Carta Community Code of Conduct
This code of conduct governs Carta Community’s events and discussions. The purpose of Carta Community is to allow peer-to-peer exchange of ideas for best practices and strategies on using Carta products and services, such as: for building and managing an equity program over the lifecycle of a private company, discussing ideas on how to achieve tax and financial objectives using Carta’s platform, and discussing ideas on how to effectively use the Carta platform to accomplish desired objectives. The Carta Community may also serve to connect Carta customers to Carta partners that offer consultative support Carta customers are looking for.
Treat the Carta Community respectfully. This is a place to share knowledge, skills, and ideas about managing your Carta relationship.
- Diversity and inclusion make our community strong. We encourage participation from the most varied and diverse backgrounds possible and want to be very clear about where we stand.
- Our goal is to maintain a safe, helpful and friendly community for everyone, regardless of experience, gender identity and expression, sexual orientation, disability, personal appearance, body size, race, ethnicity, age, religion, nationality, or other defining characteristic.
- This code and related procedures apply to unacceptable behavior occurring in all community venues.
- Be welcoming.
- Be kind.
- Be helpful.
- Do the right thing.
- Look out for each other.
- Be respectful.
- Stay on-topic.
- Be honest.
- Be mindful and share mindfully.
- Violence, threats of violence or violent language.
- Doxxing and invasion of privacy.
- Illegal content.
- Active malware or exploits.
- Misinformation or disinformation.
- Any conduct which could be considered inappropriate in a professional setting.
- Violation of Carta Community’s Terms of Service.
- Irrelevant information.
- Conduct or speech which might be considered discriminatory or offensive in nature.
- Do not use unwelcome, suggestive, derogatory or inappropriate nicknames or terms.
- Do not show disrespect towards others. (Jokes, innuendo, dismissive attitudes.)
- Intimidation or harassment (online or in-person).
- Disrespect towards differences of opinion.
- Inappropriate attention or contact. If your action makes someone uncomfortable, stop.
- Not understanding the differences between constructive criticism and disparagement.
- Sustained disruptions.
- Understand that speech and actions have consequences, and unacceptable behavior will not be tolerated.
- If you are the subject of, or see any violations of this Code of Conduct, please report it to us via email at firstname.lastname@example.org.
- If violations occur, organizers will take any action they deem appropriate for the infraction, up to and including removing content, blocking content, suspension of Carta Community account and/or termination of Carta Community account.
CARTA COMMUNITY TERMS OF SERVICE
Carta Community is a space for Carta Customers to interact with one another, gain and share knowledge, information, and experiences from their use of or interest in Carta products. The following user terms apply to all who use Carta Community. “We,” “our,” and “us” refer to the applicable Carta entity. “You” and “your” refers to you, the individual user and participant in Carta Community.
Carta Community Rules of Engagement
Carta Community Forum users must never:
- upload to or link from Carta Community any harmful or malicious technology, including malware, that unlawfully accesses information owned by Carta or any third party.
- post content that violates applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies, including any rules of any national and other securities exchanges.
- allow another person to post from their account or on their behalf.
- post content that is abusive, offensive, vulgar, obscene, hateful, racist or bigoted, threatening, libelous, defamatory, or fraudulent.
- dox another person, or post content that includes another person’s private or personal information, including but not limited to images, personal phone numbers, email addresses, addresses, and Social Security numbers.
- post content that the user does not have the required rights to under law and under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
- post spam or advertisements.
- impersonate any person or entity, or falsely state or otherwise misrepresent an affiliation with a person, organization, or entity of Carta.
- interfere with or disrupt the operation or integrity of Carta Community or any information, data, content or other materials available on or through Carta Community.
- harass the Carta Community moderators. This includes any moderation actions, warnings, or suspensions related to one’s account or others.
- access Carta Community in order to build a similar or competitive product or service to or copy any ideas, features, functions, or graphics of Carta Community.
- authorize, permit, enable, induce or encourage any third party to do any of the above.
- do anything to violate the spirit of these Terms.
Promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a username, password, or account.
User Account Security
You are responsible for keeping your Account secure while you use Carta Community. The content of your Account and its security are up to you. You are responsible for all content posted and activity that occurs under your Account. You are responsible for maintaining the security of your Account and password. Carta cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You will promptly notify Carta if you become aware of any unauthorized use of, or access to the Carta Community through your Account, including any unauthorized use of your password or Account.
User Submissions, Member-Generated Content
As a user of Carta Community, you may have the ability to make information, data, graphics, sounds, videos, messages, and other materials and content, each a “Submission,” available through Carta Community. Submissions include but are not limited to all comments, suggestions, advice, and ideas, including those made or given on an existing or potential Carta product or feature. All Submissions are subject to the same licensing provisions contained herein.
Users are solely responsible for all Submissions to Carta Community. Carta has no control over users’ Submissions, and we do not endorse any user Submissions. Additionally, Carta does not make any promises about the reliability of any source or the accuracy, safety, or intellectual property rights of any Submissions. By posting a Submission, you represent and warrant to either own or have all the intellectual property rights necessary to upload or share all content contained within such Submission and that the Submission does not infringe on the intellectual property rights of others.
When you submit content to Carta Community, you do not lose ownership of your Submission. Rather, with each Submission, you grant Carta an unlimited, irrevocable, perpetual, and royalty-free license to access, use, reproduce, display, prepare derivative works of, sublicense, perform, and distribute any Submission content, feedback, suggestions, or ideas for any purpose without any obligation or compensation to you. This license is only about your intellectual property rights, it does not affect your privacy rights.
If you make available through Carta Community ideas and suggestions on Carta products or services, you acknowledge and agree that posting such a Submission does not make you an inventor of any invention that may arise during any development of any Carta product or service, including those that may incorporate or are related to user contributions to Carta Community. If, despite the foregoing, you retain any right, title, or interest in any invention, you agree to assign to Carta all right, title, and interest in and to such invention, effective upon the invention’s conception, creation, or development. To the extent that you retain any right to or interest in any invention after all permissible assignment, you waive all claims with respect to such rights or interests against Carta and its affiliates, and any user of any Carta product or service. In addition, you grant Carta an unlimited, irrevocable, perpetual, and royalty-free license to access, use, reproduce, display, prepare derivatives works of, sublicense, perform, distribute, modify, make, sell, offer to sell, import, analyze, and exploit all or any portion of such invention. You waive and quitclaim to Carta any claim for infringement, misappropriation, or other violation of any invention or intellectual property rights assigned or licensed under these Terms.
Intellectual Property Rights
Carta and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Carta Community Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright ©Carta, Inc. All rights reserved. We take the intellectual property rights of others seriously and require that our Carta Community users do the same. If you own a copyright or have authority to act on behalf of a copyright owner and want to report a claim that a third party is infringing that material on or through Carta Community, please contact us at email@example.com.
Data Privacy Rights
Cancellation and Termination
It is your responsibility to properly cancel your Account with Carta Community. You can cancel your Account at any time by emailing firstname.lastname@example.org. If you would like only your Account to be deleted, but your posts to remain live on Carta Community so others may continue to benefit, please let us know. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your profile within 90 days of cancellation or termination (though some information may remain in encrypted backups). Where deletion within 90 days is not possible due to technical limitations of our systems, we will complete the deletion as soon as technically feasible. This information cannot be recovered once your Account is canceled.
Carta has the right to suspend or terminate your access to all or any part of the Carta Community at any time, with or without cause, with or without notice, effective immediately. Carta reserves the right to refuse service to anyone for any reason at any time.
Disclaimer of Warranties
CARTA COMMUNITY AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. CARTA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT CARTA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
Limitation of Liability
NEITHER CARTA, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, OR AFFILIATES SHALL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO YOUR PARTICIPATION IN CARTA COMMUNITY FORUM, INCLUDING, WITHOUT LIMITATION, LOST REVENUE, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You will defend and indemnify Carta and its affiliates, and their respective officers, directors, employees, and contractors, from and against any claim by a third party arising from or related to: (a) your use or attempted use of Carta Community in violation of these Terms, (b) your violation of any law or the rights of any third party, or (c) any Submissions you post to Carta Community, including without limitation any claim of infringement, misappropriation, or violation of any intellectual property, privacy, or other rights.
As our business evolves, we may change these Terms, the Carta Community Code of Conduct, and other policies relating to Carta Community. Any material revisions to these Terms will become effective on the date we publish the change. If you login to and use the Services after the effective date of any changes, you will be asked to confirm your acceptance of the revised terms and conditions. You may not login to and use the Services until you accept the new terms and conditions. Unless otherwise required by law, we will notify you before we make changes to these Terms and give you an opportunity to review them before they go into effect.
Severability, No Waiver, Survival
These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect. Any failure on the part of Carta to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
These Terms constitute a binding agreement, and failure to comply with these Terms may result in legal action. This agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts with the laws or rules of the United Nations Convention on the International Sale of Goods. The state and federal courts located in San Francisco County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.