Last Updated: August 31, 2022

These Terms of Sale of NFTs to Carrot apply to all purchases of non-fungible tokens (the “NFTs”) by Carrot Group Inc. (“Company” or “us”) from you (“you”) through the Company’s online NFT submission portal, available at digcarrot.com (“Portal”). By submitting any NFT to the Portal for purchase by the Company, you accept these Terms of Sale of NFTs to Carrot and the Company’s Privacy Policy and Terms of Service (collectively, these “Terms”). Any changes in these Terms must specifically be agreed to in writing signed by the Company and you. For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Eligibility. You represent and warrant that you have the full right, power, and authority to agree to these Terms and to abide by and comply with these Terms. You represent and warrant that you are of the legal age of majority in your jurisdiction as is required to access the Portal and sell NFTs to us. You further represent that you are legally permitted to use the Portal and NFTs in your jurisdiction including creating, transacting, and owning NFTs, and interacting with the Portal in any way and that you have not previously been banned from the Portal or selling NFTs to us. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that the Company is not liable for your compliance or failure to comply with such laws. You further represent and warrant that all NFTs lawfully created or obtained by you in compliance with all applicable laws. You acknowledge and agree that the Company or its designee may remove your access to the Portal and the ability to sell additional NFTs at any time for any reason and without notice to you.
2. Submission of NFTs. When you submit a NFT, you may be required to provide us with some information about yourself or the NFT, such as your name, email address, phone number, digital wallet information, payment information, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading.
3. Purchase. The Company may offer to purchase a NFT you have submitted by providing you with a notice that includes information regarding such purchase, including confirmation of the proposed payment amount (“Purchase Notice”). By accepting the terms of the Purchase Notice, you agree to sell such NFT to the Company (a “Purchased NFT”) in exchange for the payment described in the Purchase Notice. The terms in Sections 4-8 will apply to the sale of all Purchased NFTs.
4. Payment. The Company agrees to pay you a fixed price for each Purchased NFT. The price for Purchased NFTs will be set forth in the NFT listing and confirmed in the Purchase Notice. The Company will pay you for any Purchased NFTs using the payment information you have provided, within 30 days of your acceptance of the applicable Purchase Notice.
5. Taxes. The blockchain on which the sales of Purchased NFTs is conducted (the “Blockchain”) may require the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Blockchain. You will be solely responsible to pay all Gas Fees associated with the sale of your NFTs, as well as all taxes, fees, duties and governmental assessments (except for taxes based on the Company’s net income) that are imposed or become due in connection with your sale of a Purchased NFT (“Taxes”). Except for income taxes levied on the Company, you (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
6. Assignment. You hereby perpetually, irrevocably, and unconditionally assign, transfer, and convey to Company and its successors and assigns, all of your worldwide right, title, and interest in and to the Purchased NFTs.
7. License. You hereby grant the Company a non-exclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license under (i) all copyrights, copyright applications, copyright registrations, or other intellectual property rights owned by you in the Purchased NFTs or the artwork represented by the Purchased NFT (clause (i) the “Purchased NFT IP”); and (ii) any publicity waivers or rights therein signed by any persons appearing in the Purchased NFT, to (a) resell or market the Purchased NFT, and (b) display and otherwise use the Purchased NFT (i) for personal use (for example home display, display in a virtual gallery or as an avatar); (ii) as part of a marketplace that permits the purchase and sale of NFTs; or (iii) as part of a website or application that permits the inclusion, involvement, or participation of NFTs. The license includes any necessary rights under the Purchased NFT IP to format or crop the Purchased NFT for display. The license rights to the Purchased NFT IP for the Purchased NFT is automatically and always transferred with the Purchased NFT if it is resold.
8. Representations and Warranties. You represent and warrant to Company that: (i) you exclusively owns all right, title, and interest in and to the Purchased NFTs and Purchased NFT IP; (ii) you have not granted and will not grant any licenses or other rights to the Purchased NFT IP to any third party; (iii) the Purchased NFTs and Purchased NFT IP are free of any royalty payment requirements, liens, encumbrances, security interests, and restrictions on transfer or use; (iv) the Purchased NFT IP does not infringe the intellectual property rights or other rights of any third party; (v) there are no legal actions, investigations, claims, or proceedings pending or threatened relating to the Purchased NFTs or Purchased NFT IP; and (vi) you have obtained publicity waivers sufficient to create any Purchased NFT without violating any rights of such persons.
9. Miscellaneous. These Terms, including the applicable Purchase Notice and the Carrot Terms of Service digcarrot.com/terms-of-service, constitute the entire legal agreement between you and the Company, govern your access to and use of the Portal and sale of Purchased NFTs, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the Portal and the sale of Purchased NFTs, whether oral or written. There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms create any agency, partnership, or joint venture. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party. You may not assign any or your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger. You may not assign your rights or obligations under these Terms. Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision. We will not be liable for any failure or delayed performance of our obligations that result from any condition beyond our reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labor conditions, power failures, Internet disturbances, acts or omissions of third parties, plague, epidemic, pandemic, outbreaks of infectious disease and/or any other public health crisis, including quarantine or other employee restrictions. By providing us with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.