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 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.

" 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.

" User-Generated Content" means content featured, displayed, communicated, or transmitted through the Hosted Services, including text, data, images, photographs, graphics, software, applications, designs, 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. Customer agrees that its purchases are neither contingent on the delivery of any future functionality nor dependent on any public comments made by Carta regarding future functionality.

2.2 Protection of Customer Data. Carta will maintain appropriate safeguards for protection of Customer Data.

3. CUSTOMER USE OF CARTA SERVICES.

3.1 Subscription. Customer understands 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.

3.2 Customer Responsibilities; Usage Restrictions. Customer shall be responsible for Users’ compliance with this Agreement and shall not sell, rent, lease, distribute, or disclose the Carta Services to any third party other than Users, modify, reverse engineer, or engage in any prohibited activities.

4. THIRD-PARTY PROVIDERS.

Customer may authorize Provider(s) to use the Carta Services. Carta shall have no liability or obligation for any Provider or the contents of any transaction completed with any Providers or third parties.

5. OWNERSHIP.

5.1 Customer shall own all right, title, and interest in and to any Customer Data, and Carta shall own all right, title, and interest in and to the Carta Services.

6. BILLING AND PAYMENT.

6.1 General. Customer agrees to pay in advance for Fees in full, in U.S. Dollars, unless otherwise specified in an Order Form. All Fees are nonrefundable except as otherwise set forth herein.

7. SUPPORT.

During the Subscription Term, Carta shall provide assistance to Customer by telephone, e-mail, or online chat.

8. LIMITED REPRESENTATIONS & WARRANTIES.

8.1 Authority. Each Party represents that it has the authority to enter into this Agreement.

9. DISCLAIMER OF WARRANTIES.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND.

10. LIMITATION OF LIABILITY.

10.1 LIMIT ON DIRECT DAMAGES. EXCEPT FOR A BREACH BY CUSTOMER OF OBLIGATIONS IN SECTION 3.

11. INDEMNITIES.

11.1 Indemnification by Carta. Carta shall defend and indemnify Customer against any claims made against Customer.

12. TERM AND TERMINATION.

12.1 Term of Agreement. This Agreement shall commence on the Effective Date and shall continue until terminated.

12.2 Subscription Term. A standard Subscription Term is for one (1) year commencing on the Effective Date.

13. CONFIDENTIAL INFORMATION.

13.1 Definition. Confidential Information means all proprietary information of a Party disclosed to the other Party, which is identified as confidential.

14. GENERAL PROVISIONS.

14.1 U.S. Federal Government End Use Provisions. If Customer is a federal government entity, Carta provides the Hosted Services in accordance with applicable federal regulations.

14.2 Export Compliance. Each Party will comply with the export laws applicable in its jurisdiction.

14.3 Use of Name and Logo. Carta may identify Customer as a client, using Customer’s name and logo in customer lists and on its website.

14.4 Carta Contracting Entity. The Carta entity entering into this Agreement depends on which Carta product Customer is purchasing.

14.5 Governing Law; Jurisdiction. Any action related to this Agreement will be governed exclusively by the internal laws indicated in the table above.

14.10 Vendors. Carta uses third-party service providers to support the provision of the Carta Services.