Master Subscription Agreement

THIS AGREEMENT GOVERNS YOUR USE OF THE CARTA SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND WILL BE REFERRED TO AS “YOU” OR “CUSTOMER” IN THIS AGREEMENT. “PARTY” OR “PARTIES” SHALL MEAN, INDIVIDUALLY, CUSTOMER OR CARTA AS THE CONTEXT REQUIRES AND, COLLECTIVELY, CUSTOMER AND CARTA.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE HOSTED SERVICES.

This agreement was last updated on December 12, 2025 (the “Agreement”). It is effective between You and Carta (as defined below) as of the date You accepted this Agreement (the “Effective Date“). All section headings used herein are for convenience only and shall not be used to interpret any section of this Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the applicable Party to this Agreement at any time during the term of this Agreement, for so long as such ownership and control exists. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the applicable Party.

“Carta” means the Carta entity described in the section titled “Carta Contracting Entity” below.

“Carta Services” means the Hosted Services and Professional Services provisioned or provided to Customer pursuant to this Agreement.

“Customer Data” means any non-public data, information or other materials submitted by Customer and on behalf of Customer by its Users to the Carta Services via the Hosted Services, API integration, or other submission method. For clarity, Customer Data shall not include (i) the statistical usage data derived from the operation of the Carta Services, including data regarding web applications utilized in connection with the Carta Services, configurations, log data, and the performance results for the Carta Services or (ii) any data, information, or other materials submitted by Security Holders to Carta not directly related to the Carta Services provided to Customer.

“Customer Trademarks” means any trademarks that Customer provides to Carta for the purpose of referring to Customer within the user interface for the Carta Services.

“Documentation” means the then-current user guides and manuals for the Carta Services provided by Carta for Customer’s internal use, including without limitation the materials available at https://support.carta.com.

“DPA” means the Data Processing Addendum available for signature by Customer at https://carta.com/legal/terms-agreements/data-processing-addendum/, which may be updated from time to time.

“Effective Date” means the date Customer executes the initial Order Form incorporating this Agreement. The “effective date” of an Order Form shall be the date Customer executes such Order Form.

“Fees” means the fees Customer is required to pay Carta (i) for use of the Hosted Services during a Subscription Term or (ii) to receive Professional Services, as such fees are reflected on an Order Form.

“Fines” means fines, penalties, or other charges imposed by a Provider, governmental agency, or regulatory authority arising from Customer’s breach of this Agreement, any of the Terms, or other agreements Customer has with Carta or a Provider.

“Hosted Services” means the generally available online, web-based applications and services that are ordered by Customer under an Order Form, including updates thereto from time to time. “Hosted Services” excludes Trial Features, Professional Services, and Non-Carta Services.

“Malicious Code” means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.

“Marketplace” means an online directory, catalog, or marketplace of applications that interoperate with the Carta Services.

“Non-Carta Services” means a web-based, offline, mobile, or other software application functionality that interoperates with the Carta Services and is provided by Customer or a third party and/or listed on a Marketplace.

“Order Form” means the ordering documents for Customer purchases of Carta Services from Carta that are executed hereunder by Customer and Carta from time to time, including, without limitation, order forms, statements of work (SOWs), and engagement letters. All Order Forms shall be deemed incorporated herein.

“Professional Services” includes, but is not limited to, support, training, consulting, onboarding, or implementation services that Carta provides to Customer pursuant to a mutually executed Order Form.

“Prohibited Activities” means the Prohibited Activities listed at https://support.carta.com/s/article/prohibited-and-restricted-activities (as updated from time to time).

“Provider” means a third-party service provider (e.g., a law firm or accounting firm) that Customer authorizes to use the Carta Services for the benefit of Customer. Providers shall be deemed Users for purposes of this Agreement.

“Restricted Activities” means the Restricted Activities listed at https://support.carta.com/s/article/prohibited-and-restricted-activities (as updated from time to time).

“Security Holder” means a unique individual or entity listed in the Customer’s capitalization table.

“Subscription Term” means the period of time that Customer may use and access the Carta Services beginning on the Effective Date and as set forth in the applicable Order Form.

“Terms” means, collectively, the Terms of Service at https://carta.com/terms/ and the Privacy Policy at https://carta.com/privacy/, each of which may be updated from time to time.

“Trial Features” means any Carta service(s) or functionality that may be made available by Carta to Customer to try, and which is clearly designated as “beta,” “trial,” “non-GA,” “pilot,” “preview,” “developer preview,” “non-production,” “free trial,” “evaluation,” “early access,” “sandbox,” or by a similar designation.

“Users” means an individual who is authorized by Customer to use the Carta Services on Customer’s behalf or for Customer’s benefit. Users may include, but are not limited to, Security Holders, employees, consultants, contractors, and agents of Customer, or third parties with which Customer transacts business.

“User-Generated Content” means content featured, displayed, communicated, or transmitted through the Hosted Services, including, without limitation, text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are created or uploaded by Customer, Users, Providers, or Security Holders.

2. CARTA RESPONSIBILITIES.

2.1 Provision of Carta Services. Upon execution by both Parties of an Order Form referencing this Agreement, Carta shall make the Carta Services available to Customer and its Users pursuant to this Agreement and the applicable Order Form during each Subscription Term. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Carta regarding future functionality or features. Subject to (i) the limitations of liability set forth in this Agreement and (ii) Customer’s and Users’ use of the Carta Services in accordance with this Agreement, the Documentation, and the applicable Order Form, Carta shall provide the Carta Services in accordance with laws and government regulations applicable to Carta’s provision of the Carta Services to its customers generally (i.e., without regard for Customer’s particular use of the Carta Services).

2.2 Protection of Customer Data. Carta will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users).

2.3 Professional Services. Upon Customer’s request for Professional Services, Carta will provide an Order Form detailing such Professional Services. Each such Order Form is binding on both Parties upon execution by the Parties and any Professional Services will be governed by the terms of the applicable Order Form and this Agreement. Carta will perform the Professional Services described in each such Order Form according to the timeframes, if any, set forth in such Order Form. Carta will control the manner and means by which the Professional Services are performed and reserves the right to determine which personnel are assigned to perform the Professional Services. Carta may use third parties to perform the Professional Services, provided, however, that Carta remains responsible for such third parties’ acts and omissions.

2.4 Free Trial; Trial Features. If Customer registers on Carta’s or a Carta Affiliate’s website for a free trial, Carta will make the applicable Carta service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable service(s), or (b) the start date of any Carta Services ordered by Customer for such service(s), or (c) termination by Carta in its sole discretion. Carta may also make Trial Features available to Customer from time to time. Additional terms and conditions for free trials or Trial Features may appear on the trial registration web page or applicable sign-up web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Notwithstanding anything to the contrary in this Agreement, Carta does not represent or warrant to Customer that Customer’s use of the Carta Services during the free trial period or Customer’s use of the Trial Features will be uninterrupted, timely, secure, or free from error. Customer shall review the documentation for the applicable services during the free trial period or for the Trial Features to become familiar with the features and functions of the applicable Carta Services before making a purchase.

2.5 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.

2.6 Non-Carta Products and Services. Carta or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-Carta Services and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-Carta Services provider, product or service is solely between Customer and the applicable Non-Carta Services provider. Carta does not warrant or support Non-Carta Services, whether or not they are designated by Carta as “certified” or otherwise, unless expressly provided otherwise in an Order Form. Carta is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-Carta Services or their respective providers.

The Carta Services may contain features designed to interoperate with Non-Carta Services. Carta cannot guarantee the continued availability of such Carta Services features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, a provider of Non-Carta Services ceases to make the Non-Carta Services available for interoperation with the corresponding Carta Services features in a manner acceptable to Carta.

2.7 Personal Data Processing. The Customer Data may include data or information relating to an identified or identifiable natural person (“Personal Data”). Carta’s processing of such Personal Data will be governed by the DPA if executed by Customer.

3. CUSTOMER USE OF CARTA SERVICES.

3.1 Subscription. Customer understands and agrees that: (a) each User constitutes one individual and log-on credentials for each User may not be shared; and (b) use of the Carta Services is limited and governed by the Terms and any other agreed-upon restrictions described on the applicable Order Form.

3.2 Customer Responsibilities; Usage Restrictions. Customer shall be responsible for Users’ compliance with this Agreement, the Terms, the Documentation, and the applicable Order Form. Customer shall not: (i) except as permitted by this Agreement, directly or indirectly: sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Carta Services available to any third party other than Users; (ii) modify, make derivative works of, disassemble, reverse compile, reverse engineer, or subvert the intrinsic security, integrity, or performance of any part of the Carta Services for any purpose, including, without limitation, discovering other Carta customers’ data or re-identifying anonymous data; (iii) access or use the Carta Services in order to build a similar or competitive product or service; (iv) copy any features, functions or graphics of the Carta Services for any purpose other than what is expressly authorized under this Agreement; (v) interfere with or disrupt the integrity or performance of the Carta Services; or (vi) send, store, access, post, transmit, link to, or otherwise distribute any spam, unlawful, infringing, obscene or libelous materials, or Malicious Code. Except as expressly stated herein, no part of the Carta Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means. Customer shall make reasonable efforts to prevent unauthorized third parties from accessing the Carta Services and to notify Carta promptly of any such unauthorized access or use.

Customer may not use the Carta Services for (a) any purpose that is unlawful or prohibited by this Agreement or (b) any transaction or business involving any Prohibited Activities. Carta will not approve and may terminate Customer or User accounts that Carta knows or believes are engaged in any Prohibited Activities or otherwise do not comply with the restrictions in this Agreement, as determined in Carta’s sole discretion. Carta may limit Customer’s use of certain Carta Services or require that Customer provides additional information to open or maintain Customer’s account where Customer is engaged in Restricted Activities, as determined in Carta’s sole discretion. Carta may update the lists of Prohibited Activities or Restricted Activities at any time. Customer agrees to review these lists regularly and contact Carta with any questions Customer has about how these lists may apply to Customer’s business. Customer agrees to pay all Fines assessed against Carta for Customer’s violation of the restrictions and requirements of this section or any use of the Carta Services in connection with any Prohibited Activities or Restricted Activities.

Customer shall not be, and shall not authorize Users who are or who become employees, consultants, contractors, representatives or agents of, (A) a competitor to the Carta Services that Customer is using or (B) in the business of developing and offering products or technologies that are substantially similar to the Carta Services that Customer is using. In addition, Customer shall not access the Carta Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Carta may immediately take any of the following actions if Customer violates the usage restrictions in this section: (x) remove the Users who violate such usage restrictions, (y) terminate Customer’s use of the Carta Services, and (z) terminate this Agreement.

3.3 Accuracy of Customer Data; Customer Instructions. Customer shall be solely responsible for: (a) the accuracy and legality of Customer Data, the means by which it acquires and uses such Customer Data (including, without limitation, privacy and data protection), and obtaining all rights in the Customer Data necessary to permit the Parties’ compliance with their respective rights and obligations under this Agreement; (b) complying with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the Carta Services, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which Carta controls and operates the Carta Services; and (c) any acquisition, implementation, support, or maintenance of third-party products or services purchased by Customer that may interoperate with the Carta Services.

Customer shall provide Carta in a timely manner with the information required for the provision of the Carta Services in accordance with this Agreement and any Order Form. To enable Carta to provide the Carta Services, Customer agrees: (i) if applicable, to make available to Carta as and when required, all Customer’s security holder records and related corporate governance documentation or information, as well as any other documentation Carta determines is necessary, and Customer shall make full disclosure to Carta of all relevant information and documents; (ii) if applicable, that Customer will approach such Providers or other third parties as may be appropriate for information that both Parties consider necessary to deal with Customer’s accounts; (iii) to provide Carta with the information in sufficient time for the Carta Services to be timely completed and any documents submitted to the appropriate government authorities or third parties by the applicable due date; (iv) to forward to Carta upon receipt copies of any notices, letters and other communications received from any government authorities or third parties to enable Carta to provide any applicable Carta Services within the required time limits; and (v) to obtain answers to queries and additional records as required.

Customer acknowledges and agrees that Carta will, in performing the Carta Services under any applicable Order Form, rely on information, documents, data, material, facts and assumptions that Customer furnishes as being true, correct and complete, and that Carta may use such information, documents data, material, facts, assumptions and other information furnished by Customer without any independent investigation, audit or verification. Carta shall not be responsible for, and shall be entitled to rely upon, the accuracy and completeness of such data, material and other information. Carta shall not be responsible for any errors resulting from the reliance by Carta on such information or instructions provided by Customer, or for any delays caused by the failure of Customer to timely provide the necessary documentation to Carta.

Customer further agrees that it will inform Carta of any and all changes relevant to Customer’s business which may impact the Carta Services provided, including, without limitation, significant transactions or changes in circumstances. Carta shall not be responsible for identifying any such changes to Customer’s business when providing the Carta Services or any liability arising therefrom. Carta may rely upon, and is authorized by Customer to act upon, instructions given or reasonably assumed to be given by the person designated by Customer to give such instructions. Carta shall be entitled to disregard or refuse to act on any instruction which is given by a person who Carta reasonably believes is not properly authorized to give instructions. Carta shall not be liable for any damages resulting from refusal by Carta acting in good faith to undertake or fail to undertake any action pursuant to this Section 3.3, but shall give Customer notice of its refusal and the reason for the same.

3.4 User-Generated Content. Customer may create, post, upload, link to, display, communicate, or transmit User-Generated Content while or through using the Hosted Services. Customer: (a) is solely responsible for the content of, and for any harm resulting from, any User-Generated Content, regardless of the form of such User-Generated Content; (b) will only submit User-Generated Content for which it has sufficient rights to post; and (c) will comply fully with any third-party licenses relating to User-Generated Content. Carta is not responsible for any public display or misuse of User-Generated Content by Customer or Users. Further, Carta does not pre-screen User-Generated Content, but it has the right (though not the obligation) to refuse or remove any User-Generated Content that, in its sole discretion, violates any Terms or this Agreement.

3.5 Transfer Agent Terms and Conditions. If an Order Form includes “SEC Transfer Agent & Registrar Services,” then additional terms regarding Customer’s use of the Carta Services are located at https://www.carta.com/legal/terms-agreements/transfer-agent-terms-and-conditions/ and are incorporated herein.

4. THIRD-PARTY PROVIDERS.

Customer may authorize Provider(s) to use the Carta Services. A Provider’s use of the Carta Services and provision of services to Customer related thereto, including, but not limited to, any terms, conditions, warranties, or representations associated with such services and any exchange of data between Customer and such Provider is solely between Customer and the applicable Provider. Carta shall have no liability or obligation for, and does not endorse or accept any responsibility for, any Provider, the contents or use of third-party websites, or any transactions completed with any Providers or any third parties. Customer is responsible for all acts and omissions of any Provider or any third-party User.

5. OWNERSHIP.

5.1 As between the Parties, (i) Customer shall own all right, title, and interest in and to any Customer Data, Customer Trademarks, and User-Generated Content, and (ii) Carta shall own and retain all right, title, and interest, including but not limited to all intellectual property rights, in and to the Carta Services and Carta Confidential Information (defined below). The look and feel of the Carta Services is copyright © eShares, Inc. dba Carta, Inc., all rights reserved. Customer acknowledges that the Carta Services include Carta’s valuable trade secrets, and that improper use or disclosure thereof may cause Carta irreparable harm. Accordingly, Customer agrees to use the Carta Services solely as authorized in this Agreement. Customer may not duplicate, copy, or reuse any portion of the Carta Services, or visual design elements or concepts, without prior written permission from Carta. No rights are granted to Customer hereunder, other than as expressly set forth herein.

5.2 Customer grants to Carta and its Affiliates the free, non-exclusive, worldwide right to use, host, store, reproduce, modify, transmit, publish, display, distribute, and create derivative works (including, but not limited to, those resulting from translations, adaptations, or other changes Carta makes so that Customer’s content works better with the Carta Services) of the Customer Data and User-Generated Content, without attribution, for the purposes of operating, providing, supporting, improving, or developing the Carta Services, including developing additional functionality or services. Customer agrees that Carta may use Customer Data to compile, use, and disclose anonymous, aggregated statistics, provided that no such information will directly identify and cannot reasonably be used to identify Customer or Customer’s Users (the “Derived Data”). Carta shall own all right, title, and interest in all of the Derived Data and all resulting Carta products or services incorporating the Derived Data. If Customer, including its Users, provides any suggestions, enhancement requests, recommendations or other feedback (collectively, “Feedback”) relating to the Carta Services, all title and intellectual property rights in and to the Feedback are and shall be owned exclusively by Carta, and to the extent that any such rights vest in Customer, Customer hereby irrevocably transfers and assigns to Carta such rights and agrees to irrevocably transfer and assign such rights to Carta. Customer retains all moral rights to Customer Data and User-Generated Content, including the rights of integrity and attribution; however, Customer agrees not to assert them against Carta, solely to enable Carta to reasonably exercise the rights granted to it under this Agreement.

5.3 Customer acknowledges and agrees that Customer Data may be transferred outside of the United States if Customer’s Users or Security Holders access the Carta Services while outside of the United States. In addition, Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and copyright of all Customer Data.

6. BILLING AND PAYMENT.

6.1 General. Customer agrees to pay in advance for Fees in full, without deduction or setoff of any kind, in U.S. Dollars, unless otherwise specified in an Order Form. All Fees under this Agreement are nonrefundable except as otherwise set forth herein. Carta’s Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, even if such amounts are not listed by Carta. If an applicable tax authority requires Carta to pay any taxes that should have been payable by Customer, Carta will advise Customer in writing, and Customer will promptly reimburse Carta for the amounts paid. Except as otherwise provided in an Order Form, payment for invoices is due within fifteen (15) days of Customer’s receipt of the applicable invoice. If payment is not received by the due date, Carta reserves the right to, in addition to taking any other action at law or equity, (i) charge interest on past due amounts at one and a half percent (1.5%) or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery (including reasonable attorneys’ fees) to Customer, (ii) suspend Customer’s access to the Carta Services until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and (iii) terminate the applicable Order Form or specific product(s) and/or service(s) from the applicable Order Form.

6.2 Initial Subscription Term Fees. Except as otherwise provided in the applicable Order Form, the Fees during the initial Subscription Term shall be: (i) based on the number of Security Holders as of the Effective Date; (ii) fixed during the initial Subscription Term; and (iii) charged or invoiced upon execution of such Order Form.

6.3 Renewal Subscription Term Fees. Except as otherwise provided in the applicable Order Form, Fees for any renewal Subscription Term: (i) shall be subject to up to a seven percent (7%) increase above the applicable tier pricing in the prior Subscription Term, unless Carta provides notice of different pricing at least thirty (30) days prior to the applicable renewal Subscription Term; (ii) shall be charged automatically or invoiced at the start of each renewal Subscription Term; and (iii) shall not be lower than the Fees for the previous Subscription Term. Any one-time promotions or discounts are limited to the time period or Subscription Term set forth on the Order Form, and renewals for subsequent Subscription Terms will be at the applicable price set forth on the Order Form, subject to any price increases permitted by this section.

For Customers purchasing Carta private company and public company products and services, unless otherwise set forth on the applicable Order Form: (a) the Fees for any renewal Subscription Term shall be based on the Security Holder count as of the start of such renewal Subscription Term; and (b) during any renewal Subscription Term, Carta retains the right to assess the number of Security Holders on a quarterly basis; to the extent the assessed number of Security Holders exceeds the Customer’s subscription, Carta retains the right to revise the Customer’s subscription to the appropriate Fee, and charge the Customer for such additional prorated Fees at the end of such quarter.

7. SUPPORT.

During the Subscription Term, Carta shall provide assistance to Customer by telephone, e-mail, or online chat. Carta reserves the right to make modifications to support services (or particular components thereof) from time to time. Carta shall use commercially reasonable efforts to notify Customer of any material modifications to the support services by posting a notice on the Hosted Services. Carta shall use commercially reasonable efforts to correct at no additional charge any reproducible errors reported by Customer. Carta may review requests for improvements and new functionality, but Carta shall have no obligation to provide any modifications to the Carta Services. Carta shall not be obligated to provide support services for any Trial Features.

8. LIMITED REPRESENTATIONS & WARRANTIES.

8.1 Authority. Each Party represents and warrants that: (a) it has the power and authority to enter into this Agreement; (b) this Agreement and each Order Form is entered into by an employee or agent of such Party with all necessary authority to bind such Party to the terms and conditions of this Agreement; (c) its execution of this Agreement does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation.

8.2 Product Warranty. Carta warrants that: (i) it will provide the Hosted Services in a manner consistent with generally accepted industry standards, (ii) the Hosted Services will perform substantially as described in the applicable Documentation when used in the hardware, software, and browser operating environment described therein and supported by Carta, and (iii) the configuration of the Hosted Services will conform in all material respects to this Agreement and/or the applicable Order Form. Such warranty shall not apply to any free trial period or any Trial Features. In the event of breach of (i)-(iii) above, Customer’s sole and exclusive remedies are those described in the section titled “Termination Rights.” Notwithstanding the foregoing, Carta is not obligated to correct errors caused by: (a) unauthorized modification to the Hosted Services, (b) Customer modifications, (c) use of the Hosted Services other than as described in the Documentation, (d) non-Carta software, or (e) combining the Hosted Services with any other hardware or software.

8.3 Professional Services Warranty. Carta warrants that any Professional Services performed under an Order Form to this Agreement will be performed in a professional and workmanlike manner by appropriately qualified personnel. Carta’s only obligation, and Customer’s only remedy, for a breach of this warranty will be, at Carta’s option and expense, to either: (i) promptly re-perform any Professional Services that fail to meet this warranty, or (ii) terminate the Order Form and refund any unused prepaid Fees. Such warranty shall not apply to any free trial period or any Trial Features.

9. DISCLAIMER OF WARRANTIES.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE CARTA SERVICES ARE PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS” BASIS. CARTA SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT CUSTOMER’S PROPOSED USE OF THE CARTA SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS IN CUSTOMER’S JURISDICTION(S). CUSTOMER ACKNOWLEDGES AND AGREES CARTA IS NOT ENGAGED IN PROVIDING LEGAL, ACCOUNTING, TAX, OR FINANCIAL SERVICES OR ADVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY CARTA WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

10. LIMITATION OF LIABILITY.

10.1 LIMIT ON DIRECT DAMAGES. EXCEPT FOR A BREACH BY CUSTOMER OF OBLIGATIONS IN SECTION 3, THE AGGREGATE, CUMULATIVE LIABILITY OF EACH PARTY (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS) UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO CARTA DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM (PROVIDED THAT, IF NO FEES ARE PAID OR PAYABLE, SUCH AMOUNTS WILL BE LIMITED TO FIVE THOUSAND DOLLARS (U.S. $5,000.00)). THE FOREGOING SHALL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6.

10.2 NO INDIRECT DAMAGES. EXCEPT FOR A BREACH BY CUSTOMER OF OBLIGATIONS IN SECTION 3, IN NO EVENT SHALL EITHER PARTY OR THIRD-PARTY PROVIDERS OF CARTA (INCLUDING THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS) BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE CARTA SERVICES, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR THE THIRD-PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10.3 ALLOCATION OF RISK. The provisions of this Agreement fairly allocate the risks between Carta, on one hand, and Customer, on the other. Customer acknowledges and agrees that the pricing of Carta Services reflects this allocation of risk and the limitation of liability specified herein, and that Carta would not enter into this Agreement without such allocation and limitation.

11. INDEMNITIES.

11.1 Indemnification by Carta. Carta shall defend, indemnify, and hold Customer harmless against any claims, actions, suits, proceedings, and demands (each, a “Claim”) made or brought against Customer by anyone other than a Customer Related Party (as defined below) where the third party expressly asserts: (i) that the Hosted Services infringe such third party’s patent, trademark or copyright arising under the laws of the United States; or (ii) that Carta misappropriated such third party’s trade secrets in the development of the Hosted Services arising under the laws of the United States. “Related Party” means directors, officers, employees, agents, representatives, successors, or assigns of a Party or of such Party’s Affiliate. If Carta believes the Hosted Services, or any part thereof, may be the subject of an infringement or a misappropriation claim as to which this Section 11.1 applies, then Carta may, in its discretion and at its sole expense: (w) procure for Customer the right to continue using the Hosted Services or any applicable part thereof under the terms of this Agreement; (x) replace or modify the Hosted Services, or any applicable part thereof, with a non-infringing version (or part thereof), (y) modify such Hosted Services, or applicable part thereof, so as to make it non-infringing; or (z) terminate this Agreement with respect to the infringing portion of the Hosted Services, and refund any prepaid, unused Fees for such portion of the Hosted Services for the remainder of the then-current Subscription Term after the date of termination. THIS SECTION 11.1 REPRESENTS CARTA’S SOLE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS OF ANY KIND IN CONNECTION WITH THE CARTA SERVICES DELIVERED UNDER OR IN CONNECTION WITH THIS AGREEMENT.

11.2 Carta Indemnification Exclusions. Carta shall not have any indemnification obligation for any Claim pursuant to this Agreement to the extent a Claim is based upon: (i) modifications to the Hosted Services by anyone other than Carta or its agents (provided that Carta shall not be liable if Carta or its agents made the modifications using requirements documents, written specifications or other written materials submitted by Customer or its agents or representatives); (ii) the modification of the Hosted Services or the use, combination, or operation of the Hosted Services with equipment, devices, software, systems, or data, other than expressly authorized by this Agreement; (iii) use of the Hosted Services in violation of this Agreement; (iv) Customer’s continued use of any version of the Hosted Services other than the then-current, unaltered version, if infringement would have been avoided by use of a current, unaltered version thereof that has been made available to Customer; (v) where Customer continues to use the Hosted Services after being notified of allegedly infringing activity or being informed of modifications that would have avoided the alleged infringement; (vi) third party software or services, Customer software, Customer Data, or User-Generated Content; (vii) Customer’s use of the Carta Services during a free trial; or (viii) Customer’s use of Trial Features.

11.3 Indemnification by Customer. Customer shall defend, indemnify, and hold Carta harmless against any Claims made or brought by anyone other than a Carta Related Party against Carta and its Related Parties where the third party, including, without limitation, any Security Holder, expressly asserts: (i) misappropriation, misuse or breach of applicable law related to Customer Data; (ii) that the Customer Data or Carta’s transmission or hosting thereof infringes or violates the rights of such third party; (iii) that Customer’s breach of Section 3 of this Agreement violates the rights of such third party; (iv) that Customer failed to comply with applicable laws, rules or regulations in its performance of this Agreement; (v) Claims based on any third party equipment, devices, software, systems, or data Customer combined, operated or used with the Carta Services; or (vi) Claims based on Carta’s reliance on Customer-provided information or instructions in accordance with Section 3.3 of this Agreement.

11.4 Indemnification Procedure. Promptly after a Party seeking indemnification obtains knowledge of the existence or commencement of a Claim, the Party to be indemnified will notify the other Party of the Claim in writing; provided however, that the indemnifying Party’s indemnity obligations will be waived only if and to the extent that its ability to conduct the defense are materially prejudiced by a failure to give notice. The indemnifying Party will assume the sole control of defense and settlement of the claim at the indemnifying Party’s expense; provided, however, the indemnified Party: (i) may join in the defense and settlement of the Claim and employ counsel at its own expense; and (ii) will reasonably cooperate with the indemnifying Party in the defense and settlement of the Claim. The indemnifying Party may not settle any Claim without the indemnified Party’s written consent unless the settlement: (x) includes a release of all covered Claims pending against the indemnified Party; (y) contains no admission of liability or wrongdoing by the indemnified Party; and (z) imposes no obligations upon the indemnified Party other than an obligation to stop using any infringing items. If both the indemnified Party and the indemnifying Party are named parties in any action relating to the Claim and the counsel chosen by the indemnifying Party cannot represent both the indemnified Party and indemnifying Party due to any present or potential conflict in representing the interests of both of them, then the indemnifying Party will retain separate counsel for the indemnified Party.

11.5 ENTIRE LIABILITY. THIS SECTION 11 STATES THE ENTIRE LIABILITY OF THE INDEMNIFYING PARTY AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM BY A THIRD PARTY DESCRIBED IN THIS SECTION.

12. TERM AND TERMINATION.

12.1 Term of Agreement. Unless otherwise provided in an Order Form, this Agreement shall commence on the Effective Date listed above and shall continue until expiration or termination of this Agreement or all Order Forms executed hereunder.

12.2 Subscription Term. Except as specified otherwise in an Order Form, a standard Subscription Term is for one (1) year commencing on the Effective Date. Customer’s subscription to the Carta Services will automatically renew for additional one (1) year periods, unless either Party notifies the other of its intent not to renew in writing at least fifteen (15) days prior to the expiration of the then-current Subscription Term. If any Subscription Term expires before Customer makes a payment for a renewal Subscription Term, then Carta reserves the right to charge a proportionate fee for the elapsed time period during which the Subscription Term was expired.

12.3 Termination Rights. Either Party may terminate this Agreement (including all related Order Forms): (i) upon breach of this Agreement, if such breach has not been cured within thirty (30) days of written notice from the non-breaching Party specifying the breach in detail, and, if Carta is the non-breaching Party, Carta may terminate Customer’s password, account, access to and/or use of the Carta Services; (ii) immediately upon written notice if the other Party seeks protection of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days); (iii) if either Party undergoes a change of Control in favor of a competitor of the other Party; (iv) if either Party ceases operation without a successor; or (v) as otherwise provided herein. Carta may immediately terminate this Agreement if Customer breaches any of the terms of this Agreement relating to (a) Carta’s intellectual property (including but not limited to Customer’s non-compliance with the license grant or any license restrictions) or (b) Customer’s export compliance obligations in Section 14.2. If this Agreement is terminated by Customer in accordance with subsection (i) of this Section 12.3, Carta will refund Customer any prepaid fees covering the remainder of the then-current Subscription Term of all Order Forms after the effective date of termination. In no event will termination relieve Customer of its obligation to pay any fees payable to Carta for the period prior to the effective date of termination.

12.4 Effect of Termination. Upon termination of this Agreement: (i) the Subscription Term for the Carta Services shall immediately end; (ii) Customer will no longer have the right to use the Carta Services, and any licenses or access granted to Customer relating to same shall automatically cease to exist as of the date of termination; and (iii) if any Fees were owed prior to termination, other than for termination by Customer for Carta’s uncured breach, then Customer must pay those Fees immediately. Customer agrees and acknowledges that, thirty (30) days following the effective termination date of this Agreement or if Customer’s account is thirty (30) days or more past due, Carta will have no obligation to maintain or produce Customer Data under this Agreement.

12.5 Survival. The following provisions shall survive any termination of this Agreement: Sections 1, 3, 5, 6, 10, 11, 12.4, 13, 14.4, 14.5, 14.6, 14.7, 14.9, and 14.12, provided that Sections 10 and 11 shall only survive to the extent applicable to a Claim.

13. CONFIDENTIAL INFORMATION.

13.1 Definition of Confidential Information; Protection of Confidential Information. Each Party may have access to information that is confidential to the other Party. As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is clearly identified as confidential, as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential, including but not limited to the terms and conditions of this Agreement (including pricing and other terms reflected in an Order Form hereunder), the Customer Data, the Carta Services, business and marketing plans, technology and technical information, product designs, trade secrets, and business processes. A Disclosing Party’s Confidential Information shall not include information that (i) is or becomes available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party agrees to use all reasonable care to prevent disclosure of the Disclosing Party’s Confidential Information to any third party. Notwithstanding the foregoing, Customer acknowledges and agrees that Carta may disclose Customer’s Confidential Information to its employees, consultants, Affiliates, Providers, Non-Carta Services authorized by Customer, and other third-party providers, provided that Carta has a non-disclosure agreement in place with any such third-party provider that protects such Confidential Information against disclosure in a manner no less protective than this Agreement. This Section 13 constitutes the entire understanding of the Parties and supersedes all prior or contemporaneous agreements, representations, or negotiations, whether oral or written, with respect to Confidential Information.

13.2 Compelled Disclosure. If Receiving Party receives a request to disclose any Confidential Information of Disclosing Party pursuant to a subpoena, order, civil or criminal investigative demand, agency administrative demand, law, rule, regulation, or a judicial or similar process issued by a court of competent jurisdiction, the Receiving Party’s regulators or any other administrative body (each such request, a “Disclosure Request”), the Receiving Party is permitted to disclose such Confidential Information only to the extent necessary to comply with the Disclosure Request or as otherwise required by law. If legally permitted, Receiving Party shall provide Disclosing Party with prompt prior notice of such Disclosure Request and reasonable assistance, at Disclosing Party’s expense, if Disclosing Party wishes to seek protection or confidential treatment of the Confidential Information relevant to the Disclosure Request. If the Receiving Party receives a Disclosure Request as part of a proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the Disclosure Request or is requesting the Disclosure Request, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost and fees incurred in compiling and providing secure access to the Confidential Information relevant to the Disclosure Request. Notwithstanding the foregoing, in the case of a broad regulatory request with respect to the Receiving Party’s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with such request.

13.3 Injunctive Relief. If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of this Section 13, Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies may be inadequate.

13.4 Confidentiality Obligations upon Termination. Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party’s Confidential Information for so long as the Receiving Party retains possession of the Disclosing Party’s Confidential Information.

14. GENERAL PROVISIONS.

14.1 U.S. Federal Government End Use Provisions. If Customer is a federal government entity, Carta provides the Hosted Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Technical data and computer software rights related to the Hosted Services include only those rights customarily provided to the public as set forth in this Agreement. The license rights hereunder are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must be included as part of this Agreement.

14.2 Export Compliance. Each Party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Carta Services. Each Party represents that it is not named on any U.S. or other applicable government list of persons or entities with which U.S. persons or persons in other applicable jurisdictions are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and Customer will not, and will not permit any User to, access or use the Carta Services in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition. Carta reserves the right to remove access to the Carta Services for any Customer or User that violates this Section 14.2.

14.3 Use of Name and Logo. Except as otherwise provided on an Order Form, Carta may identify Customer as a customer and may use Customer’s name and logo in customer lists and on Carta’s website.

14.4 Carta Contracting Entity. Except as otherwise described on the Order Form, the Carta entity entering into this Agreement depends on which Carta product Customer is purchasing, as set forth below.

14.5 Governing Law; Jurisdiction. Except as otherwise described on the Order Form, any action related to this Agreement will be governed exclusively by the internal laws of the jurisdiction set forth under “Governing Law” in Section 14.4 corresponding to the Carta entity Customer is purchasing the Carta Services from, without regard for its conflicts of laws rules, and all disputes hereunder shall be subject to the exclusive jurisdiction of the state or federal courts located in the jurisdiction set forth under “Venue” in Section 14.4 corresponding to the Carta entity Customer is purchasing the Carta Services from. The Parties hereby irrevocably consent to the jurisdiction of such courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act.

14.6 Entire Agreement. This Agreement and the Terms, together with any applicable Order Forms and any in-app terms accepted by or on behalf of Customer directly on the Hosted Services, represent the Parties’ entire understanding relating to the use of the Carta Services and supersedes any prior or contemporaneous, conflicting or additional, communications. In the event of a conflict between this Agreement, on the one hand, and any Order Form or the Terms, on the other hand, the terms of this Agreement shall control.

14.7 Severability; Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of either Party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. Any rights not expressly granted herein are reserved.

14.8 Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between Carta and Customer as a result of this Agreement or use of the Carta Services.

14.9 Assignment; No Third Party Beneficiaries. Customer may not assign this Agreement or any of the rights granted to Customer hereunder. Carta may assign this Agreement without Customer’s consent to an Affiliate of Carta, to a successor-in-interest, or to a party acquiring Carta’s business through a merger, acquisition, reorganization or other transaction. Any attempted assignment in breach of this section shall be void. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

14.10 Vendors. In the ordinary course of its business, Carta uses third-party service providers (collectively, “Vendors”) to support the provision of the Carta Services or support generally (i.e., not specifically for Customer). In addition, Carta may provide the Carta Services or support through one or more Affiliates. Carta reserves the right to engage and substitute Vendors and Affiliates as it deems appropriate to provide the Carta Services and support hereunder, but shall remain responsible for the acts or omissions of such Vendors or Affiliates undertaken in connection with this Agreement.

14.11 Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform hereunder (excluding Customer’s payment obligations) during any period in which such performance is delayed, hindered, rendered impracticable, illegal, or impossible due to circumstances beyond such Party’s reasonable control, including but not limited to acts of God, acts of governmental authority, governmental inaction, state of emergency, hurricanes, tsunami, flood, fire, earthquakes, weather disturbances, wildfires, disease, epidemics, pandemics, medical outbreak, curtailment of transportation facilities, civil unrest, civil disorder, acts of terror or threats of terrorism, war, strikes or other labor conditions beyond Carta’s control, internet or other Hosted Services disruptions involving hardware, software, or power systems not within such Carta’s possession or reasonable control, and denial of Hosted Services attacks, or any other similar causes beyond Carta’s control.

14.12 Notice. Carta may give notice by means of a notification to Customer on the Hosted Services, electronic mail to Customer’s e-mail address on record in Carta’s account information, or by written communication sent by first class mail or pre-paid post to Customer’s address on the Hosted Services. Customer may give notice to Carta at any time by letter sent by e-mail to notices@carta.com or by letter delivered first class mail to Carta at 333 Bush Street, Floor 23, Suite 2300, San Francisco, CA 94104. All notices shall be deemed to have been given five days after mailing (if sent by first class mail) or twenty-four (24) hours after sending by e-mail.

14.13 Carta reserves the right to alter the terms of this Agreement at any time. Customer agrees to review the latest version of the Agreement on Carta’s website periodically to remain aware of any modifications to the Agreement about which Customer is not alerted by Carta. The Agreement available on the website will be dated so as to make clear what version is currently in force. Any use of the Carta Services after alteration of the Agreement will constitute acceptance by Customer of such changes. Customer’s sole remedy should Customer not agree with the altered Agreement shall be to cease Customer’s use of the Carta Services and to comply with Customer’s termination obligations outlined in Section 12 of this Agreement.