The Agreement consists of these Carta Tax Advisory Product Specific Terms (which may be updated from time to time), the eShares, Inc. DBA Carta, Inc. (“Carta”) Master Subscription Agreement (the “MSA”) that Customer accepted, and any additional terms Carta or its Affiliates present when an order is placed.
All capitalized terms that are not defined in these Carta Tax Advisory Product Specific Terms have the meaning assigned to them in the MSA.
In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 “Eligible Stakeholder” means any Security Holder of Customer for whom Customer has paid all applicable fees to permit them to access and use the Carta Tax Advisory Services.
1. 2 “Eligible Stakeholder Data” means all information and data provided by Eligible Stakeholder for the purpose of providing Carta Tax Advisory Services to such Eligible Stakeholder.
1.3 “Carta Tax Advisory Services” means the Professional Services services provided by Carta to Eligible Stakeholders, which may include, among other things, the following: (a) tax education sessions around equity events; (b) webinars; and (c) education and information regarding strategies for managing federal and state tax liabilities.
2. RESPONSIBILITIES; RESTRICTIONS.
2.1 Carta Responsibilities. Unless otherwise specified in the applicable Order Form, during the Subscription Term, Carta will provide the Carta Tax Advisory Services to Eligible Stakeholders as specified in the applicable Order Form(s).
2.2. Customer Responsibilities. Customer shall inform all Eligible Stakeholders about the availability of the Carta Tax Advisory Services through such methods as are mutually agreed-upon between Carta and Customer.
2.3 Customer Restrictions. In no event will Customer (or any its shareholders, directors, officers, employees or subcontractors): (i) make any representation, guarantee or warranty concerning Carta Tax Advisory Services or Carta Tax Advisory Services Materials except as expressly authorized in writing by Carta; (ii) make deceptive, misleading and unethical statements or practices that are or might be detrimental to Carta; (iii) make false or misleading representations, warranties, or guarantees with regard to Carta or its products and services, including any that conflict with applicable laws and regulations or this Agreement; and (iv) purport to grant rights to Eligible Stakeholders to use Carta Tax Advisory Services in a manner that exceeds the use authorized by Carta.
3. PROPRIETARY RIGHTS.
3.2 Carta Tax Advisory Services Content. In the course of delivering Carta Tax Advisory Services, Carta may deliver to Customer, or provide Customer with access to, certain audio, video, or other audio-visual content, or written materials (“Carta Tax Advisory Services Content”). Carta Tax Advisory Services Content constitutes proprietary intellectual property of Carta and its licensors, protected by patents, trademark, copyright and other intellectual property laws. Carta hereby grants Customer a limited, non-exclusive, non-tranferrable, non-sublicenseable right and license to Carta Tax Advisory Services Content during the Subscription Term solely for its internal business purposes; no license is granted whatsoever to distribute or publicly perform or display any Carta Tax Advisory Services Content to any third parties nor to create any derivative works of Carta Tax Advisory Services Content. At the earliest of expiration of the Subscription Term, termination of the applicable Order Form, or termination of the Agreement, Customer shall destroy or return to Carta any and all copies of Carta Tax Advisory Services Content in its possession, and upon request shall certify in writing to Carta that it has done so. Except as expressly provided herein, this Agreement does not grant Customer any rights under any of Carta’s intellectual property rights.
4. DISCLAIMER. Carta Tax Advisory Services are provided to assist Eligible Stakeholders with managing and understanding the tax treatment of equity compensation, based on information provided by the Eligible Stakeholder and on then-current tax law, including but not limited to judicial and administrative interpretation. Tax law is subject to continual change, at times on a retroactive basis and may result in incremental taxes, interest or penalties. Should any information and facts provided to us be incorrect or incomplete or should the law or its interpretation change, our advice may be inappropriate. Carta is not responsible for updating our advice for changes in law or interpretation after the date of our session(s). Carta Tax Advisory Service Content regarding financial planning, investment, tax, or legal topics should not be relied upon, standing alone or without the guidance of a capable professional, to support personalized decision-making by or affecting individual clients. Carta and its affiliates do not endorse or recommend specific investment companies or products, financial advisors or service providers; offer financial, investment, or legal advice or management services; or serve in a fiduciary capacity with respect to investment opportunities.