Supplier Procurement Terms

eShares, Inc. dba Carta, Inc.

Procurement Terms and Conditions

Effective Date:  August 1, 2020

  1. OFFER AND ACCEPTANCE.  In the absence of a signed agreement (“Signed Agreement”) by and between eShares, Inc. dba Carta, Inc. (“Carta”), or any of its Affiliates (each, a “Buyer”), and a vendor (the “Vendor”) of items and materials, including products, hardware, software, furniture, equipment, and merchandise (“Goods”) and/or services (“Services”), these Procurement Terms and Conditions (the “Terms”) govern the rights, remedies and obligations of Buyer and Vendor.  All purchase orders and any agreements, engagement letters, statements of work, or other documents executed by the Buyer and Vendor that refer to or incorporate these Terms are each a “Purchasing Document”.   The processing, in part or completely, of the Purchasing Document constitutes Vendor’s acceptance of the Buyer’s offer or counteroffer.  Any confirmation or other writing in any way altering or amending the Purchasing Document are hereby rejected and shall be of no force and effect, unless otherwise agreed to in writing by an authorized representative of Buyer.  Buyer may change, modify or update these Terms at any time with or without notice. Vendor should regularly visit [the site URL] to review the most current version of these Terms. Vendor agrees that its continued provision of the Goods and/or Services after the changes becomes effective shall constitute Vendor’s acceptance of the revised Terms.


  1. ORDER OF PRECEDENCE.  In the event of any conflict between the Purchasing Document and a Signed Agreement, the Signed Agreement shall govern and control.


  1. QUALITY.Vendor shall perform all of its obligations to Buyer (i) with due care, skill and diligence; (ii) in a professional and workmanlike manner; (iii) in accordance with generally-accepted industry standards and practices; (iv) in conformity with the specifications in the Purchasing Document; and (v) without a conflict of interest with respect to any third party.  All results of the Services developed by the Vendor, either alone or jointly with others, whether completed or in progress shall conform to the relevant specifications in the Purchasing Document; and, to the extent there are no directly relevant specifications, to generally accepted industry standards.  All Goods shall be merchantable, free from defects in design, workmanship and materials, shall conform to the specifications and performance requirements identified in the Purchasing Document, conform in all respects to the Purchasing Document, and be fit for their intended use and/or purpose.


  1. VENDOR PERSONNEL.  Vendor shall determine the methods, details and means of performing the Services.  Unless set forth in a Purchasing Document, Buyer will not control, direct or supervise Vendor’s employees, independent contractors, vendors, agents, permitted subcontractors or invitees (collectively, “Vendor Personnel”) in the performance of Services.  Vendor shall use adequate numbers of qualified individuals with suitable training, education and experience to perform the Services. Unless otherwise specified in the Purchasing Document, any Vendor Personnel, employees of Vendor’s subcontractors assigned to provide Services, with access to Buyer’s facilities or given access to any of Buyer’s internal systems will have undergone a diligent background check.  Vendor shall provide evidence of such background checks promptly to Buyer upon request.  All Vendor Personnel shall meet the licensing, security, labor, and site requirements for the location where the Services are being performed.  It shall be Vendor’s sole responsibility to compensate and/or pay Vendor Personnel and such Vendor Personnel will not be entitled to any of Buyer’s employee benefits.  Vendor shall withhold and pay all amounts required for any employee or employee tax or contribution, including any required income taxes, unemployment insurance, and disability insurance.    Vendor shall maintain complete and accurate records to substantiate Vendor’s compliance with this paragraph for a period of six (6) years from the last day on which the Vendor Personnel to whom such records relate provided services to Buyer, and Vendor shall promptly comply with Buyer’s request for copies of such records and/or for certification from Vendor indicating its compliance with this paragraph.


  • 5.1    Vendor and Vendor Personnel shall comply with all applicable laws in effect now or hereafter enacted; including all applicable:  (i) data protection and privacy laws; (ii) employment, tax, immigration, benefits and workers compensation laws; and (iii) international anti-corruption laws.  Vendor shall make no payments or transfers of anything of value which have the purpose or effect of bribery, extortion, kickbacks, or any other unlawful or improper means of obtaining business or any improper advantage.
  • 5.2    Buyer and Vendor shall abide by the requirements of applicable laws and regulations prohibiting (i) discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities; and (ii) discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin.


  • 6.1    Vendor shall perform the Services described in the Purchasing Document in accordance with, and in satisfaction of, the requirements of the Purchasing Document. Services shall be performed in a timely, professional, safe and workmanlike manner in accordance with applicable industry standards, laws and regulations.  Vendor, directly or through its Vendor Personnel, shall provide all labor and all materials, tools, vehicles, and equipment (together, “Vendor Equipment”) as is necessary to perform Services.  Buyer shall be responsible only for those items specifically identified in the Purchasing Document.
  • 6.2    Vendor shall not subcontract any Services without the prior written consent of the Buyer, which Buyer may grant or withhold in its sole discretion.  If Buyer provides such written consent, then Vendor shall have the primary obligation to perform the Services.  The use of subcontractors by Vendor does not relieve Vendor of any of its obligations under the Purchasing Document.  Vendor shall be responsible to Buyer for any breaches of the Purchasing Document committed by its subcontractors and of persons directly or indirectly employed by its subcontractors arising from or relating to performance of Services.  Vendor shall, in its contracts with all permitted subcontractors and agents in the provision of Services, flow down all of its obligations in this Purchasing Document.
  • 6.3    Buyer shall not be responsible to provide job site security against, nor be liable for, vandalism, theft, breakage or damage to Vendor Equipment, unless caused by the gross negligence of Buyer.
  • 6.4    Vendor Equipment shall be suitable, if applicable, for the hazard classification of the building, area or process in which it shall be utilized.  Vendor shall not use Buyer’s or its Affiliates’ tools, vehicles, equipment or other personal property (together, “Buyer Equipment”) without Buyer’s written consent.  If consent is given, Buyer Equipment is (a) provided as-is, without representation or warranty, express or implied and (b) used by Vendor, Vendor Personnel, and the operator at their own risk and expense.
  • 6.5    Vendor agrees to take all reasonable steps and measures to ensure that Vendor Personnel do not engage in any inappropriate and/or illegal conduct while performing Services for Buyer and agrees that Vendor Personnel who engage in inappropriate and/or illegal conduct shall be removed and replaced immediately upon Buyer’s reasonable request.  Vendor shall require Vendor Personnel performing any of the Services to observe at all times the security, confidentiality, and safety policies of the Buyer.  Vendor shall, at all times, be fully liable for the performance, acts, and omissions of its Vendor Personnel.  Vendor, including its subcontractors, and other Vendor Personnel, while providing Services to Buyer, including but not limited to Services provided on properties owned and/or controlled by Buyer or its Affiliates (“Properties”) shall abide by all of Carta’s vendor policies, including but not limited to Carta’s Vendor Code of Conduct (“CoC”) and all applicable laws, rules, codes, and regulations (collectively, the “Law”).  The CoC, which are incorporated by reference herein, are located at:  [PLACEHOLDER HERE].  Vendor acknowledges receipt of Carta’s CoC and agrees to provide a copy of it to all Vendor Personnel assigned to perform Services.


  • 7.1    Vendor shall sell to Buyer Goods or other tangible property in the Purchasing Document or as is furnished to Buyer as part of Services.  Goods shall conform to the quality standards outlined in Paragraph 3 herein.
  • 7.2    The delivery terms and location (“Delivery Location”) for Goods are stated in the Purchasing Document, as applicable. Vendor, at its expense, shall be responsible for all shipping and insurance costs, including packing, crating, cartage and freight costs, incurred in delivering the Goods to the Delivery Location.  Any loss or damage, whenever occurring, which results from Vendor’s improper packing or crating, shall be borne by Vendor.   Any delays in shipment shall be reported immediately by Vendor to Buyer.  Vendor shall not make any partial deliveries or deliveries of additional items, without Buyer’s express prior written consent.  Buyer reserves the right to cancel a Purchasing Document in whole or in part if Vendor fails to make deliveries in accordance with the terms of the Purchasing Document.
  • 7.3    An itemized packing list must accompany each shipment of Goods.  Goods shall be packaged, marked and prepared in accordance with best commercial practices and labeled as required by applicable laws and regulations.  Vendor must mark all containers with the necessary lifting, handling and shipping information, purchase order number, date of shipment, and the names of Buyer and Vendor.
  • 7.4    Title and risk of loss to Goods shall transfer to Buyer at the Delivery Location.  However, notwithstanding the foregoing, any rightful rejection or revocation of any Goods by Buyer shall immediately shift the risk of loss of such Goods, wherever located, to Vendor.
  • 7.5    Vendor is responsible for (a) the completeness and accuracy of all transport and customs documentation (“Shipping Documents”) it provides to Buyer and (b) any damages or liabilities suffered by Buyer resulting from incomplete or inaccurate Shipping Documents, including their failure to comply with any import or export requirements.
  • 7.6    Buyer’s failure to inspect, test, or discover any defect, the payment of invoices or the transfer of title shall not constitute acceptance of the Goods, relieve Vendor of any of its obligations hereunder, or impair any of Buyer’s rights or remedies under the Purchasing Document.


  • 8.1    Buyer may at any time by written notice make changes to the Goods or Services ordered, including as to quantity, design, specifications or scope of work, delivery terms or performance dates. 
  • 8.2    If there is a change to Services or Goods requested by Buyer that is not consistent with the Purchasing Document (a “Major Change”), then the parties shall discuss the proposed Major Change and Vendor shall indicate in writing the increase or decrease in labor and materials necessary to implement the Major Change.  Once the parties agree as to the scope and price increase or decrease for the Major Change, the Major Change shall be implemented by the Buyer’s issuance of an amended or a new Purchasing Document (“Change Purchasing Document”).  Unless documented by a Change Purchasing Document, any claim for additional payment for Services (including materials) or Goods shall be deemed to have been waived by Vendor.


  • 9.1    Prices for all Services and Goods are specified in the Purchasing Document.  Buyer shall have no payment obligations for (i) additional or different Services or Goods rendered other than those described in a Purchasing Document (unless the parties execute an approved Change Purchasing Document); (ii) Services performed or Goods delivered prior to the effective date of the Purchasing Document; or (iii) amounts exceeding what is expressly authorized in the Purchasing Document.
  • 9.2    Unless otherwise provided in a Purchasing Document, Vendor shall invoice Buyer on a monthly basis.  Invoiced amounts for which no due date is otherwise established will be due and payable within sixty (60) days from receipt of an undisputed invoice.  An acceptable invoice shall be in the form and submitted in the manner designated by Buyer, and shall include reference to: (a) the appropriate Buyer entity and/or affiliate; (b) the valid Purchasing Document number; (c) a clear description of the items, quantities, and unit prices for all Services and Goods invoiced; (d) the name of the individual from the Buyer who ordered the Services or Goods; (e) the contact information for an authorized representative of the Vendor; and (f) any applicable VAT information.  Each invoice must reference one Purchasing Document number, and Vendor shall submit a separate invoice for each Purchasing Document.  For invoices submitted via email or mail, Vendor shall submit only one invoice per email or mail.
  • 9.3    Unless expressly authorized in the Purchasing Document, Vendor shall not be entitled to be reimbursed for travel, living or other expenses.


  1. TAXES.  Amounts payable to Vendor under the Purchasing Document are exclusive of any transaction taxes, including but not limited to sales, use, consumption, value-added and similar transaction taxes that may be imposed in connection with fees received by Vendor pursuant to this Purchasing Document.  For any payments made, Vendor may charge and Buyer will pay applicable transaction taxes, provided that such transaction taxes are stated on the original invoice and are related to the Services rendered.  Vendor shall clearly state in a timely invoice such transaction taxes separately.  Buyer may provide Vendor with an exemption certificate or equivalent information acceptable to the transaction taxes covered by such certificate.  Buyer may deduct or withhold any withholding taxes that Buyer may be legally obligated to deduct or withhold from any amounts payable to Vendor under the Purchasing Document, and payment to Vendor as redacted by such deductions or withholdings will constitute full payment and settlement of amounts payable to Vendor.  If a tax authority subsequently finds that Buyer’s withholding tax payment was insufficient and requires additional payments, Buyer will make such payments and Vendor will reimburse Buyer for such additional withholding tax payments.


  • 11.1    Buyer hereby rejects any Service, Good, and/or Deliverable containing any dependency that is not declared in a Purchasing Document or that is incompatible with the assignments or licenses granted in the Purchasing Document.  “Deliverable” refers to all works or authorships which arise out of Services and which Vendor prepares, whether in whole or in part and whether alone or with others, during its engagement by Buyer.  Buyer shall exclusively own all right, title and interest in and to any Deliverable tendered as part of Services or provided or created during the provisions of Services or provided or created during the provision of Services.   Vendor warrants that Buyer shall have the exclusive right to copyright, reproduce or publish, without restriction or limitation, the Deliverables or any components thereof, in all media of expression now known or as developed in the future.  The Deliverables shall be considered “work made for hire” under all applicable copyright laws applicable to such Services and Deliverable, and in the event such does not qualify as work made for hire, then Vendor does hereby grant to Buyer a worldwide, exclusive, perpetual and royalty-free license to use, reprint and publish the Deliverable in any way Buyer desires.   
  • 11.2    Vendor shall do everything reasonably necessary during and after its engagement and without charge to Buyer to enable Buyer to secure and protect its ownership rights in such Services, Goods, and/or Deliverables, including but not limited to assisting Buyer with entering into separate agreements with Vendor, Vendor Personnel and/or third party providers as necessary to secure the rights to comply with this Section 11.
  • 11.3    Vendor shall defend, indemnify and hold harmless Buyer, its successors, assigns and customers, and users of Buyer’s products and services, from and against all claims, suits, losses and damages, including reasonable attorneys’ fees and costs and expenses awarded, based upon a claim of infringement, or contributory infringement of any patent or copyright, violation of another’s trade secret rights, or breach of confidentiality or non-compete agreements by reason of the use or sale of the Goods or Deliverables or the rendering of Services.


  • 12.1    Buyer may supply certain proprietary and confidential information to Vendor during the course of its engagement.  “Confidential Information” means all information disclosed by or behalf of Buyer to Vendor which may include without limitation: (a) patent and patent applications; (b) trade secrets; (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, security policies, business procedures, business forecasts, sales and merchandising, and marketing plans; (d) information labeled as “confidential” (or with a similar legend) and (e) all other information that  Vendor knew, or reasonably should have known, was the Confidential Information of Buyer.  Notwithstanding the foregoing, Confidential Information shall not include information that was (i) already known to Vendor at the time of disclosure by Buyer; (ii) was or is obtained by Vendor by a third party not known by the Vendor to be under an obligation of confidentiality with respect to such information; (iii) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the parties; or (iv) was or is independently developed by Vendor without use of Buyer’s Confidential Information.  Vendor will immediately notify Buyer upon discovery of any loss or unauthorized disclosure of the Confidential Information of Buyer.
  • 12.2    Notwithstanding the above, Vendor may disclose certain Confidential Information of Buyer, without violating the obligations of this Purchasing Document, to the extent such disclosure is required by law, regulation or a valid order of a court or other governmental body having jurisdiction, provided that the Vendor provides the Buyer with reasonable prior written notice of such disclosure (to the extent legally permitted) and makes a reasonable effort to obtain, or to assist the Buyer in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the valid order was issued.
  • 12.3    Upon written request of Buyer, Vendor will promptly return to Buyer or destroy all documents and other tangible materials representing Buyer’s Confidential Information and all copies thereof; provided, however, that Buyer may retain automatic backup copies of Confidential Information made in the ordinary course of business as well as one copy of the Confidential Information solely to the extent required for legal and regulatory compliance, and provided further, that all such copies of Confidential Information shall remain subject to the confidentiality, non-disclosure and non-use obligations herein.
  • 12.4    Confidential Information is and shall remain the sole property of Buyer. Vendor recognizes and agrees that nothing contained in this Purchasing Document will be construed as granting any property rights, by license or otherwise, to any Confidential Information of Buyer, or to any invention or any patent, copyright, trademark, or other intellectual property right that has been issued or that may be issued, based on such Confidential Information. Vendor will not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information of Buyer. Neither this Purchasing Document nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other, license any products or services to the other, or to require either party to disclose any particular Confidential Information.
  • 12.5    Vendor will not reproduce the Confidential Information of Buyer in any form except as required to accomplish the intent of this Purchasing Document. Any reproduction by Vendor of any Confidential Information of Buyer will remain the property of Buyer and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Buyer. 
  1. PRIVACY AND SECURITY.  Vendor shall maintain industry standard safeguards against the disclosure, destruction, loss or alteration of any Buyer Confidential Information and shall be fully responsible for all liabilities, harm, cost and loss arising from such disclosure.  If Vendor is processing or transferring Personal Data on behalf of Buyer, as required by Buyer, Vendor will execute and/or cause its affiliates, contractors or subcontractors to execute supplemental privacy and security agreements.  Notwithstanding any supplemental agreements between the parties, in the event of a data breach or incident, Vendor will notify Buyer in the most expedient time possible and without unreasonable delay.  “Personal Data” means information related to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular to an identification number or to one or more factors specific to physical, physiological, mental, economic, cultural or social identity.  Vendor shall be responsible for all acts, omission, and damages arising from the violation of this provision by affiliates, contractors, subcontractors and Vendor Personnel.


  1. INDEMNIFICATION.Vendor shall indemnify, defend, and hold harmless Buyer and its Affiliates, and each of their officers, directors, employees and agents from and against all third-party claims, demands, suits, causes of action, awards, judgments and liabilities, including reasonable attorney’s fees and costs (collectively “Claims”) arising out of or alleged to have arisen out of: (i) Vendor or Vendor Personnel’s gross negligence or willful misconduct; (ii) any actual or alleged infringement, misappropriation, or violation of any intellectual property rights of a third party by any Good or Deliverable, or in performance of the Services; (iii) Vendor’s failure to compensate or otherwise perform any obligation imposed on Vendor by law or contract with respect to Vendor’s employment or engagement of Vendor Personnel, in which case, Claims shall include any payments assessed under the U.S. Internal Revenue Code and any interest, penalties and additions to tax relating to such payments; or (iv) breach of a provision of a Purchasing Document.  Buyer shall indemnify and hold harmless Vendor from and against third-party Claims to the extent the Claims are due solely to Buyer’s gross negligence or intentional misconduct.  Vendor shall have no liability for Buyer’s use of Goods or Deliverables outside the scope set forth in a Purchasing Document.




  1. INSURANCE.   Vendor represents that it has worker’s compensation insurance as required by all applicable laws with respect to its employees, including authorized agents, and that it has and will maintain in effect comprehensive general liability and technology errors and omissions insurance for injuries and damages caused by Vendor or its employees or agents.  Such liability insurance shall have minimum coverage of not less than $1 Million U.S. Dollars per occurrence. Upon Buyer’s request, Vendor shall provide Buyer with a certificate of insurance evidencing such insurance coverages.  Vendor shall not cancel or allow the lapse of such insurance coverage and upon Buyer’s request shall provide a certificate stating that same coverage shall not be cancelled without at least thirty (30) days’ prior written notice to Buyer.


  1. RECORDS AND AUDIT.Vendor shall maintain complete and accurate records to substantiate Vendor’s charges under these Terms (including fees, costs and expenses) for a period of six (6) years from the date of completion of the Services to which the records apply, and Vendor shall promptly comply with Buyer’s reasonable request for copies of such records.  Upon reasonable prior notice, Buyer (or an independent third party designated by Buyer) shall have the right to visit, inspect and audit Vendor’s records, facilities, and data to ensure Vendor’s compliance with its obligations, including those with respect to financial records and Buyer Confidential Information.  All audits described in this Section shall be conducted in a reasonable manner, during normal business hours, and utilize reasonable precautions to minimize disruption to Vendor’s normal business.  Such audit shall be at Buyer’s expense unless such audit reveals an overcharge of five percent (5%) or greater and/or a material breach of Vendor’s obligations, in which case such audit will be at the Vendor’s sole expense.  All Vendor reviews or audits conducted by Buyer will be governed by the confidentiality terms described herein.  All review or audits conducted by a third-party designee of Buyer shall be covered by a separate confidentiality agreement between Vendor and Buyer’s third-party designee, which shall be the standard confidentiality agreement of such third party designee.


  1. TERM. A Purchasing Document shall continue in force until the later of (a) completion of the Services; (b) delivery and acceptance of Goods; or (c) expiration of all warranties for Goods or Deliverables.  A Purchasing Document for Goods may be terminated or cancelled by Buyer, in part or in whole, for any reason immediately upon notice.  A Purchasing Document for Services and/or Deliverables may be terminated or cancelled by Buyer, in whole or in part, for convenience with thirty (30) days’ prior notice.  A Purchasing Document for Services and/or Deliverables may be terminated by Buyer, in whole or in part, effective as of the occurrence of Vendor’s curable breach if Vendor fails to cure the breach within thirty (30) days of notice of such breach by Buyer.  A Purchasing Document for Services and/or Deliverables may be terminated by Buyer, in whole or in part, immediately upon Vendor’s incurable breach.  Upon the effective date of termination by Buyer, Vendor shall (a) immediately cease all work under the Purchasing Document and Buyer shall be liable for payment only for authorized work completed as of the date of termination; and (b) provide Company with any all work in progress or completed work under the Purchasing Document.  If Buyer elects to have Vendor continue performance under a Purchasing Document, it shall remain in effect until both parties have fulfilled all of their obligations.  Within thirty (30) days from the date of termination of a Purchasing Document, Vendor shall submit to Buyer an itemized invoice for any previously approved fees or expenses accrued but unpaid until the time the Purchasing Document was terminated.  There shall be no charges for canceling Purchasing Documents for standard Goods.  Any claim for cancellation for non-standard Goods must be submitted to Buyer in writing within thirty (30) days after receipt of Buyer’s cancellation notice.  Vendor’s claim may include:  (a) the cost of unique Goods in process and (b) the cost of paying claims to Vendor’s vendors for work directly allocable to Goods cancelled and which cannot be diverted to other customers of Vendor’s vendors.  Vendor shall, whenever possible, place such Goods in process in inventory and sell them to other customers.  In no event shall any such claim for non-standard Goods exceed the total price for Goods cancelled.  Upon payment of Vendor’s claim, Buyer shall be entitled to all work and Goods for which Buyer has made payment.  Buyer reserves the right to inspect Vendor’s work and Goods in process and to audit all relevant documents prior to paying Vendor’s claim.


  1. RELATIONSHIP OF PARTIES.  At all times, Vendor shall be acting as an independent contractor and shall not be construed or deemed to be an employee, agent, partner, associate or joint venturer of Buyer within the application of any federal, state, city or local laws or regulations.  Neither party has authority to assume or create any obligation or representation, express or implied, on behalf of or in the name of the other party, except as specifically provided herein. 

  • VENDOR MANAGER.  Buyer reserves the right to appoint a third party to act as its vendor manager, payment and billing agent to coordinate and manage its relationship with Vendor.  Such vendor management provider shall be considered a third party beneficiary under this Purchasing Document.


  1. NO LIEN.  Neither Vendor nor any of its subcontractors or other third parties used by Vendor for the performance of any of the Services will have any lien, claim or encumbrance upon any Buyer property, and Vendor hereby waives, and will cause each of its subcontractors and any other third party used by Vendor for the performance of any of the Services to waive any lien, claim or encumbrance upon any Buyer property.


  1. SURVIVAL.  Any term or condition which by its nature is clearly intended to survive the expiration or termination of the Purchasing Document shall survive any expiration or termination of the Purchasing Document, including the sections related to Confidentiality, Indemnification, Limitation of Liability, Records and Audit, Term, and Entire Agreement sections.


  1. ENTIRE AGREEMENT.  The Purchasing Document is non-exclusive and, in the absence of a Signed Agreement, is the complete understanding between Vendor and Buyer with respect to the subject matter herein and supersedes any other understandings with regard thereto.  No purported amendment, modification or waiver of any provision of the Purchasing Document shall be binding on the Buyer unless set forth in a written document signed by Buyer.  If any documents of Vendor attached or referred to in the Purchasing Document contain Vendor’s terms and conditions of sale or otherwise attempt to limit Buyer’s rights or remedies, such terms and conditions shall not be considered part of the Purchasing Document.


  1. FORCE MAJEURE.  Neither party shall be liable for any default or delay in the performance of its responsibilities under a Purchasing Document if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, riots, strikes (except with respect to such party’s employees), civil disorder, quarantine restrictions, epidemics, pandemics, or any other cause beyond the reasonable control of such party and to which such party did not contribute (any such event, a “Force Majeure”).  The time for performance for the non-defaulting party under the Purchasing Document will be extended as necessary, without penalty or liability to such party, for the same period of time as the delay.  However, if it appears that the Force Majeure will result in a delay in Vendor’s performance of more than thirty (30) days, Buyer may, at its option, terminate the Purchasing Document immediately by providing written notice to Vendor.


  1. NOTICE.  All notices, permissions and approvals under a Purchasing Document shall be in writing and shall be effective upon (i) personal delivery, (ii) the third business day after mailing, (iii) the second business day after sending by overnight courier, or (iv) the first business day after sending by email.  Notices of breach, termination, or an indemnifiable claim may not be made by email.  Notices to Buyer shall be addressed to:  Attn: eShares, Inc. dba Carta, Inc. Legal Department, 333 Bush Street, 23rd Floor, San Francisco, California 94105.


  1. NON-PUBLICITY.  Vendor shall not advertise, publicly announce, or provide to any other party information relating to the existence of this Purchasing Document or use the name of Buyer or its Affiliates or any of their trademarks or logos in any format for any promotion, publicity, marketing or advertising purpose, without Buyer’s prior written consent.


  1. ASSIGNMENT.  Vendor may not assign any of its rights or obligations under a Purchasing Document, whether by operation of law or otherwise, without the prior written consent of Buyer, except that Vendor may assign a Purchasing Document, in its entirety, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of Buyer or its Affiliates.


  1. GOVERNING LAW AND VENUE.  These terms and conditions shall be governed by and construed in accordance with the laws of the State of California, without reference to its principles of conflict of laws.  Vendor hereby consents to personal jurisdiction of the state and federal courts situated in San Francisco, California for purposes of enforcing these terms and conditions, and waives any obligations that Vendor may have to personal jurisdiction and venue in those courts.


  1. MISCELLANEOUS.   Affiliate” means any Person that controls, is controlled by or is under common control with a Buyer or Vendor, respectively.  The term “control” means the ownership, indirectly or directly, of fifty percent or more of the voting stock or equity interest of the subject Person.  “Person” means any natural person, corporation, unincorporated organization, partnership, association, joint venture, trust or government, or any other entity.  Affiliates are intended third party beneficiaries of the Purchasing Document.