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BigCarrot Escrow Agreement

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Escrow Agreement dated as of the day Contributor or Creator consented to the Terms and Conditions set forth on www.bigcarrot.com (the "Effective Date") by and among the Contributor and/or the Creator (sometimes referred to as the “Depositor”) and BigCarrot, LLC. ("BC"), as escrow agent hereunder (the "Escrow Agent").

Terms

WHEREAS, Depositor has agreed to deposit in escrow certain funds and Depositors wish such deposit to be subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

  1. APPOINTMENT. Depositors hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein and pursuant to the consented to Terms and Conditions, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein.
  2. ESCROW FUND. Contributors are depositing with the Escrow Agent the sum indicated as the Contribution as set forth by the Contributor on the Site and the Creators shall be depositing the non-refundable fee as set forth on the Site (the "Escrow Deposit"). The Escrow Agent shall hold the Escrow Deposit and, subject to the terms and conditions of the Site and of this Agreement, shall invest and reinvest the Escrow Deposit and the proceeds thereof (the "Escrow Fund") as directed in Section 3.
  3. INVESTMENT OF ESCROW FUND. During the term of this Escrow Agreement, the Escrow Funds shall be invested and reinvested by the Escrow Agent in investments which shall include but not be limited to certain U.S. Treasury obligations, certificates of deposit, bonds and other investments as shall be determined in the sole discretion of Escrow Agent. A 5% fee will be assessed in connection with each deposit and Escrow Agent shall retain said fee upon deposit and distribute said fee to an operating account of its choice at any time. The Escrow Agent shall have the right to liquidate any investments held. The Escrow Agent shall have no liability for any loss sustained as a result of any investment or as a result of any liquidation of any investment prior to its maturity.
  4. DISPOSITION AND TERMINATION. The Escrow Agent shall deliver the applicable portions of the Escrow Fund, after profits and interest are retained and distributed to BigCarrot, LLC to each Contest winner pursuant to the Terms and Conditions as outlined on the Site.
  5. ESCROW AGENT. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and on the Site and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
  6. INDEMNITY. Depositors shall jointly and severally indemnify, defend and save harmless the Escrow Agent and its directors, officers, agents and employees (the "indemnitees") from all loss, liability or expense (including the reasonable fees and expenses of in house or outside counsel) arising out of or in connection with the Escrow Agent's execution and performance of this Escrow Agreement. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement. The Depositors hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrow Fund for the payment of any claim for indemnification, compensation, expenses and amounts due hereunder.
  7. MISCELLANEOUS. The provisions of this Escrow Agreement may be waived, altered, amended or supplemented, in whole or in part by Escrow Agent. This Escrow Agreement shall be governed by and construed under the laws of the State of New York. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the State of New York. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Escrow Agreement. No party to this Escrow Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure, or other causes reasonably beyond its control.