agreements

Carta YearEnd Service Terms

These Carta YearEnd Service Terms incorporate the eShares, Inc. DBA Carta, Inc. (“Carta”) Master Subscription Agreement (the “MSA”), located at https://carta.com/msa, the Carta Terms of Service (the “TOS”), located at https://carta.com/terms-of-service/, and the Carta Privacy Policy (the “Privacy Policy”), located at https://carta.com/privacy, (collectively, the “Carta YearEnd Service Terms”) all of which may be updated from time to time. The Carta YearEnd Service Terms shall govern the relationship between Carta and the company represented by the signatory to these Carta YearEnd Service Terms (“Customer” or “you”) with respect to the Carta YearEnd Services (defined below) being purchased hereunder. You agree to the Carta YearEnd Service Terms by entering into an agreement for the provision of the Carta YearEnd services, platform, features, software, mobile applications, or website (together, the “Carta YearEnd Services”), or by continuing to use the Carta YearEnd Services following an update to any of the Carta YearEnd Service Terms. All capitalized terms not defined in these Carta YearEnd Service Terms shall take the meaning assigned to them in the MSA.

  • DEFINITIONS
      • “Eligible Stakeholder” means any current employee or any other stakeholder designated by Customer to have access to the Carta YearEnd Services.
      • “Eligible Stakeholder Data” means all information and data provided by Customer or an Eligible Stakeholder for the purpose of linking an Eligible Stakeholder’s Carta YearEnd account with Customer, including, but not limited to, the following: (a) contact information (such as work email address, and personal email address); and (b) relevant Eligible Stakeholder details (such as a unique employee identification number).
      • “Carta YearEnd Services” means the services provided by Carta to Eligible Stakeholders via the Carta YearEnd platform, which include, among other things, the following: (a) a real-time picture of the Eligible Stakeholder’s U.S. federal and state income tax liability; (b) strategies for reducing federal and state income tax liability; and (c) filing an Eligible Stakeholder’s federal and state income tax returns.
  • CARTA’S RESPONSIBILITIES
      • 2.1 Platform Availability; Eligible Stakeholder Services. During the Subscription Term, Carta will: (a) make available the Carta YearEnd platform to Eligible Stakeholders who have valid Carta YearEnd accounts; (b) provide the Carta YearEnd Services to Eligible Stakeholders; and (c) provide Customer with non-transferable, non-sublicensable, and nonexclusive access to and use of an administrative dashboard for managing access for Eligible Stakeholders to the Carta YearEnd platform.
      • 2.2 Future Products and Services. From time to time, Carta may make additional products and services, or additional features and functionality of existing products and services, available to its customers, including Customer. Such products and services may be governed by additional terms and conditions, which Carta will provide to Customer at such time.
  • CUSTOMER’S RESPONSIBILITIES
      • 3.1 Provision of Customer Data. To facilitate the linking of Eligible Stakeholders’ Carta YearEnd accounts with Customer, Customer will provide Customer Data to Carta. Customer represents and warrants that, to the best of its knowledge, any Customer Data provided to Carta is truthful, complete and accurate, and that Customer will provide notice to and obtain consent from Eligible Stakeholders for the collection, use and disclosure of Eligible Stakeholder Data to Carta in connection with these Carta YearEnd Service Terms, as required under applicable law. If Carta becomes aware of any inaccurate, misleading, or fraudulent Customer Data (“Invalid Data”), Carta’s sole obligations under this Agreement shall be to report the Invalid Data to Customer. For purposes of clarity, Customer’s obligation to pay Fees shall not be waived or otherwise affected by any such Invalid Data.
      • 3.2 Eligible Stakeholder Outreach for the Carta YearEnd Platform. Customer shall inform all Eligible Stakeholders about the availability of the Carta YearEnd Services through such methods as are mutually agreed-upon.
  • EMPLOYEES’ DATA RIGHTS
    • 4.1 Terms of Service; Privacy Policy. All use of the Carta YearEnd platform by Eligible Stakeholders, and Carta’s authorized processing of Customer Data, is governed by the TOS and the Privacy Policy, which each Eligible Stakeholder will be required to agree to in order to use the Carta YearEnd platform.
    • 4.2 Collection and Use of Eligible Stakeholder Data. For purposes of clarity, Carta’s rights to process Eligible Stakeholder Data are set forth in the Privacy Policy, and Carta will collect such Eligible Stakeholder Data directly from the applicable Eligible Stakeholder and/or the Customer. As part of the Carta YearEnd Services, Carta may, subject to the Privacy Policy, share Eligible Stakeholder Data received from Eligible Stakeholders with Customer. Customer represents and warrants that, to the extent it receives any Eligible Stakeholder Data from Carta, it shall use such Eligible Stakeholder Data in compliance with the Privacy Policy and solely to provide the Carta YearEnd platform to Eligible Stakeholders; provided, however, that Customer shall have no right to disclose, share, sublicense or resell such Eligible Stakeholder Data.