges, warranties, disclaimers, returns and exchange policies, compliance disclosures or warnings (including for example and without limitation any California Proposition 65 warnings applicable to California residents), notices, labels, and any other Product-related information reasonably requested by Carro. Any information that a Third-Party Participant collects, stores, or processes from or about you may be subject to that third-party’s terms and policies. We may share Product Data and other information about you with the third party in accordance with our privacy policy.

(e) Additional Responsibilities. If you agree to Third-Party Activities Terms in conjunction with using the Service, you shall comply with the Third-Party Activities Terms. You shall provide all necessary privacy notices and collect all necessary consents to allow us to share any customer information, personal information or other information with Third-Party Participants for the provision of Third-Party Activities. We shall not be responsible for any disclosure, modification, use, or deletion of any such data resulting from any such access by a Third-Party Participant or any other use of the Third-Party Activities. Activating Third-Party Activities may require setting third-party cookies, pixels, or other tracking technologies (collectively, “Third-Party Tracking Technologies”) on your website(s), applications, emails, devices, shop, or more. You are responsible for understanding and complying with all applicable laws, rules, and regulations and determining whether Third-Party Activities are suitable for you in light of such applicable laws, rules, and regulations. By setting a Third-Party Tracking Technology, you represent and warrant that: (1) you have permission from all end users and/or customers to track activity via Third-Party Tracking Technologies, and to transfer information in connection with this tracking; and (2) you adequately disclose to customers and other end users your tracking practices and use of Third-Party Tracking Technologies in a privacy policy, cookie statement, or other disclosure, in accordance with applicable laws.

(f) Introductions. In many cases you may introduce other companies to us or the Service or to Third-Party Participants, or they may introduce you to us or to other Third-Party Participants. You acknowledge and agree that we are free to work with any party to whom we are introduced and we are allowed to allow all of our users to work with those parties, free of any obligation to you.

(g) Communicating. You agree to thoroughly respond to outreach from Carro and Third-Party Participants within two (2) business days if they use the contact information that you provide to the Service.

(h) Taxes. Other than net income taxes imposed on Carro, you will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from these Terms and Policies or your activities related to the Service. To the extent that you are making payments to us, you will pay any additional Taxes as are necessary to ensure that the net amounts received by us after all such Taxes are paid are equal to the amounts that we would have been entitled to in accordance with these Terms and Policies as if the Taxes did not exist. If we are obligated to deduct Taxes from any payment that we owe to you and pay them to a governmental authority, we may do so and you shall have no right to be “grossed up”, provided that in such event we will provide you with proof that we paid such Taxes.

(i) Chargebacks. Retailer shall be responsible for all chargebacks pertaining to credit card fraud or pertaining to Product descriptions in Retailer’s Shop that are inconsistent with the Product Data input into the Service by Supplier (“Retailer Caused Chargebacks”). Supplier shall be responsible for all other chargebacks (“Supplier Caused Chargebacks”).

2. Third-Party Payment Providers. The Service has a technology interface with one or more Third-Party Participants who provide a mechanism for Retailers and Suppliers to send money to each other (“Third-Party Payment Providers”). If you use a Third-Party Payment Provider you agree to comply with the agreements that you enter into with them. You understand that Third-Party Payment Providers, and the Third-Party Activities, are not part of the Service, and that your engagement with them is solely between you and them.

3. API License. Subject to the rest of these Terms and Policies, Carro grants to you a non-exclusive, non-transferable, revocable license to use the Carro Application Programming Interface ("API") solely for the purpose of developing, testing, and supporting your software application, which must interact with the Service provided by Carro ("Your Application"). A reference to “Service” includes a reference to our API. Carro may also provide you with documentation related to using the API (“API Documentation”) which Carro hereby licenses to you solely for use with the Service and with no right to sublicense or create derivative works thereof. You agree to implement the API in accordance with, and you agree to comply with, the API Documentation.

4. Service Use.

(a) Subject to the Terms and Policies, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service and all documentation that we provide to you related to the Service. Your access privileges, however, are conditioned on your adherence to the Terms and Policies. Except for this license granted to you, we retain all rights, title, and interest in and to the Service and documentation, and all related intellectual property rights.

(b) You agree that you shall: (i) not use the Service in any manner that is deceptive, misleading, illegal, promotes illegal activities or violates rights; (ii) not use the Service in a way that violates the rights of others, including but not limited to privacy rights and intellectual property rights; (iii) not use the Service in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage, or otherwise violates the integrity, performance or stability of the Service, or otherwise circumvents any limits imposed in the Service; (iv) not sell, lease, or sublicense the Service or access thereto; (v) not modify, decompile, reverse engineer or otherwise alter the Service; (vi) only use the Service for lawful purposes, and not for deceptive or fraudulent purposes; (vii) not use the Service to cause nuisance, annoyance or inconvenience; (viii) not use the Service to violate the publicity, privacy or other rights of (or to commit a tort against) another individual; (ix) not copy or distribute any content displayed through the Service unless otherwise authorized; (x) not create or compile, directly or indirectly, any collection, compilation, or other directory from any content displayed through the Service unless otherwise authorized; (xi) not use the Service to provide any inaccurate information; (xii) not use the Service in any way that could damage, disable, overburden or impair any of our servers, or the networks connected to any of our servers or those of Third-Party Participants; (xiii) not attempt to gain unauthorized access to any part of the Services and/or to any service, account, resource, computer system and/or network connected to any of our servers; (xiv) not deep-link to the Service or access the Service manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy or monitor any portion of the Service or any content on the Service without our consent, nor shall you “frame”, “mirror”, or otherwise embed or incorporate any of the Service or any content, data, or information contained therein in any other system or service; (xv) report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Service; (xvi) not impersonate another person, act as another entity without authorization, or create multiple accounts; (xvii) not provide any material that solicits personal information from anyone under 18 or exploits people under the age of 18 in a sexual or violent manner, or that violates any federal or state law concerning child pornography or is otherwise intended to protect the health or wellbeing of minors; (xviii) not provide any material that violates any state or federal law designed to regulate electronic advertising; (xix) not upload content or other information that is excessive in size, as determined by us in our sole discretion; (xx) not use the Service to develop any artificial intelligence (or similar) models; (xxi) not use the Service in a way that causes you to breach any obligation that you have to a third party; (xxii) not use the Service for any benchmarking activity or access the Service to build a competitive product or service, reproduce features of the Service, or resell the Service; (xxiii) not use the Service to store or transmit malicious code (including, but not limited to, code, files, scripts, agents, or programs intended to do harm (e.g., viruses, worms, time bombs, and Trojan horses)); (xxiv) not input into the Service any content or other information that you do not have the rights to input for the uses, disclosures and processing of such content contemplated under these Terms and Policies; implement any API in any software or to support any interfaces between computing devices or computing functions other than as expressly permitted; (xxv) not distribute or otherwise disclose any API, sample source code or derivative works of the sample source code, or software to any third party; (xxvi) not interfere with the normal operation of any API or the Service; (xxvii) not violate any resale restriction policies; (xxviii) not use the Service if you have previously been denied access to it (unless we have expressly informed you that your access has been reinstated); or (xxix) not cause or permit any third party to do any of the foregoing.

(c) The Service, all elements thereof, and all intellectual property rights therein, are owned or licensed by Carro. You agree that if you provide Carro with feedback regarding the Service, Carro shall have a perpetual worldwide obligation-free license to use that feedback.

(d) Carro reserves the right to modify, discontinue, suspend, terminate or disable the Service, or any Third-Party Activities otherwise available therethrough, or any feature or functionality thereof, or your access thereto, at any time without notice. You agree that Carro shall have no liability for so doing (and regardless of any reliance or other arguments that you may assert).

(e) You agree that you are solely responsible for all activities that occur under your user account and sub-accounts. You will prevent any unauthorized use of the Services and promptly notify Carro in writing of any unauthorized use that comes to your attention. If there is unauthorized use by anyone who obtained access to the Service directly through you, you will take all commercially reasonable steps to terminate the unauthorized use. You will, and will direct those who use your accounts and sub-accounts to, use commercially reasonable efforts to cooperate and assist with any actions taken by Carro to prevent or terminate unauthorized use of the Service.

5. Prohibited Products and Consumer Information.

(a) You acknowledge that you have reviewed the Prohibited Products Policy and you agree that you will comply with the Prohibited Products Policy and that you shall not use the Service to be involved in the sale or fulfillment of any goods or services that are referenced in the Prohibited Products Policy.

(b) You shall not submit to the Service: (i) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented); (ii) consumer credit, debit, bank account, or other financial account numbers; (iii) social security numbers, driver’s license numbers, or other government ID numbers; or (iv) special categories of data enumerated in GDPR or any successor regulation. You acknowledge that the Services are not designed for (and Carro has no liability for) use prohibited in this paragraph.

6. Confidentiality. In your use of the Service, you may have (or have been given) access to information (including, but not limited to, the above referenced documentation) that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure (collectively, “Confidential Information”). Confidential Information includes items such as retailer/supplier lists or directories, customer data, product data, products, messages transmitted through the Service, and the non-public aspects of the Service. Confidential Information does not include information that: (i) is in the public domain at the date of disclosure (and did not fall into the public domain as a result of your breach of this policy or any other confidentiality agreement); (ii) was rightfully in your possession before you gained access to it through the Service (and you can prove this fact by admissible, written evidence); or (iii) was rightfully received from a third party (who was in lawful possession of it) without any confidentiality or non-use restrictions. Notwithstanding the foregoing, exceptions (i)–(iii) do not apply to, and do not reduce any obligation with respect to, any personal data or personal information that is governed by a data processing or data protection addendum applicable to you (each, a “Data Addendum”). Such data remains subject to the applicable Data Addendum regardless of whether it also constitutes Confidential Information, and in the event of a conflict the applicable Data Addendum controls with respect to that data. You will not use the Confidential Information other than for purposes of your authorized use of the Service. Further, you will maintain as confidential and not disclose any Confidential Information. Nothing shall prevent you from disclosing information obtained through the Service if compelled to do so by a court of law or government agency, on the condition that you provide advance notice to us and allow us a reasonable opportunity to intervene in the proceeding to protect the confidentiality of the Confidential Information. Carro may use Anonymous Data for any purpose that Carro determines in Carro’s sole discretion. We shall take reasonable measures to ensure that the Anonymous Data cannot be associated with a Customer, household, or device. We publicly commit to maintaining and using the Anonymous Data in deidentified form and shall not attempt to reidentify the data, except for the purpose of determining whether our deidentification processes are sufficient. “Anonymous Data” means information that relates to a group or category of Customers and/or individuals, from which personally identifiable information allowing the identification of individuals is removed.

7. Intellectual Property Ownership. We (and our licensors, where applicable) shall own all rights, title and interest, including all related intellectual property rights, and all derivative rights, in and to the Service, and to all documentation provided related to the Service. We are conveying to you no ownership in or related to the Service or such documentation, or any intellectual property rights owned by us. Our name, logo, and the product names associated with the Service are our trademarks or belong to third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.

8. Copyright Policy.

(a) Generally. We respect the copyright and other intellectual property rights of others. In accordance with the United States Digital Millennium Copyright Act (the "DMCA") and other applicable law, we have a policy of terminating, in appropriate circumstances and at our sole discretion, users of our Service who we deem to be repeat infringers. We also may, in our sole discretion, limit access to the Service and terminate the accounts of any users of the Service who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

(b) Notification of Alleged Copyright Infringement. If you believe that content available on or through the Service infringes one or more of your copyrights, please immediately notify our Copyright Agent by email (“Notification”) providing the information described below, which Notification is pursuant to DMCA 17 U.S.C. § 512(c)(3). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that content located on or linked to by our website infringes your copyright, you should consider first contacting an attorney.

All Notifications should include the following:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
  • 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 us to locate the material (e.g. the URL link of the material).
  • Information reasonably sufficient to permit us to contact the complaining party, such as the name, account name, address, telephone number, and e-mail address at which the complaining party may be contacted.
  • A statement that the complaining party has 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.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Submit your notice to our designated DMCA agent by mail or email as set forth below:

Copyright Agent
GoVyrl, Inc. DBA Carro
Attn. Legal Notices
8605 Santa Monica Blvd #379929
West Hollywood, CA 90069-4109
legal@getcarro.com

Please note that you may be liable for damages, including court costs and attorney's fees, if you materially misrepresent that content on the Service is copyright infringing.

Upon receiving a proper Notification of alleged copyright infringement, we may remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of your claim. We also may advise the alleged infringer of the DMCA statutory counter-notification procedure described below by which the alleged infringer may respond to your claim and request that we restore this material.

Please note that our furnishing your claim to the alleged infringer will include the personal information you provide in your Notification, which the alleged infringer may use to contact you directly. As such, by submitting a Notification of alleged copyright infringement, you consent to disclosure of your information in the aforementioned manner.

(c) Counter Notification. If you believe your copyrighted material has been removed from the Service as a result of a mistake or misidentification, you may submit a written counter-notification letter to us (“Counter Notification”). To be an effective Counter Notification under the DMCA, your letter must include substantially the following:

  • Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled.
  • A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which Carro is located.
  • A statement that you will accept service of process from the party that filed the Notification or the party's agent.
  • Your name, address and telephone number.
  • A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
  • Your physical or electronic signature.

You may submit your Counter Notification to our Copyright Agent by mail, or email as set forth above.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material after 10 business days but no later than 14 business days from the date we receive your Counter Notification, unless our Copyright Agent first receives notice from the party filing the original Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

9. Links to Third-Party URLs. Our Service may include links to third-party websites or services that are not owned or controlled by us. We are not responsible for the content, policies, or practices of any third-party websites. Accessing these sites is at your own risk, and you should review their terms and policies. We are not responsible or liable, directly or indirectly, for any damages or loss.

10. Fraud; Dishonesty; Non-Circumvention; Disparagement.

You agree not to engage in dishonest or illegal behavior, including but not limited to fraud, phishing, scamming, money laundering or tax fraud. Violations may result in termination of relationships and reporting of conduct of those involved to regulators and law enforcement. All e-commerce relationships between Retailers and Suppliers must take place through the Service. You agree not to solicit other Retailers or Suppliers to (a) cease using the Service, (b) collaborate on e-commerce transactions other than through the Service or (c) seek to avoid paying Carro fees for the sale (or Order) of Products. You agree not to disparage Carro, its employees, or its products or services.

11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

(A) Disclaimer of Warranties. The Service is provided "as is" and Carro makes no warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all implied warranties, including BUT NOT LIMITED TO ANY WARRANTIES arising by usage of trade, course of dealing or course of performance, any warranties of merchantability or fitness for a particular purpose, OR NON-INFRINGEMENT, to the maximum extent permitted by applicable law. We make no warranties or representations about the accuracy, reliability, completeness or timeliness of the content (INCLUDING, BUT NOT LIMITED TO, TEXT, GRAPHICS OR LINKS) made available through the Service. You expressly understand and agree that to the fullest extent permitted by law, your use of the Service is entirely at your own risk. Changes are periodically made to the Service and may be made at any time without notice to you. We do not warrant that the Service will operate error-free, OR BE FREE FROM BUGS, FAULTS OR DEFEcts, THAT THE SERVICE WILL BE UNINTERRUPTED, or that the Service is free of computer viruses OR other harmful malware. If your use of the Service results in the need for servicing or replacing equipment or data, we shall not be responsible for those economic costs.

(b) Additional disclaimers related to third-party activities. your engagement with, and other uses of, Third-Party Activities is entirely at your own risk. Changes are periodically made to Third-Party Activities and may be made at any time without notice to you. The Third-Party Activities are not provided by us and are provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranties or representations about the accuracy, reliability, completeness or timeliness of the content (including, but not limited to, text, graphics and links) made available through Third-Party Activities. We do not warrant that Third Party Activities will operate error-free or that Third-Party Activities are free of computer viruses and other harmful malware. we also do not warrant that you will be free from liabilities to, or related to, third-party participants. If your use of Third-Party Activities results in the need for servicing or replacing equipment or data, we shall not be responsible therefor (or for costs related thereto). we advise that if you are concerned about liabiLIties with respect to third-party activities that you may wish to contract with the third-party participants who are engaging in those third-party activities so that you can contractually address with them the risks related thereto.

(C) LIMITATION AND ACKNOWLEDGEMENT ABOUT PAYMENT AND PERFORMANCE RISK. CARRO IS NOT RESPONSIBLE FOR MAKING ANY PAYMENT TO YOU WITH RESPECT TO ANY PRODUCT (INCLUDING, BUT NOT LIMITED TO, THE SALE, RETURN, REFUND, SHIPPING, FULFILLMENT OR PACKAGING THEREOF), OR OTHERWISE WITH RESPECT TO ANY THIRD-PARTY ACTIVITY OR THIRD-PARTY PARTICIPANT. TO THE EXTENT THAT THERE IS ANY FAILURE TO MAKE A PAYMENT OR SHIP OR RETURN A PRODUCT, OR FOR A THIRD-PARTY PARTICIPANT TO ENGAGE IN ANY ACTIVITY CONTEMPLATED TO BE ENGAGED IN HEREUNDER, YOU AGREE THAT CARRO SHALL HAVE NO LIABILITY THEREFOR AND THAT YOUR EXCLUSIVE REMEDY WILL BE TO MAKE A CLAIM DIRECTLY AGAINST THE THIRD-PARTY PARTICIPANT. we advise that if you are concerned about THIRD-PARTY PARTICIPANTS FAILING TO PERFORM that you may wish to contract with thOSe third-party participants TO DOCUMENT OBLIGATIONS BETWEEN YOU AND THOSE THIRD-PARTY PARTICIPANTS.

(D) LIMITATION OF LIABILITY AND DAMAGES CAP. carro has no liability with respect to any products, consumer claims or third-party activities. To the maximum extent permitted by applicable law, Carro shall not be liable for any DIRECT, indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, or any loss of data, use, goodwill, or other intangible losses, INCLUDING BUT NOT LIMITED TO resulting from (a) your access to or use of or inability to access or use of the service; (b) any conduct or content of any third party; and (c) unauthorized access, use, or alteration of your transmissions, data or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Carro has been informed of the possibility of such damage. Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall Carro be liable to you or any third party for (A) any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data or data breach, or (B) for any damages, costs, losses or liabilities (including attorneys’ fees) in excess of the fees actually paid by you to carro (and not to third-party participants or through the service in general) in the six (6) months preceding the event giving rise to your claim or, if no fees apply, one hundred ($100) U.S. Dollars. The provisions of this section allocate the risks under these terms and policies between the parties, and the parties have relied on these limitations in determining whether to enter into these terms and policies. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these states, our liability will be limited to the greatest extent permitted by law.

12. Indemnity. You agree to indemnify and hold harmless Carro and Third-Party Participants and Carro’s and Third-Party Participants’ affiliates and each of their respective officers, directors, employees, and agents (each, an “Indemnified Party”) from and against any losses, claims, actions, disputes, demands, costs, damages, penalties, fines and expenses, including attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from: (a) your customer data or other data; (b) your misuse of the Service; (c) your violation of these Terms and Policies; (d) your violation of any applicable laws, rules or regulations through or related to the use of the Service; (e) the Products if you are acting as Supplier with respect thereto; or (f) claims against us by Third-Party Participants or Customers related to your actions or omissions, including without limitation, relating in any way (i) where you are a Supplier then to the Products (including but not limited to the shipment or use thereof), the Supplier Data or any act or omission with respect to payments, or (ii) where you are a Retailer then to your Shop, your marketing or sales activities, the customer data you provide or any act or omission with respect to payments. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this Section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service. You agree that the provisions in this Section will survive any termination of your account, this Agreement, or your access to the Service. To the extent that you and a Third-Party Participant separately agree to an indemnity that is in conflict with this indemnity then that other indemnity shall control but only with respect to indemnification between you and that Third-Party Participant (it shall have no effect on any indemnity with respect to Carro or any other Third-Party Participant or anyone else).

13. Suspension; Modification and Termination. At our sole discretion, we may suspend, modify, terminate or discontinue the Service, or your access (or any third party’s access) to the Service, in whole or in part, with or without notice to you and we shall have no liability to you or any third party with respect thereto. In addition to taking the above actions, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Service is terminated, the Terms and Policies will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of the Terms and Policies.

14. U.S. Government Restricted Rights. If the Service is accessed or used by any agency or other part of the U.S. Government, the U.S. Government acknowledges that Carro provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in these Terms and Policies. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFARS 252.227-7015 (Technical Data – Commercial Items) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation), or any successor regulation. If a government agency has a need for rights not granted under these terms, it must negotiate with Carro to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. This section supersedes any conflicting government rights terms in any other agreement, order, or contract vehicle.

15. Food, Drug, and Export Restrictions.

(a) Third Party Representations. If you sell or otherwise offer Products that provide representations and/or warranties regarding the Product (e.g., nutrition, ingredient, allergen, and other product information), you agree that it is solely your responsibility to ensure that such information is accurate, complete, and made in accordance with applicable laws.

(b) Food and Drug. If you sell or otherwise offer Products that are regulated food or drugs, you represent and warrant that such Products shall comply with the applicable laws governing the export, import, and provision of such Products in the United States and in the jurisdictions in which the Customer resides, operates, or will receive shipments.

(c) Export Controls. You understand and agree that you or the Products you offer (and additionally if you are a Retailer then additionally your Shop) may be subject to export controls of the United States. To the extent permissible under applicable domestic laws, you cannot allow, permit, or authorize our Services to be downloaded, used, exported, or re-exported: (1) into (or to a national or resident of) any country or other jurisdiction to which the United States has embargoes; (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List; or (3) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entity List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all applicable trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the Service to any country, or to any person, entity, or end-user subject to U.S. export controls or sanctions, including as set forth in subsections (1) – (3) above.

16. Choice of Law and Exclusive Venue. The Terms and Policies, and all disputes arising with respect to the Service, shall be governed by California Law, without regard to its conflict of laws provisions. The exclusive jurisdiction and venue for any claims arising out of or related to the Terms and Policies or your use of the Service will lie in the state and federal courts in Los Angeles County, California; and you hereby consent to such jurisdiction and shall bring all claims therein.

17. Force Majeure. Neither party will be liable in damages or have the right to terminate the Terms and Policies for any delay or default in performing hereunder (except for failure to timely pay) if such delay or default is caused by conditions beyond its reasonable control including acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), acts of terrorism, wars, disease, or insurrections.

18. General. No failure or delay by Carro to exercise any right or remedy provided under the Terms and Policies or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. If the whole or any part of a provision of the Terms and Policies is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will be unaffected. The Terms and Policies are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merges all prior discussions between the parties with respect to such subject matter. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. No joint venture, partnership, employment, or agency relationship exists between you, Carro, or any third-party provider as a result of your agreement to these Terms and Policies or your use of the Services. Nothing contained in the Terms and Policies will be deemed to create any third-party beneficiary right upon any third party whatsoever. You agree that you have had the opportunity to consult with legal counsel before agreeing to the terms of this Agreement, and you waive any right to assert that ambiguities in these Terms and Policies will be construed against us.

19. Contact Information. If you have any questions or concerns about the Terms and Policies, please contact us at legal@getcarro.com or at:

GoVyrl, Inc. DBA Carro
Attn. Legal Notices
8605 Santa Monica Blvd #379929
West Hollywood, CA 90069-4109