Terms of Service

Evergreen is a standalone service. It is separate from Carta’s equity management, cap table, fund administration, ERP, and other products and platforms (the “Other Carta Services”).

These Terms govern Evergreen only. They do not amend any agreement for the Other Carta Services, and no agreement for the Other Carta Services governs Evergreen. This includes any data processing addendum, security addendum, or similar agreement you have with Carta for the Other Carta Services. If you use both, each agreement applies only to its own service.

Carta does not combine Customer Content with data from the Other Carta Services. Your Evergreen account is separate from any account for the Other Carta Services.

Subject to these Terms and your payment of Fees, Carta grants you a non-exclusive, non-transferable, non-sublicensable right during the Term for your Authorized Users to access and use Evergreen for your internal business purposes.

Agents run on infrastructure Carta operates or procures. Agents may continue running while your Authorized Users are offline, including overnight, until the Session ends, is paused or stopped, or your Credits run out. You are responsible for monitoring and stopping Sessions you no longer need.

Evergreen lets you use different Models. By default, Evergreen uses a Model accessed through Carta’s account with the applicable Model Provider (“Carta-Provided Models”). Where supported, you may instead use BYOK Credentials. Carta may add, change, or remove any Model at any time.

Evergreen is a new and evolving service. Features, functionality, limits, availability, and pricing may change often, sometimes without notice. Carta provides no service level commitment.

Evergreen is for business and professional use only. You represent that you and each Authorized User are at least 18 years old, are using Evergreen for business purposes, and have not previously been suspended or removed from Evergreen.

You must give accurate, complete registration and billing information and keep it current.

You are responsible for keeping Account credentials secure. Notify Carta promptly at trust@carta.com of any unauthorized access.

You are responsible for all activity in your Account and Workspaces, including all acts and omissions of Authorized Users and all Fees they incur. A breach of these Terms by an Authorized User is your breach.

Inviting a Collaborator to a Session gives that Collaborator access to the Session’s Customer Content. Depending on permissions you set, the Collaborator may also instruct the Agent and cause Fees to be charged to your Account. You are responsible for choosing Collaborators and setting their permissions. If a Collaborator belongs to another organization, you are responsible for having the rights to share Customer Content with that Collaborator.

1. (a)

   Sessions keep running. Removing a Collaborator, or reducing their permissions, does not stop any Session the Collaborator started, or any instruction they queued, before the change. Those Sessions keep running until you stop them, until they end on their own, or until your Credits run out. You can review and stop a removed Collaborator’s Sessions in your Workspace settings.

2. (b)

   Your responsibility. You remain responsible for all Fees incurred by those Sessions, and for all Agent actions they take, until they stop. Section 5 applies to them the same way it applies to Sessions you start.

3. (c)

   Collaborator access ends. Once removed, a Collaborator can no longer view, instruct, or receive Customer Content from your Workspace. This includes Outputs generated after removal. Customer Content created in your Workspace stays with your Workspace after the removal.

4. (d)

   Credentials. Removing a Collaborator does not revoke credentials, API keys, or tokens they supplied, or that were shared with them outside Evergreen. You are responsible for rotating or revoking those credentials. If a credential is revoked, Sessions that rely on it may fail or behave unpredictably. Carta is not responsible for resulting failures, incomplete work, or Agent actions.

5. (e)

   Optional controls. Evergreen may let you set Sessions to stop automatically when their initiating Collaborator is removed. Carta does not guarantee that this setting will stop every pending Agent action.

If you join a Session in another customer’s Workspace, that customer controls the Session, its Customer Content, and its billing. Your use is still subject to these Terms.

You authorize each Agent, on your behalf and at your direction, to read, write, modify, execute, commit, and delete code and files. You also authorize Agents to run commands, install dependencies, and interact with Customer Repositories and Third-Party Services, in each case within the access you or your Authorized Users grant.

You decide what access, credentials, secrets, and permissions to give Evergreen and each Agent. Carta recommends least-privilege credentials, non-production environments, and branch protections. You will maintain appropriate human review, monitoring, and rollback capabilities for any Agent action that could affect production systems or data, and you will not configure an Agent to take irreversible production actions without them. Agents act autonomously, may run while you are offline, and may take unexpected actions.

You are solely responsible for (a) reviewing, testing, and validating all Outputs and Agent actions before relying on them or deploying them to production, (b) backing up Customer Repositories, and (c) any action an Agent takes using access, credentials, or permissions you or your Authorized Users provided, whether or not you expected or intended that action. Carta is not responsible for data loss, code changes, deployments, third-party charges, or other consequences resulting from Agent actions within those permissions.

You acknowledge that Agents may run without human supervision, including while no Authorized User is online. You also acknowledge that no one may be available to review or stop an Agent’s actions as they occur, and you assume all risk of unattended operation. Session limits, spend limits, and notifications in Evergreen are provided for your convenience. Carta does not guarantee that they will prevent or stop any Agent action.

Agents may process content from Customer Repositories, dependencies, websites, and other sources that contains instructions intended to manipulate the Agent. Carta is not responsible for Agent actions caused by that content.

You must buy Credits before using Evergreen. Credits are bought by credit card or another payment method Carta accepts, through Carta’s third-party payment processor. Your use of the payment processor is subject to its terms, and you authorize it to store and keep charging your payment method, including after updates to an expired card. Carta may refuse or cancel any purchase in cases of suspected fraud, error, or violation of these Terms. Carta does not charge a recurring subscription fee unless it introduces one under Section 6.7.

Evergreen deducts the following Fees from your Credit balance as you use the Service, at the rates on the Pricing Page:

1. (a)

   Inference Fee. For Carta-Provided Models, a fee for Tokens processed in your Sessions, charged at the per-Token rates for the applicable Model on the Pricing Page. This fee does not apply to usage under BYOK Credentials.

2. (b)

   Platform Token Fee. A fee per Token processed in your Sessions, including input and output Tokens. This fee applies to every Model, including Carta-Provided Models and Models accessed with BYOK Credentials.

3. (c)

   Agent Time Fee. An hourly fee for each hour, prorated by the second, that an Agent is in an active state on Evergreen infrastructure.

4. (d)

   Workspace Storage Fee. A fee per GB-month for storage retained for your Sessions, charged only while that storage is kept.

Evergreen measures Tokens, Agent time, and other usage. Carta’s usage records determine the Fees, absent manifest error. Token counts for a Model may follow the Model Provider’s own counting method.

When your Credit balance reaches zero, Carta may pause or stop active Sessions and block new ones until you add Credits. Metering and processing delays may cause usage to exceed your balance. You authorize Carta to charge your payment method on file for any resulting negative balance, and you agree to pay it. Any negative balance not paid within 15 days accrues interest at 1.5% per month, or the highest rate permitted by law if lower, and you will pay Carta’s reasonable costs of collection, including attorneys’ fees.

If you turn on automatic reload, you authorize Carta to charge your payment method for the reload amount you select whenever your balance falls below the threshold you select. These charges continue until you turn off automatic reload in your Account settings. Turning it off applies to future reloads only.

Credits are a prepayment for the Service only. Credits (a) have no cash value, (b) are not a deposit, stored value, or currency, (c) earn no interest, (d) are not transferable between Accounts, and (e) may be used only for Fees. Credits expire 12 months after purchase. Except as Section 15.4 provides or applicable law requires, Credits and Fees are non-refundable.

Carta may change Fees, rates, Fee categories, or the pricing model at any time, including by adding subscription fees. A change takes effect when posted on the Pricing Page, or on any later date Carta states, and applies to usage from then on, including usage paid with Credits bought earlier. Carta may, but is not required to, give advance notice of a change by email or in the Service. If you object to a change, your sole remedy is to stop using Evergreen and close your Account under Section 15.2.

Fees exclude taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes on your purchases, other than taxes on Carta’s net income. Carta may collect taxes where required.

You must notify Carta in writing of a billing dispute within 30 days after the charge or deduction. If you do not, you waive the dispute. Initiating a chargeback without first contacting Carta is a breach of these Terms, and Carta may suspend your Account while the chargeback is pending.

When you use BYOK Credentials, your agreement with the Model Provider governs your Model use. You are solely responsible for all Model Provider charges, for compliance with that provider’s terms and policies, and for having the right to use the BYOK Credentials with Evergreen.

You authorize Carta to store your BYOK Credentials and use them to send Inputs to, and get Outputs from, the Model Provider on your behalf.

Carta is not responsible for Model Provider charges, outages, rate limits, policy enforcement, or account actions under your BYOK Credentials.

Your use of Third-Party Services through Evergreen may be subject to their terms and policies. For Carta-Provided Models, you must comply with the usage policies of the applicable Model Provider listed at evergreen.carta.com/model-provider-policies, which are incorporated into these Terms. These currently include Anthropic’s Usage Policy, OpenAI’s Usage Policy, and AWS Use Policy.

Carta does not control Third-Party Services and is not responsible for them. Carta makes no warranty about Third-Party Services.

Using a Model or integration sends Customer Content to the applicable third party to process your request. You direct and authorize that transfer.

As between you and Carta, you keep all rights in your Inputs and Customer Repositories. To the extent permitted by law, Carta assigns to you any rights it has in Outputs. Outputs may be similar to content generated for other users, and this assignment does not cover those other users’ content.

You grant Carta and its service providers a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Content as needed to (a) provide, secure, and support Evergreen, (b) prevent abuse and enforce these Terms, and (c) comply with law.

Carta will not use Customer Content to train or fine-tune AI models without your express permission.

You represent that you have all rights, consents, and permissions needed to submit Customer Content and to let Carta and Agents process it under these Terms. You also represent that Customer Content and its processing will not violate law or third-party rights.

Unless the parties have signed a separate written agreement, you will not submit (a) protected health information under HIPAA, (b) payment card data, (c) government-issued identification numbers, or (d) other sensitive data subject to heightened legal protection.

Carta may collect and use data about Evergreen operation and use, such as Token counts, Session duration, performance, and feature use (“Usage Data”), to operate, bill for, secure, and improve the Service. Usage Data excludes Customer Content. Carta will not disclose Usage Data in a form that identifies you or any individual, except as needed to provide the Service or as required by law.

Carta owns any feedback or suggestions you give about Evergreen, and you assign to Carta all rights in that feedback, without obligation to you.

Carta will use commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content in its possession. No method of transmission or storage is completely secure. Carta is not responsible for unauthorized access to Customer Content unless caused by Carta’s gross negligence or willful misconduct. You are responsible for any notices to your Authorized Users, customers, or other third parties that applicable law requires after a security incident affecting Customer Content.

The Evergreen Privacy Notice at evergreen.carta.com/privacy describes how Carta handles personal information. The Evergreen Data Processing Addendum at evergreen.carta.com/dpa (the “DPA”) is incorporated into these Terms and applies automatically, without separate signature or acceptance, to Carta’s processing of personal data in Customer Content on your behalf. If the DPA conflicts with these Terms regarding that processing, the DPA controls. Carta processes Account, billing, and Usage Data as an independent controller. Any liability under the DPA is subject to Section 17.

These Terms apply from your first acceptance until your Account is closed (the “Term”).

You may close your Account at any time through your Account settings or by contacting evergreen-support@carta.com.

Carta may terminate these Terms or close your Account (a) immediately if you breach these Terms, or (b) for any reason on 15 days’ notice. Carta may also discontinue Evergreen entirely on 15 days’ notice.

If Carta terminates under Section 15.3(b) or discontinues Evergreen, Carta will refund your unused, unexpired Credits to your original payment method. You forfeit unused Credits if you close your Account or Carta terminates for your breach.

On termination, your access ends and active Sessions stop. You may export Customer Content during the 30 days after termination, where the Service supports export. After that period, Carta may delete Customer Content, subject to its standard backup and retention practices. You must pay all Fees incurred before termination.

Sections 2, 4.3, 4.5(b), 5.3 through 5.5, 6 (for accrued Fees), 6.9, 7.1, 7.3, 8.2, 9.1, 9.2 (to the extent required for Section 15.5), 9.4, 9.6, 9.7, 11.1, 12, 13, 15.4 through 15.6, and 16 through 20 survive termination.

EVERGREEN, OUTPUTS, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, CARTA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY. THIS INCLUDES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

AI-generated Outputs may be inaccurate, incomplete, insecure, or infringing, or may contain vulnerabilities or bugs. CARTA DOES NOT WARRANT THAT OUTPUTS WILL BE ERROR-FREE, SECURE, OR FIT FOR ANY PURPOSE, OR THAT AGENTS WILL ACT AS INTENDED. CARTA ALSO DOES NOT WARRANT THAT EVERGREEN WILL BE UNINTERRUPTED OR THAT CUSTOMER CONTENT WILL NOT BE LOST. If an Output reviews, tests, or analyzes code, configurations, dependencies, or security, it is a non-exhaustive aid only. CARTA DOES NOT WARRANT THAT ANY SUCH OUTPUT IDENTIFIES ALL BUGS, VULNERABILITIES, SECURITY RISKS, OR OTHER ISSUES, AND IT IS NOT A SUBSTITUTE FOR YOUR OWN REVIEW, TESTING, AND AUDIT.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR CARTA’S AFFILIATES OR ITS LICENSORS AND SUPPLIERS (INCLUDING MODEL PROVIDERS), WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. NONE OF THEM WILL BE LIABLE FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, OR FOR THE COST OF SUBSTITUTE SERVICES. THIS APPLIES EVEN IF ANY OF THEM WAS ADVISED THESE DAMAGES WERE POSSIBLE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF CARTA, ITS AFFILIATES, AND ITS LICENSORS AND SUPPLIERS (INCLUDING MODEL PROVIDERS) ARISING OUT OF OR RELATING TO THESE TERMS OR EVERGREEN WILL NOT EXCEED THE GREATER OF (A) THE PLATFORM TOKEN FEES AND AGENT TIME FEES YOU PAID IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) US $100. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN, CARTA WOULD NOT OFFER EVERGREEN WITHOUT THEM, AND THEY APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Sections 17.1 and 17.2 do not limit your payment obligations, your obligations under Section 19, or your breach of Section 10, including the AUP.

Carta’s affiliates, licensors, and suppliers (including Model Providers) are intended third-party beneficiaries of this Section 17 and may enforce it directly. No other provision of these Terms creates rights in any third party.

Before starting arbitration, a party must send written notice of the dispute and try in good faith to resolve it for 30 days.

Any dispute arising out of or relating to these Terms or Evergreen will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place before a single arbitrator in San Francisco, California, or by video conference. Judgment on the award may be entered in any court with jurisdiction. Either party may seek injunctive relief in court to protect its intellectual property or confidential information.

EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY. NEITHER PARTY MAY BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If this Section 18.3 is found unenforceable for a claim, that claim will be decided in court under Section 20.1, and the rest of this Section 18 will still apply to other claims.

You may opt out of Section 18.2 by emailing legal@carta.com within 30 days after first accepting these Terms.

To the fullest extent permitted by law, you must start any arbitration or other proceeding arising out of or relating to these Terms or Evergreen within one year after the facts giving rise to the claim occur. Otherwise, the claim is permanently barred.

California law governs these Terms, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms. The Federal Arbitration Act governs Section 18. Subject to Section 18, the state and federal courts in San Francisco County, California have exclusive jurisdiction, and each party consents to them. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

Carta may update these Terms at any time. The version of these Terms posted on the Evergreen website will be dated to show which version is in effect, and you agree to review the posted Terms periodically. Carta will use reasonable efforts to notify you of material changes by email or in the Service. Your continued use of Evergreen after the effective date means you accept the updated Terms. If you do not agree to an update, your sole remedy is to stop using Evergreen and close your Account under Section 15.2. Changes to Fees follow Section 6.7.

Carta may send notices to the email address on your Account or through the Service. You consent to receiving notices, disclosures, and other communications electronically, and they satisfy any legal requirement that communications be in writing. You must send legal notices to legal@carta.com or by first-class mail to eShares, Inc. DBA Carta, Inc., Attn: Legal, 333 Bush Street, Floor 23, Suite 2300, San Francisco, CA 94104. Notices are deemed given 24 hours after sending by email or five days after mailing by first-class mail.

You may not assign these Terms without Carta’s prior written consent. Carta may assign these Terms without consent, including to an affiliate or in a merger, acquisition, or sale of assets. Any prohibited assignment is void.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including Model Provider or cloud provider outages. This Section does not excuse payment obligations.

Evergreen is “commercial computer software” and is provided to U.S. government users only with the rights in these Terms.

The parties are independent contractors.

If any provision is unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions stay in effect. A failure to enforce a provision is not a waiver.

These Terms, the Pricing Page, the DPA, and the policies incorporated by reference are the entire agreement about Evergreen. They supersede all prior agreements about Evergreen. If these Terms conflict with a separately signed written agreement for Evergreen, the signed agreement controls.

Carta may identify you as an Evergreen customer and use your name and logo in customer lists and on Carta’s websites and marketing materials.