Third Party Data Integration Terms and Conditions

Effective date: August 29, 2024

These Third Party Data Integration Terms and Conditions incorporate the eShares, Inc. DBA Carta, Inc. (“Carta”) Master Subscription Agreement (the “MSA”) between Carta and Customer, Carta Terms of Service (https://carta.com/terms-of-service/), and Carta Privacy Policy (https://carta.com/privacy/) (collectively, “Data Integration Terms”). All capitalized terms not defined in these Data Integration Terms shall take the meaning assigned to them in the MSA. These Data Integration Terms shall govern the Customer’s use of third party or application programming interface (“API”) integration relating to Customer Data and the Hosted Services. By agreeing to these Data Integration Terms, Customer accepts and agrees to be bound by the Data Integration Terms, and the undersigned represents that they have the authority to enter into this agreement on behalf of Customer.

Customer acknowledges and agrees that the Hosted Service may operate on, with or using API and/or other services operated or provided by third parties (“Third Party Services”), including without limitation through integrations or connectors to such Third Party Services that are provided by Carta or such third parties that operate the Third Party Services. Customer further acknowledges and agrees that any and all information obtained by Carta via the API integration is considered Customer Data (as defined in the MSA). Carta is not responsible for the operation of any Third Party Services nor the availability or operation of the Hosted Service to the extent such availability and operation is dependent or relies in any manner upon Third Party Services. Customer expressly understands and agrees that Carta bears no responsibility and shall not be held liable for any damages or losses resulting from Customer’s use of the Third Party Services or from Customer’s transmission of Customer Data through such Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Carta does not make any representations or warranties with respect to Third Party Services, any third party providers, or any Customer Data hosted and/or provided by such Third Party Services or third party providers, and will have no liability to Customer for any act or omission of any Third Party Service or integrity of any Customer Data hosted by such Third Party Service. Any exchange of data, Customer Data, or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.