By accessing and using the SAFE financing tool (the “SAFE Tool”) offered by eShares, Inc. DBA Carta, Inc. (“Carta”) on the Carta website and the information and materials therein (the “Content”), Customer is agreeing to these SAFE Investment Terms for Canadian Companies (“Terms”), which are in addition to the terms in the Master Subscription Agreement (“MSA”) in place between Customer and Carta. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the MSA.
Any communications, correspondence or interactions from or through Carta or the SAFE Tool related to any SAFEs issued by Customer (the “Communications”) are Communications between the Customer and any investor. Carta is not a party to such Communications.
IN PROVIDING THE SAFE TOOL, CARTA IS ACTING EXCLUSIVELY AS A TECHNOLOGY PROVIDER AND IS NOT ENGAGING IN THE ACTIVITIES OF A DEALER, REGISTRAR OR TRANSFER AGENT (AS THOSE TERMS ARE COMMONLY UNDERSTOOD UNDER CANADIAN SECURITIES LAWS). Carta is not compensated for any capital raised by the Customer. Carta does not intermediate or broker any purchase or sale of securities and related financial instruments. Carta does not have the ability to bind the Customer or any investor to any commitments in respect of the purchase or sale of securities and related financial instruments. The Customer has final discretion as to whether to sell the relevant securities or related financial instruments to any investor. SHOULD ANY INVESTOR DECIDE TO PURCHASE SECURITIES OR RELATED FINANCIAL INSTRUMENTS FROM THE CUSTOMER, ANY CONTRACT OF SALE FORMED IS BETWEEN THE CUSTOMER AND SUCH INVESTOR. CARTA IS NOT A PARTY TO SUCH A CONTRACT OF SALE.
The SAFE Tool, the Content and any Communications are not intended to be, does not constitute and should not be construed as, an invitation, inducement or offer to sell or solicitation of an offer to buy or enter into any contract or investment agreement with respect to any product offered by Carta or the Customer (including but not limited to securities and related financial instruments), or an offer or solicitation with respect to financial advisory services or fund management services or any product, security, or service. Carta does not provide (or offer for sale) any of such products and services.
With respect to any securities and related financial instruments that may be mentioned in SAFE Tool, the Content and any Communications, prior to the involvement of Carta, the relevant investor had previously expressed his, her or its prior interest to the Customer in the potential purchase of such securities and related financial instruments and this is the basis for the Communications.
Carta makes no representation as to the accuracy or completeness of the information found in the SAFE Tool, the Content and any Communications. Carta has not independently verified the accuracy or completeness of such information or the assumptions on which such information is based.