Terms and Conditions
Carta Launch
These Carta Launch Plan Terms and Conditions incorporate the eShares, Inc. DBA Carta, Inc. (“Carta”) Master Subscription Agreement (the “MSA”), located at https://carta.com/msa, and the Carta Terms of Service (“TOS”), located at https://carta.com/terms-of-service/ (collectively, the “Launch Plan Terms”) all of which may be updated from time to time. The Launch Plan Terms shall govern the relationship between Carta and the company represented by the signatory to these Launch Plan Terms and Conditions (“Customer” or “you”). You agree to the Launch Plan Terms by installing, accessing, or using Carta’s platform, services, features, software, mobile applications, or website (together, the “Services”), or by continuing to use the Services following an update to any of the Launch Plan Terms. All capitalized terms not defined in these Launch Plan Terms shall take the meaning assigned to them in the MSA.
By agreeing to these Launch Plan Terms and Conditions, Customer accepts and and agrees to be bound by the Launch Plan Terms, and the undersigned represents that they have the authority to enter into this agreement on behalf of Customer.
During the term of this agreement, and until you upgrade to a paid subscription, by agreeing to these Launch Plan Terms and Conditions you will have access to a limited version of the Carta platform (the “Carta Launch Plan”) until Customer has a Qualifying Event (as defined below). Subject to the conditions set forth below, the Carta Launch Plan gives Customer the ability to issue and manage Common Stock, Founders Stock, issuances from an equity plan (e.g. option grants), convertible notes, SAFEs, or Preferred Stock on the Carta platform, for up to twenty-five (25) aggregate Security Holders; and to access reporting features including but not limited to: Summary cap table, Intermediate cap table, Detailed Cap table, Certificate transaction report, Vesting report, Equity Plan Analysis, and Stakeholder ownership details.
By agreeing to the Launch Plan Terms, Customer represents and warrants that the Customer Data entered in Carta is accurate.
If Customer is formed, incorporated or organized pursuant to the laws of a jurisdiction other than those of the United States, Customer understands, acknowledges and agrees that: (i) Customer is aware that Carta does not serve in the capacity of a share registry or transfer agent, and does not maintain any formal register of members, securities register or the like for companies incorporated outside of the United States, and Customer has an alternative share registry or transfer agent system in place in the jurisdiction(s) in which Customer operates, is formed, incorporated or organized to account for this; (ii) Carta is not accepting through this Agreement any delegations or responsibilities under the regulations or laws of the jurisdictions in which Customer operates, is formed, incorporated or organized; (iii) Customer, in consultation with its counsel, has reviewed the e-signature regulations in the jurisdiction(s) in which Customer operates, is formed, incorporated or organized and confirms that the Hosted Services are an acceptable solution for accepting e-signatures on any documents executed or collected through the Hosted Services, and Customer also confirms that any additional documents required during the exercise of an equity award—but not processed on or through the Hosted Services—will be signed outside of the Hosted Services using another provider that meets Customer’s requirements before the exercise is approved on the Hosted Services; (iv) Carta cannot calculate the associated tax withholdings for equity award exercises outside of the United States, and Customer further agrees to calculate and manage any and all tax withholdings outside of the Hosted Services; and (v) Carta shall not be required to process payments with respect to equity or security transactions for or on behalf of Customer.
Subject to the foregoing and the Launch Plan Terms, Customer may use the Carta Launch Plan without charge. While Customer is using the Carta Launch Plan, Carta reserves the right to limit Customer’s or its Users’ access to Carta’s support at any time. Upon Customer: (a) exceeding twenty-five (25) aggregate Security Holders; (b) raising an aggregate of US $1,000,000.00 or more (or equivalent amount in other currencies) of equity or debt financing, regardless of security or instrument type(s); or (c) adding a 409A subscription or access to premium accounting features, modeling features (including scenario modeling and waterfalls), or compliance features (including 701, 718, or 3921) (each, a “Qualifying Event”), Customer agrees to upgrade its subscription subject to Carta’s then-current pricing and service offerings. Upon a Qualifying Event, Customer’s access to the Services, Hosted Services, and Carta support may be disabled within Carta’s discretion until payment is made for an upgrade to a paid subscription.
These Launch Plan Terms and Conditions shall take effect upon Customer’s electronic signature and remain in effect until terminated by Customer or Carta, or as described in the Launch Plan Terms. Customer’s access to the Services under the Launch Plan Terms may be terminated by Customer or Carta by the terminating Party giving the other Party written notice, or as otherwise described in the MSA. Upon termination, Customer’s law firm may retain access to Customer Data on Carta so long as such law firm continues to represent Customer and is generally in good standing with Carta. If Customer is no longer represented by such law firm, Customer shall provide Carta with written notice and Carta shall use commercially reasonable efforts to disable such law firm’s access to the Customer Data in Carta.
The Launch Plan Terms constitute the entire agreement between Customer and Carta with respect to the use of the Hosted Services and supersede all other oral and written representations, understandings or agreements relating to the use of the Hosted Services. Carta reserves the right to alter or discontinue the Carta Launch Plan, or to alter the Launch Plan Terms, at any time. If there is any conflict between these Launch Plan Terms and Conditions and the MSA, these Launch Plan Terms and Conditions shall govern and control.