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Page 3 of 14
<br />v. 202207
<br />users receiving services in such country. Without
<br />limitation of the foregoing, Member Services in
<br />Operational Countries include access to the Carrot
<br />Platform, Care Navigation team (i.e., support specialists
<br />who have been trained in reproductive health, all paths to
<br />parenthood, and the Carrot benefit). Member Services in
<br />Available/Limited Services Countries include access to
<br />Carrot’s Care Navigation team telephonically only, but
<br />generally exclude the other services provided in
<br />Operational Countries.
<br />2. USE RIGHTS AND LICENSES
<br />2.1. Services. Subject to Customer’s obligations
<br />hereunder, Carrot grants Customer the limited right to
<br />inform its Employees of Carrot’s Services, and to have its
<br />Eligible Employees and their respective Dependents, in
<br />each case, who elect to become Members, access and use
<br />the Member Services during the applicable Subscription
<br />Period; provided that such Member has agreed to Carrot’s
<br />Terms of Service (currently available at https://www.get-
<br />carrot.com/terms (“Terms of Service”) and Carrot’s
<br />Privacy Policy (currently available at https://www.get-
<br />carrot.com/privacy-policy “Privacy Policy”).
<br />2.2. Reports. Carrot hereby grants Customer a non-
<br />transferable, non-assignable, non-sublicensable, royalty
<br />free, worldwide license to use on a perpetual basis,
<br />Utilization Reports for internal business purposes only.
<br />Customer may not modify, alter, decompile, dissemble,
<br />reverse engineer or create derivative works from any
<br />Report, without Carrot’s express permission.
<br />2.3. Customer Data. Customer hereby grants Carrot a
<br />non-exclusive, worldwide, personal, royalty-free, non-
<br />transferable (except to entities controlling, controlled by, or
<br />under common control with Carrot) license to access and
<br />use Customer Data to: (a) the extent necessary for Carrot to
<br />make Services available to Customer and Members; and (b)
<br />create aggregated, deidentified and/or anonymized
<br />information to (i) help with monitoring, maintaining, and/
<br />improving Services; (ii) develop new products and
<br />services; and (iii) to run statistical and performance
<br />analysis on the same. Customer hereby represents and
<br />warrants that, and all times during the Subscription Period,
<br />Customer Data shall be accurate, complete, and current.
<br />Additionally Customer represents and warrants that it has
<br />obtained all necessary rights, licenses or other
<br />authorizations from Employees to grant the license set forth
<br />in this Section 2.3.
<br />3. CARROT’S RESPONSIBILITIES
<br />3.1. Services. During the Subscription Period, Carrot
<br />will make Services available to Customer. Except as set
<br />forth in Exhibit C, during the Subscription Period, Carrot
<br />may modify, discontinue, or otherwise change any or all
<br />aspects of the Services; provided, that it does not materially
<br />decrease the overall functionality of the Services.
<br />3.2. Future Services. From time to time, Carrot may
<br />make updates to the Services and may make those updates
<br />available to its customers, including Customer. Such
<br />updates may be governed by additional terms and
<br />conditions, which Carrot will provide to Customer at such
<br />time. Customer will have no obligation to use such updates
<br />unless and until it has accepted such additional terms.
<br />3.3. Fee Assumptions. Notwithstanding anything to
<br />the contrary in this Agreement, Customer acknowledges
<br />that the Fees presented in the Order Form were determined
<br />in reliance on: (a) the accuracy of the Eligible Employee
<br />population size, countries served, and other details as
<br />reflected in the applicable Order Form and (b) Customer’s
<br />full and complete compliance with the terms of Exhibit B.
<br />Further, except as expressly set forth in the Order Form,
<br />Customer acknowledges that the Fees presented in the
<br />Order Form assume that no customization to Carrot’s
<br />standard offering and plan design, in each case, for the
<br />selected tier will be required (e.g., no modifications to
<br />standard plan design, no need for single sign-on, no
<br />deviations from the formatting specified in Exhibit D). If
<br />Customer’s actual requirements vary, of the factors
<br />described in Sections 3.3(a) and 3.3(b) of these Terms
<br />change, Carrot has no obligation to accommodate such
<br />requirements (or to modify the Order Form or Exhibit B).
<br />Additional fees and terms apply should any such
<br />accommodations or modifications be made.
<br />4. CUSTOMER’S RESPONSIBILITIES
<br />4.1. Provision of Customer Data. Customer shall: (a)
<br />provide the Customer Data to Carrot; (b) only provide the
<br />Customer Data of Eligible Employees located in the
<br />country(ies) listed on the Order Form; and (c) provide such
<br />Customer Data in accordance with the specifications,
<br />method, and with such frequency as may be reasonably
<br />requested by Carrot. A copy of Carrot’s current eligibility
<br />file specifications are attached hereto as Exhibit D, and any
<br />required updates will be communicated to Customer.
<br />Carrot shall not be responsible for any overpayments, the
<br />inability to provide Services to Members or other issues
<br />that arise solely from the inaccuracy of Customer Data
<br />(“Invalid Data”). Customer will promptly update any
<br />Customer Data that it discovers to be Invalid Data or
<br />otherwise inaccurate. For purposes of clarity, Customer’s
<br />obligation under Section 4.2 shall not be waived or
<br />otherwise affected by any such Invalid Data.
<br />4.2. Intentionally Omitted.
<br />4.3. Communications. Customer shall provide all
<br />reasonable assistance to Carrot to inform all Eligible
<br />Employees about the availability of the Services.
<br />5. DATA PROTECTION AND DATA
<br />PROTECTION LEGISLATION
<br />5.1.Data Protection. Each party shall implement and
<br />maintain an information security program comprised of
<br />reasonable physical, technical and organizational
<br />safeguards designed to protect the security, integrity and
<br />confidentiality of Data against accidental or unlawful
<br />destruction, loss, alteration, or unauthorized disclosure or
<br />access. Such information security program shall include:
<br />(a) reasonable physical security controls with respect to all
<br />premises in which Data will be processed and/or stored by
<br />such party; (b) reasonable precautions taken with respect to
<br />the employment of and access given to Data to such party’s
<br />personnel; and (c) a network security program that includes
<br />DocuSign Envelope ID: D630F73D-D64F-4694-A24A-FC8220069016
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