THE THIRD OPTION
FOR COMMERCIALIZING AGTECH

THE THIRD OPTION
FOR COMMERCIALIZING AGTECH

CARROT VENTURES

Website Terms of Use

Last updated: February 4, 2021

The following Carrot Ventures Website Terms of Use, together with any documents and additional terms they expressly incorporate by reference (as updated from time to time, the “Terms of Use”) govern your access to and use of: (a) our website located at https://carrotventures.com/ (the “Website”); (b) any services provided through the Website (the “Services”); and (c) any text, pictures, media, data, text, information and other materials or content (collectively, the “Content”) contained on or provided through the Website.

These Terms of Use form an agreement between AVAC Ltd. d/b/a Carrot Ventures (“AVAC”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity browsing, accessing or otherwise using the Website or Services, including any Content (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING THE WEBSITE OR SERVICES, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE WEBSITE OR SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.

These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, applications, services or otherwise.

1. Changes to these Terms of Use and the Website

(a) Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change these Terms of Use at any time by posting a new version to the Website. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website and Services. It is your obligation to monitor the Website for any such changes. Your continued access to or use of the Website or Services after any changes to these Terms of Use indicates your acceptance of such changes.

(b) We reserve the right to modify or discontinue the Website or Services, or any information, materials, and Content on the Website at any time, without notice and without any liability to you.

2. Privacy

Registration data and other personally identifiable information (“Personal Information”) we collect is subject to the terms of our current privacy policy, available at https://carrotventures.com/privacy-policy (“Privacy Policy”).

3. Conditions of Use and Submission Standards

(a) You agree that your use of the Website and Services and any text, pictures, media, data, text, information and other materials and content (collectively, “Submissions”) that you submit, post, publish, display, or transmit to the Website (collectively, “Submit”) shall not:  (i) in any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding patent, trademark, trade secret or copyright, or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;

(ii) in any manner violate the terms of use of any third-party website that is linked to the Website;

(iii) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Website (e.g., a denial of service attack);

(iv) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Website or any part thereof or otherwise attempt to discover any source code;

(v) impersonate or misrepresent your association with any person or entity, or forge or otherwise seek to conceal or misrepresent the origin of a Submission (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);

(vi) involve, provide, or contribute any false, inaccurate, or misleading information;

(vii) engage in any conduct which, as determined by us, may harm us or users of the Website;

(viii) publish, market, advertise or in any way distribute the Content without our prior written consent;

(ix) promote any illegal activity, or advocate, promote, or assist any unlawful act;

(x) use the Website for the purpose of building a similar or competitive product or service; or

(xi) authorize, permit, enable, induce or encourage any third party to do the above.

4.Submissions and Grant of License

(a) By Submitting the Submissions, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to collect, use, reproduce, modify, perform, display, distribute, store and otherwise disclose to third parties Submissions for our (and our affiliates’ and service providers’, and each of their and our respective licensees’, successors’, and assigns’) business purposes.

(b) By Submitting the Submissions, you: (i) represent and warrant to us that your Submissions will only contain text, pictures, media, data, text, information and other materials or content in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Website and Services; and (ii) acknowledge that we are not required to keep any Submissions confidential or otherwise comply with any restrictions on disclosure which you have included in any Submission.

5. Ownership of the Website

(a) All right, title and interest, including intellectual property rights, in and to the Website, the Services and the Content, and any updates, adaptation, translation, customization or derivative works of or to the Website, the Services or the Content, will remain the sole property of us (or our third-party suppliers, if applicable).

(b) You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any part of the Website, Services, or the Content.

(c) The Website, the Services and the Content are made available and not “sold” to you. We are not providing you with any implied or express licenses or rights by making the Website and Services available to you. All rights not expressly granted to you in these Terms of Use are reserved by us.

6. Communications Not Confidential; Malicious Code and Security

We do not guarantee the confidentiality of any communications made by or to you through the Website or Services. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Website or Services. The downloading and viewing of Content is done at your own risk. We do not guarantee or warrant that the Website is compatible with your computer system or that the Website, or any links from the Website, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties.

7. Third Party Promotions, Content, Websites or Services

The Website and Services may provide you access to third party promotions and offers through links, third party content, websites, or services. Likewise, we may allow you to access the Website or Services from third party systems. We do not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. We are not responsible for any products or services offered by third parties. You may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.

8. Disclaimer

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE WEBSITE, SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE WEBSITE, SERVICES AND CONTENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE WEBSITE, SERVICES OR CONTENT ARE OR WILL BE ERROR-FREE, VIRUS-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ANY CONTENT IS SAFE IN ANY MANNER FOR DOWNLOAD. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD PARTY WEBSITES OR CONTENT ACCESSED THROUGH THE WEBSITE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY LOSSES OR DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE OR OTHERWISE, INCLUDING ANY LOST PROFITS, LOSS OF USE OR DATA, FINES, FEES, PENALTIES, OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE WEBSITE, SERVICES, CONTENT OR THESE TERMS OF USE.

TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE WEBSITE, SERVICES, OR CONTENT, EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

10. Indemnification

You will defend, indemnify and hold harmless us, our affiliates, subsidiaries and service providers, and each of their and our respective officers, directors, employees, agents, independent contractors, advertisers, partners and co-branders, and any licensees, successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, arising out of or in connection with: (a) your Submissions; (b) your use of the Website, Services, or Content; (c) your breach of any provision of these Terms of Use; or (d) your violation of any law or the rights of a third party (including intellectual property rights).

11. Term and Termination; Survival

(a) These Terms of Use will commence on the day you first access or use the Website, Services, or Content and will continue for as long as you access or use the Website, Services, or Content, unless earlier terminated in accordance with the provisions of these Terms of Use (the “Term”). At any time, we may immediately suspend or terminate your rights to access or use the Website, Content or Services. You may terminate these Terms of Use at any time and with immediate effect by ceasing use of the Website, Content and Services and deleting or destroying any copies of the Content in your possession or control. For greater certainty, if you continue to access or use any portion of the Website, Content or Services after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such access or use.

(b) The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 2 (Privacy), 3 (Conditions of Use and Submission Standards), 4 (Submissions and Grant of License), 5 (Ownership of Website), 6 (Communications Not Confidential; Malicious Code and Security), 7 (Third Party Promotions, Content, Websites or Services), 8 (Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 11(b) (Survival), and 13 (General Provisions).

12. General Provisions

(a) Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law. You will only access or use the Website, Content and Services in jurisdictions where the Website, Content and Services may lawfully be accessed or used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Calgary, Alberta, Canada in all disputes arising out of or relating to the use of the Website, Content or Services. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

(b) Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Website and Services. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

(c) Waiver. The failure of either party to assert any right under these Terms of Use shall not be considered a waiver of that party’s right and that right will remain in full force and effect.

(d) Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

(e) Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

(f) English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

13. Contact

If you have any questions or comments regarding these Terms of Use, please contact us at:

AVAC Ltd.
Suite 220, 6815 8 Street NE
Calgary, Alberta
T2E 7H7
Phone: 403-274-2774
Email: corporate@avacgrp.com