This Addendum (“Addendum”) modifies and is incorporated into the Terms of Service by and between Customer (“you”, or “your”) and eShares, Inc. DBA Carta, Inc. (“Carta”, “we” , “us”, “our”) and contains additional terms in connection with our educational tax advisory service (“Tax Service”). All capitalized terms that are not defined in this Addendum have the meaning assigned to them in the Terms of Service.
For a mutual understanding, this Addendum covers information about the Tax Service and the responsibilities of Carta, along with your responsibilities as a recipient of the Tax Service. Tax Service is included within the definition of “Content” under the Terms of Service.
1. WHAT WE’LL DO AND NOT DO
If your sponsoring company has elected to offer the Tax Service to you, Carta’s tax specialists will work with you to educate and inform you about the tax consequences of your equity decisions. The Tax Service may include, without limitation: education webinars, in-person group sessions, 1-on-1 sessions, marketing and outreach, online tax tools, and such other similar services designed to promote learning related to your tax situation.
Carta’s Tax Service does not include investment advice, nor does it include the preparation or submission of any individual’s taxes or the representation of any individual before a state or federal tax authority. Carta will make no audit or other substantiation/verification of your submitted data but may need to ask you more questions for clarification when documents or information appears to be missing, incomplete or inconsistent in order to provide the Tax Service. Carta encourages you to work closely with your own attorney, accountant, and other appropriate professionals in addition to receiving the Tax Service.
2. WHAT WE’LL NEED YOU TO DO
You may be required to sign up in order to access and use certain features of the Tax Service. If you choose to use the Tax Service, you agree to provide and maintain true, accurate, current and complete information about yourself within your Carta profile account or as requested by Carta’s tax specialists.
Modifications to Tax Service: Carta reserves the right to modify or discontinue, temporarily or permanently, the Tax Service (or any part thereof) with or without notice. You agree that Carta will not be liable to you or to any third party for any modification, suspension or discontinuance of the Tax Service. The tax specialty, areas of expertise, experience levels, and availability of Carta’s tax specialists are subject to restriction and change without notice.
The Tax Service is being offered pursuant to a contractual arrangement we have with your sponsoring company.
4. DISCLAIMER, LIMITS OF LIABILITY
THE TAX SERVICE IS PROVIDED TO YOU UNDER A CONTRACTUAL ARRANGEMENT WITH YOUR SPONSORING COMPANY, WHICH MAY BE TERMINATED AT ANY TIME. FOR THE AVOIDANCE OF DOUBT, YOUR SPONSORING COMPANY IS NOT INVOLVED IN THE PROVISION OF THE TAX SERVICE. YOU ACKNOWLEDGE AND AGREE THAT SPONSORING COMPANY IS NOT RESPONSIBLE FOR THE TAX SERVICE PROVIDED TO YOU.
YOU ACKNOWLEDGE THAT YOU ALONE ARE RESPONSIBLE FOR DETERMINING THE SUITABILITY OF YOUR INVESTMENTS, TAX, AND FINANCIAL SITUATION IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES. YOU UNDERSTAND THAT CARTA ASSUMES NO RESPONSIBILITY FOR SUCH DETERMINATION AND AGREE THAT CARTA AND ANY ITS AFFILIATES WILL HAVE NO LIABILITY WHATSOEVER FOR THE RESULTS OF YOUR INVESTMENT AND TAX STRATEGIES, TRANSACTIONS, AND DECISIONS.
YOU AGREE AND UNDERSTAND THAT THE TAX SERVICE PROVIDED DURING A WEBINAR OR ONE ON ONE SESSION, OR OTHER DELIVERY METHOD, IS BASED ON THE FACTS PROVIDED TO US AND ON CURRENT TAX LAW INCLUDING JUDICIAL AND ADMINISTRATIVE INTERPRETATION. YOU FURTHER UNDERSTAND THAT 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 BY YOU TO CARTA BE INCORRECT OR INCOMPLETE OR SHOULD THE LAW OR ITS INTERPRETATION CHANGE, OUR TAX ADVICE MAY BE INAPPROPRIATE. WE ARE NOT RESPONSIBLE FOR UPDATING OUR TAX ADVICE FOR CHANGES IN LAW OR INTERPRETATION AFTER THE PROVISION OF OUR TAX SERVICE. MATERIAL OR CONTENT PROVIDED BY CARTA OR POSTED ON ITS SITE REGARDING INVESTMENT, TAX, AND RELATED PLANNING, 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 YOU. 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.
IN NO EVENT SHALL CARTA BE LIABLE HEREUNDER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE), FOR ANY: (A) LOSS, ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE OR IF CARTA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS ADDENDUM OR YOUR ACCESS TO OR USE OF THE TAX SERVICE THAT EXCEED ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE INSUFFICIENCY OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED HEREIN.
CERTAIN JURISDICTIONS AND LAWS MAY NOT PERMIT SOME OR ALL OF THE DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION. IN THE EVENT THAT SUCH A JURISDICTION OR LAW APPLIES TO THE SUBJECT MATTER OF THIS ADDENDUM, THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
No other terms or conditions of the Terms of Service not hereby otherwise modified or amended shall be negated or changed as a result of this Addendum. In the event of a conflict between the terms of the Terms of Service and this Addendum, the terms of this Addendum shall take precedence.
You may “opt-in” to receive Tax Service appointment reminders via mobile alerts and text messages. By opting in to Tax Service appointment reminders, you agree to receive mobile alerts and text messages from Carta. Carta does not charge users fees to send or receive text messages. However, message and data rates may apply. You are liable for any mobile phone charges incurred (usage, subscription, etc.) as a result of sending or receiving mobile alerts or text messages as part of Tax Service appointment reminders. To “opt-out” from receiving mobile alerts and text messages from Carta for Tax Service appointment reminders, text “STOP” to (650) 422-2506 from your mobile device or reply “STOP” to any mobile alert or text message from Carta.
Tax Service appointment reminders are supported on all U.S. carriers. Carta will not be liable for any delays in the receipt of any mobile alerts or text messages connected with Tax Service appointment reminders. Delivery of all mobile alerts and text messages is subject, at all times, to effective transmission from your wireless service provider/network operator.
6. GOVERNING LAW
Any action related to this Addendum will be governed exclusively by the internal laws of the state of California, without regard for its conflicts of laws rules, and all disputes hereunder shall be subject to the exclusive jurisdiction of the state or federal courts located in San Francisco County, California. The Parties hereby irrevocably consent to the jurisdiction of such courts. This Addendum shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act.
By signing up for the Tax Service, you agree that you have read, understand, and accept your obligations and responsibilities stated above; and you understand Carta’s responsibilities and limit of liabilities as explained above and as set forth in the Terms of Service. These Terms of Service may be amended at any time and your continued use of the Tax Service will be considered your acceptance. You also agree that you have read our Privacy and Confidentiality Notice.