Carta Liquidity Terms of Use for Sell Interest

1. This website is operated by Carta Capital Markets, LLC (CCMX), a broker-dealer registered with the U.S. Securities and Exchange Commission and member of the Financial Industry Regulatory Authority (FINRA) and Securities Investor Protection Corporation (SIPC). CCMX is a subsidiary eShares, Inc., dba Carta, Inc. Please also refer to CCMX’s important disclosures found here: https://carta.com/liquidity/documents/
2. CCMX offers this website, including all information, tools and services, mobile website, associated webpages, portals, applications, features and content (collectively, Content) available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices set forth herein and which apply each time you use or access such Content. CCMX only offers this website to “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. By using or accessing this website you warrant and represent that you are a “qualified investor” or a “qualified institutional buyer”. CCMX reserves the right to change these terms which you are responsible for regularly reviewing and your continued use of this web site constitutes agreement to all such changes.
3. Certain features of the Content may permit you to upload, post, display, transmit, or otherwise provide certain requested information, data, prices, quantity, investment or company information, content, links, files, or other materials to the Content as may be requested or required for use and operation of the CCMX website, or as part of messaging, review, comment, discussion board, or similar functionality on the Content, and/or as part of a survey, questionnaire, promotion, or request for feedback or input regarding the Content (Submissions). You hereby grant to CCMX and its affiliates a royalty-free, fully transferable, fully sublicensable license to use, display, copy, perform, reproduce, modify, record, distribute, generate market data and create derivative works of Submissions in connection with its: (i) operation of the Content and its features and functionalities; (ii) development, promotion, and implementation of its products, services, programs, and events; and (iii) research, development, and its own business operations.
  By uploading, posting, displaying, transmitting, or otherwise providing a Submission to the Content, you represent and warrant that: (i) you possess all legal rights required to upload, post, display, and/or transmit each Submission and permit CCMX and its affiliates to use such Submission as set forth herein (including without limitation any necessary third-party license rights or required consents under applicable law); (ii) each Submission is in full compliance with all applicable laws and regulations; and (iii) your Submissions do not infringe, misappropriate, or otherwise violate the personal or proprietary rights of any third party.
4. No Content including any information or data found on this website shall constitute a recommendation, solicitation or offer by CCMX or its affiliates to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service. No information, data or Content on the website has been prepared with reference to any of your specific investment requirements or financial situation. Investments or transacts involving in certain unregistered securities of private non-reporting issuer and give rise to substantial risk that is not be suitable for all investors. Investments and transactions in any unregistered securities are highly speculative and involves a high degree of risk and should only be considered as a long-term investment. Investing in unregistered securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment who are be prepared to withstand a total loss. Unregistered securities are also highly illiquid and there is no guarantee that a market will develop for such securities. Each investment or transaction also carries its own specific risks and you should perform your own independent due diligence regarding a given investment, including obtaining additional information about an issuer, opinions, and/or financial projections. Before entering into any transaction you should consult your business advisor, attorney, and tax or accounting advisors with respect to the price, suitability, value or risk of your specific investment. The Content, information or data provided on this website is not provided to and may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organization or where CCMX or its affiliate are not authorized to provide such Content, information or data. Some Content, information or data contained in this website may not be available in all jurisdictions or to all users.
5. All content included as part of the Content, such as text, graphics, logos, and images, as well as the compilation thereof, and any software or other proprietary materials used on or integrated with the Content, are the property of CCMX, its affiliates or its applicable third-party licensors, and are protected by copyright and other domestic and international laws governing intellectual property and proprietary rights. CCMX and/or its affiliates reserve all rights in the Content not expressly granted herein.
  You agree that no ownership rights are acquired by you in any part of the Content under these terms or through your use of the Content. No rights or licenses, express or implied, to any intellectual property hereunder are granted to you except as specifically authorized herein. You may not copy, modify, distribute, display, reproduce or republish any of the data or Content contained on the website without obtaining the prior written consent of CCMX.
6. Certain services, features, or components made available via the Content are delivered by third-party providers. By using any feature, service, or functionality originating from the Content, You hereby acknowledge and consent that CCMCX or its affiliates may share information and data that you submit or upload to the Content with the applicable third-party provider as may be required to enable and facilitate the requested third-party product, service, or functionality, subject to the Carta Liquidity terms and conditions.
  References or links in the Content to any commercial products or services, or CCMX’s use or display of any business, firm, corporation, or trade name on the Content, do not constitute endorsement by CCMX of any such product, service, or entity. CCMX makes no representation or guarantee whatsoever with respect to any third-party products or services.
7. Additional notices, terms, and conditions may apply to services, receipt of or access to certain materials, participation in a particular program, and/or to specific portions or features of the Content, including without limitation the terms of third-party tools, applications, and APIs utilized by or incorporated in the Content, and the terms of app stores, digital distribution services, or third-party payment processors. Your use of any such third-party feature, tool, application, or API is conditioned on Your acceptance of all third-party terms applicable thereto, and You agree to abide by all such terms in connection with Your use of the Content. You hereby agree that: (i) this TOS operates in addition to any terms of service imposed or required by any such third-party provider; and (ii) the terms of this TOS supplement and do not alter or amend any such third-party terms of service.
8. CCMX AND ITS AFFILIATES EXPRESSLY DISCLAIM RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY MATERIALS, PROGRAMS, APPLICATIONS, TOOLS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE CONTENT, AND YOU AGREE THAT NEITHER CCMX NOR ITS AFFILIATES SHALL BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY DEALINGS BETWEEN YOU AND A THIRD PARTY, REGARDLESS OF WHETHER SUCH DEALINGS WERE FACILITATED OR PERFORMED IN CONNECTION WITH THE CONTENT.
9. CCMX DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. THE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CCMX AND ITS AFFILIATES HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER CCMX NOR ITS AFFILIATE WARRANT THAT THE CONTENT WILL MEET YOUR EXPECTATIONS, SPECIFICATIONS, OR REQUIREMENTS, OR THAT THE CONTENT WILL BE FREE OF VIRUSES, MALWARE, OR ERRORS. CCMX AND ITS AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE LOSS OR CORRUPTION OF DATA OR CONTENT UPLOADED TO, STORED BY, OR TRANSMITTED BY THE CONTENT OR SERVICES, INCLUDING WITHOUT LIMITATION ANY SUBMISSIONS.
  IN NO EVENT SHALL CCMX OR ITS AFFILIATES BE LIABLE HEREUNDER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE), FOR ANY LOSS OR INACCURACY OF DATA, LOSS, OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS AND/OR GOODWILL, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE 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 THESE TERMS, THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
10. You understand, acknowledge, and agree that the operation of certain features of the Content may require or involve the provision, use, and dissemination of various items of personally identifiable information, including without limitation personal contact information. Please refer to the Carta Liquidity terms and conditions (as updated from time to time), for a summary of CCMX’s policies and use practices regarding personally identifiable information.
11. These terms shall be governed by and construed in accordance with the laws of the state of New York, without regard to conflicts of laws provisions. The sole and exclusive jurisdiction for any action or proceeding arising out of or related to these terms shall be in a state or federal court located in the County of New York, State of New York. You also unconditionally waive your right to a jury trial. Any cause of action you may have with respect to your use of this website must be commenced within one (1) year after the claim or cause of action arises. If any part of these terms is determined to be invalid or unenforceable pursuant to court order or other operation of applicable law, such provision shall be deemed severed from these terms, and the remainder the terms shall continue in full force and effect to the maximum extent permitted under applicable law.