Effective Date: September 1, 2023
These Carta Tax Preparation Product Specific Terms are incorporated by reference into the Engagement Letter (the “Agreement”), and forms part of the Agreement between Customer and Carta. Carta may also update the Tax Preparation Terms (as defined herein) from time to time, as described herein. Capitalized terms used but not defined in these Tax Preparation Terms have the meanings given in the Agreement or the MSA (as defined in the Agreement).
The Tax Preparation Terms apply to Carta’s tax preparation and filing services, including but not limited to SPV Tax Preparation, Fund Tax Preparation, GP Entity Tax Preparation and Management Company Tax Preparation (the “Tax Preparation Services” and for purposes of the Agreement, part of the Professional Services).
The Tax Preparation Services are offered to Customer conditioned upon Customer’s acceptance without modification of any/all the terms, conditions, and notices set forth above and below and/or incorporated into any engagement letter(s) with Carta with regard to the Tax Preparation Services (collectively, the “Tax Preparation Terms”). By accessing or using the Tax Preparation Services, Customer agrees to be bound by the Tax Preparation Terms and represents that Customer has read and understands the terms, which contain information concerning Customer’s legal rights and limitations of these rights, as well as a section regarding applicable law and jurisdiction of disputes.
1. Use of the Tax Preparation Services.
1.1. Tax Preparation Services
1.1.1. Applicable Fee. Customer’s use of the Tax Preparation Services may require Customer to pay a fee to Carta as set forth in the Engagement Letter, and Customer’s use of certain Tax Preparation Services may be conditioned upon paying the applicable fee for such Tax Preparation Services, including but not limited to base Tax Preparation Services fees plus any additional fees for “Premium Tax Services” as indicated in the Engagement Letter or any scope of services incorporated therein.
1.1.2. Prohibited Use. Customer must not, directly or indirectly use the Tax Preparation Services in a way that is a Prohibited Use. “Prohibited Use” includes but is not limited to any of the following activities when using the Tax Preparation Services: (1) using the Tax Preparation Services in any unintended manner, such as to provide services for third parties, including but not limited to tax-related advice or consulting services, and preparation of any documents using the Products and Services for a third party; (2) removing any proprietary notice, labels, or marks on documentation or advice related to the Tax Preparation Services, or any work product generated from your use of the Products and Services; (3) disabling or circumventing any access control or related device, process, or procedure established with respect to the Tax Preparation Services; (4) using the Tax Preparation Services in any unlawful manner; and (5) any action that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law.
1.2. Accuracy and Completeness of Information.
1.2.1. Tax return review. Customer has the sole responsibility and liability for reviewing and verifying all draft and filed tax returns and results from the Tax Preparation Services for accuracy and completeness, and for verifying that all required forms have been filed with the IRS or applicable revenue authority, including forms that are supported by the Tax Preparation Services.
1.2.2. Information provided. Customer represents that all information provided is accurate, consistent, and complete and that Customer has the right to provide the information to Carta. Customer understands that Carta is relying upon information provided by Customer (including information on source documents), and Carta does not independently verify information that Customer provides. It is Customer’s responsibility to substantiate the basis for any claimed credits, deductions, or expenses. Any information Customer provides shall be considered Customer Data. If Customer provides, or Carta reasonably believes Customer has provided, information that is false, incorrect, incomplete, or improper, Carta has the right to delete the information, suspend any of Customer’s accounts, and/or refuse all current or future use of the Tax Preparation Services.
2. Important Information.
2.1. No legal advice. The Tax Preparation Services provided may provide general information regarding common legal issues that Customer may encounter, but the information is not specifically tailored to Customer and should not be relied upon by Customer as a basis for making decisions about Customer’s particular situation. Carta does not provide legal advice or recommendations, review Customer’s information for legal sufficiency, or draw legal conclusions regarding Customer’s particular situation. Carta is not an attorney or law firm, and may not perform Tax Preparation Services performed by an attorney or law firm. Carta’s advice, products, and Tax Preparation Services are not a substitute for the advice of any attorney or law firm.
2.2. No attorney-client relationship. The use of Tax Preparation Services by Customer is not intended and does not create an attorney-client relationship between Customer and Carta.
2.3. No financial advice or investment recommendations. Carta does not provide financial advice or investment recommendations, and Carta and the Tax Preparation Services are not a substitute for such advice or recommendations.
3. Description of Tax Preparation Services.
Automatic Importing of Tax Information. Carta may enter agreements with certain financial institutions or other service providers that will allow Customer to electronically import tax information directly to Carta. If Customer elects to use this service, Customer will be using functionality provided by the financial institution or other service provider’s systems to transfer information to Carta. By using such Tax Preparation Services, Customer consents to Carta accessing, transmitting, and storing Customer’s tax information.
Availability and accuracy of information. Carta does not represent or guarantee that importing tax information will be available or accurate. Customer should review the accuracy of all information in Customer’s tax return, including information imported from third parties, including from financial institutions.
4. Taxpayer Responsibilities.
4.1. Provide Information. Customer must provide Carta with accurate, consistent, and complete information that Carta requests to provide or supply Customer with one or more of the benefits associated with the Tax Preparation Services which may include, without limitation Customer’s name, address, telephone number, email address, EIN number, income documents, deduction and credit documentation, receipts, and other information. Customer authorizes Carta to use information previously provided to Carta, including any information uploaded or shared with Carta via our website, mobile app, or email. Failure to provide requested information may result in the Tax Preparation Services being unavailable, limited, reduced, or delayed.
4.2. Review and Approve Returns. After Carta completes the preparation of Customer’s tax returns, Customer must review and approve all returns before Carta can file Customer’s tax returns for Customer. Carta will not file any tax returns unless it receives Customer’s written approval. If Customer identifies any errors in its tax return during its review (and before Customer approves the tax return), Carta will work with Customer to correct any errors.
4.3 Recordkeeping. Customer is responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. Customer agrees and acknowledges that Customer must comply with federal and state recordkeeping requirements, including those of the Internal Revenue Service. Carta will not and has no obligation to store Customer’s tax documents, information, or returns other than to the extent required by applicable law and regulation.
4.4. Payment. Carta will not file any tax returns until we receive payment from Customer for the Tax Preparation Services.
4.5 Responsibility for Tax Payment. CUSTOMER HAS THE OBLIGATION TO PAY ALL OF ITS TAX LIABILITY FOR CURRENT AND FUTURE TAX YEARS TO ALL TAXING AUTHORITIES, INCLUDING PAYMENT OF PROPER WITHHOLDINGS AND QUARTERLY ESTIMATED TAX PAYMENTS, AND TO COMPLY WITH ALL FILING REQUIREMENTS DURING AND SUBSEQUENT TO TAX PREPARATION SERVICES.
5. Privacy. Customer’s use of the Tax Preparation Services is subject to Carta’s Privacy Notice, available at https://carta.com/privacy/.
6. Access and Termination.
6.1. Access to Tax Preparation Services. Carta reserves the right to change or discontinue any aspect of the Tax Preparation Services, at any time, without notice to Customer or Customer’s consent, and for any reason; or to cancel or terminate Customer’s use of the Tax Preparation Services if Customer violates the Agreement and/or the Tax Preparation Terms. Carta will not be liable to Customer or any third party for any modification or discontinuance of any aspect of the Tax Preparation Services.
6.2. Termination of Agreement. The Tax Preparation Terms are effective until Customer’s subscription term expires, or when Customer or Carta terminates the Agreement. Carta may suspend the Tax Preparation Services at any time at its discretion.
7. Effect of Termination. Customer must stop using the Tax Preparation Services once Customer’s subscription period expires or when the Agreement is terminated. Upon Carta’s termination of the Agreement, or expiration of Customer’s subscription to the Tax Preparation Services, Customer must immediately stop using the Tax Preparation Services and pay all fees for Tax Preparation Services used. No expiration or termination will entitle Customer to any refund or change or excuse Customer’s obligation to pay all fees due or that may have accrued through the effective date of expiration or termination.
8. Communications.
8.1. Communications (General). Carta may contact Customer from time to time to support Customer’s use of the Tax Preparation Services in a variety of ways such as via email or messaging functionality in the Tax Preparation Services. Customer hereby consents to, and understands that communications about the Tax Preparation Services are not able to be opted-out of, and will be provided using the contact information supplied by Customer, including through electronic means.
9. Disclaimer of Warranties. Carta is not a government entity or its representative. Customer may visit irs.gov or contact applicable taxing authorities for more information. Notwithstanding anything to the contrary in the Agreement, the only warranties Carta makes about the Tax Preparation Services are (1) stated in these Tax Preparation Terms, or (2) as provided under applicable laws.
9.1. No Legal, Accounting, or Investment Advice. CUSTOMER ACKNOWLEDGES THAT CARTA DOES NOT PRACTICE LAW, ACCOUNTING, AND/OR INVESTMENT SERVICES AND IS NOT PROVIDING OR RENDERING ANY SUCH LEGAL ADVICE, FINANCIAL ADVICE, OR INVESTMENT RECOMMENDATIONS.
9.2. Review Before Filing Tax Return. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER’S USE OF THE TAX PREPARATION SERVICES ARE NOT SUBSTITUTES FOR THE ADVICE OF AN ATTORNEY OR OTHER COMPETENT FINANCIAL PROFESSIONAL. CUSTOMER ACKNOWLEDGES AND AGREES THAT LAWS VARY FROM STATE TO STATE AND CHANGE OVER TIME AND THAT THE FINAL DOCUMENTS, RETURNS, FORMS AND LETTERS SHOULD BE REVIEWED BY AN ATTORNEY OR OTHER COMPETENT FINANCIAL PROFESSIONAL, AS APPROPRIATE, BEFORE USE AND BEFORE CUSTOMER FILES ITS TAX RETURN. CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED ALL INFORMATION AND TAX RETURNS BEFORE FILING WITH THE RELEVANT TAX AUTHORITY, AND BEFORE ANY OTHER USE.
9.3. Disclaimer of Implied Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT ANY IMPLIED WARRANTIES ARE EXCLUDED FROM THE TAX PREPARATION SERVICES. WITHOUT LIMITING THE FOREGOING, THE TAX PREPARATION SERVICES ARE OTHERWISE PROVIDED “AS-IS,” AND CARTA DOES NOT MAKE ANY OTHER WARRANTIES ABOUT THE TAX PREPARATION SERVICES. UNLESS REQUIRED BY LAW, CARTA DOES NOT PROVIDE IMPLIED WARRANTIES, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA LOSS, MERCHANTABILITY OR NON-INFRINGEMENT, OR ANY WARRANTIES WITH RESPECT TO THE ACCURACY, RELIABILITY OR AVAILABILITY OF ANY CONTENT OR INFORMATION MADE AVAILABLE IN THE TAX PREPARATION SERVICES. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO CUSTOMER, ANY IMPLIED WARRANTIES ARE LIMITED ARE LIMITED IN DURATION TO THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW FROM THE DATE CUSTOMER FIRST ACCESSED, USED OR ACQUIRED THE TAX PREPARATION SERVICES.
9.4. Disclaimer of Express Warranties. THE TAX PREPARATION SERVICES DO NOT REPLACE CUSTOMER’S OBLIGATION TO EXERCISE ITS INDEPENDENT JUDGMENT IN USING THE TAX PREPARATION SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR CORRECTLY PROVIDING AND INPUTTING ITS INFORMATION INTO THE TAX PREPARATION SERVICES AND FOR VERIFYING ALL OUTPUTS RESULTING FROM CUSTOMER’S USE OF THE TAX PREPARATION SERVICES. OTHER THAN EXPRESSLY PROVIDED IN THIS STATEMENT OF WORK, CARTA DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND. CARTA DOES NOT WARRANT ANY PARTICULAR RESULTS THAT CUSTOMER MAY OBTAIN IN USING THE TAX PREPARATION SERVICES.
10. Limitation of Liability and Damages. CUSTOMER UNDERSTANDS THAT CARTA WILL NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION CUSTOMER PROVIDES AND IS NOT RESPONSIBLE FOR DISALLOWED DEDUCTIONS OR THE INCLUSION OF ADDITIONAL UNREPORTED INCOME OR RESULTING TAXES, PENALTIES OR INTEREST.
10.1. LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CARTA TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THE TAX PREPARATION SERVICES OR THESE TAX PREPARATION TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE TAX PREPARATION SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
10.2. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IN NO EVENT WILL CARTA OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS STATEMENT OF WORK FOR ANY LOST PROFITS, REVENUES, GOODWILL OR ANTICIPATED SAVINGS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, CARTA SHALL NOT BE LIABLE FOR LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY CUSTOMER, INABILITY TO FILE CUSTOMER’S RETURN, DELAY IN PREPARING CUSTOMER’S TAX RETURN, INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO CARTA OR ANY ACCESS TO, OR USE OF, CUSTOMER’S PASSWORD AND USER ID BY AN UNAUTHORIZED PERSON. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11. Indemnity Obligations.
Without limitation of the indemnity and defense obligations set forth in the Agreement, the following shall apply:
Customer will defend, indemnify, and hold harmless Carta and its Affiliates and their respective directors, officers, managers, members, successors and assigns (each, a “Carta Indemnified Person”) from any and all third party claims, demands, actions or threat of action (whether in law, equity or in an alternative proceeding and whether groundless or otherwise), losses, liabilities, damages (including taxes), and all related costs and expenses, including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties (collectively, “Losses”), and threatened Losses due to, arising from or relating to: (a) Customer’s unlawful or unauthorized use of the Services; or (b) Customer’s breach of any representation, warranty, or covenant of Customer set forth in these Terms.
Each Carta Indemnified Person will cooperate in all reasonable respects with the Indemnifying Party and its counsel in the investigation, trial and defense of such claim or cause of action and any appeal arising therefrom; provided, however, that the Carta Indemnified Party may, at its own cost and expense, participate, through the Carta Indemnified Party’s own counsel or otherwise, in the investigation, trial and defense of such claim or cause of action; and any appeal arising therefrom.
12. Disputes/Arbitration; Waiver of Jury Trial; Waiver of Right to Bring Class Actions.
Customer and Carta agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Tax Preparation Services or this Agreement (a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.
Either Customer or Carta can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either Customer or Carta may seek to have a Claim resolved in small claims court in its county of residence or the small claims court in closest proximity to your residence, and Customer may also bring a Claim in small claims court in the Superior Court of Superior Court of California of the County of San Francisco.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Customer agrees that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision and that Customer and Carta are each waiving the right to a trial by jury or to participate in a class action, in court, and in arbitration. This arbitration provision shall survive termination of this Agreement and/or the termination of the Tax Preparation Services.
If Customer elects to seek arbitration, Customer must first send to Carta a written notice of its Claim (“Notice of Claim”). The Notice of Claim to Carta should be sent in care of our registered agent, currently The Corporation Trust Company located at Corporation Trust Center, 1209 Orange St, Wilmington, DE 19801. The Notice of Claim should include both the mailing address and email address Customer would like Carta to use to contact Customer. If Carta elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by Customer or by Carta, must (a) describe the nature and basis of the Claim or dispute; and (b) set forth the specific amount of damages or other relief sought.
Customer and Carta agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. Customer and Carta therefore agree that, after a Notice of Claim is sent but before either Customer or Carta commence arbitration or file a Claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If Customer is represented by counsel, Customer’s counsel may participate in the conference as well, but Customer agrees to fully participate in the conference. Likewise, if Carta is represented by counsel, its counsel may participate in the conference as well, but Carta agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
If Carta and Customer do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, Customer or Carta may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. Customer agrees that Customer may not commence any arbitration or file a Claim in small claims court unless Customer and Carta are unable to resolve the Claim within sixty (60) days after Carta receives Customer’s completed Notice of Claim and Customer has made a good faith effort to resolve Customer’s Claim directly with Carta during that time. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, Customer and Carta agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. Customer may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules then in effect (the “AAA Rules”), which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless Carta and Customer agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address Customer provided in its Notice of Claim.
The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California or the state of your residence and will be selected by the parties from the AAA’s National Roster of Arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.
The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and Customer and a Carta company representative shall appear at the administrative conference via telephone. If Customer fails to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless Customer shows good cause as to why it was not able to attend the conference.
The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Carta will not seek to recover its attorneys’ fees and costs in arbitration from Customer unless the arbitrator finds that either the substance of Customer’s Claim or the relief sought in Customer’s Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This Agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.
Unless Customer or Carta seeks to have a Claim resolved in small claims court, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by Customer or Carta and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that Customer or Carta prevails on a Claim and seeks public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Customer is required to pay AAA’s initial filing fee, but Carta will reimburse Customer for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in Customer’s county of residence or in the County of San Francisco, California. If the arbitrator finds that either the substance of Customer’s Claim or the relief sought in Customer’s Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Carta will not reimburse Customer’s initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to Customer or Carta and Customer and Carta waive any objection to such fee modification.
Customer and Carta agree that each may bring Claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, if Customer has elected arbitration, unless both Customer and Carta agree otherwise, the arbitrator may not consolidate any other person’s Claims with Customer’s Claims and may not otherwise preside over any form of a representative or class proceeding. If Carta believes that any Claim Customer has filed in arbitration or in court is inconsistent with the limitations in this paragraph, then Customer agrees that Carta may seek an order from a court determining whether your Claim is within the scope of the class action waiver above. If this class action waiver is found to be unenforceable, then the entirety of this Disputes Section shall be null and void.
13. General Terms (Miscellaneous).
13.1 Entire Agreement. These Tax Preparation Terms, together with the Agreement and any engagement letter(s) or other statement of works expressly referencing the Tax Preparation Services, constitute the entire agreement between Client and Carta with respect to the Tax Preparation Services, supersedes all other oral and written representations, understandings or agreements relating to this engagement, and may not be amended except by the mutual written agreement of Client and Carta. The Agreement contains, among other general terms, provisions on warranties, indemnity, and confidentiality. Notwithstanding any other provision in the Agreement to the contrary, in the event of any conflict or inconsistency between any provision of the Agreement, these Tax Preparation Terms, and any Engagement Letter that incorporates these Terms, and the Privacy Policy, such conflict or inconsistency will be resolved by giving precedence in the following order: (1) Engagement Letter(s), (2) these Tax Preparation Terms, (3) the Agreement, and (4) Privacy Policy; such that the provision in the higher ranked document, to the extent of any inconsistency or conflict with a lower ranked document, will prevail.
13.2 Survivability. The following provisions shall survive any termination of the Agreement and/or these Tax Preparation Terms: Sections 1, 2, 4, 7, 9, 10, 11, 12, and 13.
13.3 Amendments. Carta has the sole discretion to change these Tax Preparation Terms or make changes related to any aspect of the Tax Preparation Services. If this occurs, Carta will provide notice to Customer via any means Carta considers reasonable including, without limitation, e-mail, posting on Carta’s website, or updates to the Tax Preparation Services. After Carta provides notice, continued use of the Tax Preparation Services constitutes Customer’s acceptance of the changes.