Investor Account Agreement
July 10, 2026
1. Purpose of this Agreement
This Investor Account Agreement (“Agreement”) governs your relationship with Startly Inc. (“Startly”, “we”, “our” or “us”) in connection with your application to establish and maintain an investor account through Startly.
This Agreement sets out the terms governing your investor account and should be read together with our:
* Website Terms of Use;
* Privacy Policy;
* Relationship Disclosure Information; and
* any applicable subscription agreements, offering documents or other investment documentation.
In the event of any inconsistency between this Agreement and the documentation relating to a particular investment, the investment-specific documentation will govern to the extent of the inconsistency.
2. About Startly
Startly is registered as an exempt market dealer under applicable Canadian securities legislation in the jurisdictions in which it is authorized to conduct business.
Our services include introducing eligible investors to private investment opportunities, conducting client onboarding and suitability assessments, facilitating exempt market transactions, and providing related dealer services in accordance with Applicable Securities Laws.
Nothing in this Agreement obligates Startly to approve an investor account, present any investment opportunity, or accept any investment instruction where doing so would be inconsistent with applicable law, regulatory requirements or our internal compliance policies.
3. Opening an Investor Account
To access investment opportunities through Startly, you must first establish an investor account.
Opening an account requires completion of our onboarding process, which may include identity verification, Know Your Client (“KYC”) information, suitability assessments, anti-money laundering reviews and any other information reasonably required by Startly.
Submission of an application does not guarantee approval of an account.
Startly may approve, decline, suspend or terminate an account where reasonably necessary to comply with Applicable Securities Laws, anti-money laundering legislation, sanctions requirements or internal compliance policies.
4. Investor Representations and Warranties
By entering into this Agreement and maintaining an investor account, you represent and warrant that:
(a) you have reached the age of majority in your jurisdiction of residence and have the legal capacity to enter into binding agreements;
(b) all information you provide to Startly is true, accurate and complete;
(c) you will promptly notify Startly if any information previously provided becomes inaccurate or incomplete;
(d) you are opening your account for lawful purposes;
(e) unless disclosed to and accepted by Startly, you are acting for your own account and not on behalf of another person;
(f) you will comply with all applicable securities laws and other applicable laws;
(g) you understand that investments in exempt market securities involve significant risk, including the possible loss of your entire investment; and
(h) you have read, or will read before investing, the applicable offering documents for each investment opportunity.
These representations and warranties continue for as long as your investor account remains open.
5. Know Your Client and Suitability
As a registered exempt market dealer, Startly is required to obtain sufficient information to understand your financial circumstances, investment needs and objectives, investment knowledge, risk tolerance and other information required by Applicable Securities Laws.
You agree to provide complete and accurate information requested by Startly and acknowledge that Startly may rely upon that information when assessing your eligibility to invest and the suitability of a proposed investment.
You further agree to notify Startly promptly of any material change to your personal, financial or investment circumstances that could affect the information previously provided.
Startly may request updated information from time to time in order to satisfy its ongoing regulatory obligations.
Failure to provide requested information may result in delays, restrictions on your account, refusal of a proposed investment transaction or suspension of your investor account.
6. Investor Responsibilities
You agree to:
* maintain accurate and current account information;
* provide information reasonably requested by Startly;
* promptly notify Startly of material changes affecting your account;
* maintain the confidentiality of your Investor Portal credentials;
* review communications delivered through the Investor Portal or by email;
* comply with all applicable laws and regulations; and
* cooperate with Startly in fulfilling its regulatory obligations.
You acknowledge that Startly may rely upon the accuracy of information you provide unless we become aware of information indicating otherwise.
7. Investment Opportunities
Access to investment opportunities is subject to Applicable Securities Laws, Startly’s compliance procedures and the requirements established by each issuer.
The availability of any investment opportunity does not constitute a recommendation to invest.
Each investment opportunity is subject to review under Startly’s client onboarding, Know Your Product and suitability obligations, together with any conditions imposed by the issuer.
Startly may decline to facilitate an investment or refuse to process a subscription where required by law, regulatory guidance or internal compliance policies.
Issuers retain sole discretion regarding acceptance or rejection of subscription agreements unless otherwise specified in the applicable offering documents.
Nothing in this Agreement guarantees that any investment opportunity will be available to you or that any subscription submitted by you will be accepted.
8. Subscription Process
Where you decide to invest in an offering made available through Startly, you will be required to complete the applicable subscription documentation and satisfy any conditions required by the issuer or by Applicable Securities Laws.
A subscription will not become binding until it has been accepted in accordance with the applicable offering documents.
Startly may request additional information or documentation before forwarding or processing any subscription.
You acknowledge that submission of a subscription does not guarantee that securities will be issued or allocated to you.
9. Funding Instructions
Funds for any investment must be delivered in accordance with the payment instructions provided by Startly or the applicable issuer.
You agree that:
(a) all funds will originate from lawful sources;
(b) Startly may require additional information regarding the source of funds where required by Applicable Securities Laws or anti-money laundering legislation;
(c) Startly may delay or refuse to process a subscription pending satisfactory completion of compliance reviews; and
(d) Startly is not responsible for delays arising from financial institutions, payment processors or circumstances beyond its reasonable control.
Where subscription funds are held in trust or escrow pending closing, they will be handled in accordance with the applicable offering documents and applicable law.
10. Electronic Communications and Signatures
You consent to receiving documents, notices, disclosures, agreements, account information, Offering Documents, regulatory disclosures and other communications relating to your relationship with Startly electronically, where permitted by applicable law.
Communications may be delivered through the Investor Portal, by email or by any other electronic method made available by Startly.
You agree to maintain a current email address and to promptly notify Startly of any changes to your contact information.
You acknowledge and agree that any agreement, consent, acknowledgement, instruction, subscription agreement or other document that you execute or accept electronically has the same legal effect and enforceability as if signed with a handwritten signature, to the fullest extent permitted by applicable law.
You may withdraw your consent to electronic communications by providing written notice to Startly. Withdrawal of consent may limit Startly’s ability to provide certain services electronically or through the Investor Portal.
11. Confidentiality of Investment Information
Offering Documents, due diligence materials, financial information, investor presentations and other confidential information provided through the Investor Portal are confidential.
Unless expressly authorized in writing by Startly or the applicable issuer, you agree not to copy, distribute, publish or disclose confidential investment information to any third party.
Confidential information may be used solely for the purpose of evaluating a potential investment or administering your existing investments.
These confidentiality obligations survive the termination of this Agreement.
12. Suspension and Termination of Accounts
Startly may suspend, restrict or terminate your investor account where reasonably necessary to:
* comply with Applicable Securities Laws;
* comply with anti-money laundering or sanctions legislation;
* protect the integrity or security of the Investor Portal;
* investigate suspected fraud or unlawful activity;
* respond to inaccurate, incomplete or misleading information;
* protect confidential information; or
* enforce this Agreement.
You may request closure of your investor account at any time by providing written notice to Startly.
Termination of your investor account does not affect:
* investments already completed;
* obligations arising under completed subscription agreements;
* confidentiality obligations;
* record retention requirements; or
* any rights or obligations that survive termination by their nature.
13. Limitation of Services
Startly provides exempt market dealer services in accordance with Applicable Securities Laws.
Unless expressly agreed in writing, Startly does not:
* provide discretionary portfolio management;
* guarantee the performance of any investment;
* guarantee that any investment opportunity will remain available;
* provide legal, accounting or tax advice; or
* guarantee that any issuer will accept a subscription.
Investment decisions remain your responsibility after considering the applicable Offering Documents and obtaining independent professional advice where appropriate.
14. Limitation of Liability
To the extent permitted by applicable law, Startly, its affiliates, directors, officers, employees and representatives shall not be liable for any indirect, incidental, consequential, special or punitive damages arising from:
* your use of the Investor Portal;
* decisions made by issuers;
* delays in processing transactions beyond Startly’s reasonable control;
* interruption of electronic communications;
* market conditions or investment performance; or
* your reliance on inaccurate information provided by you or third parties.
Nothing contained in this Agreement limits any liability that cannot lawfully be excluded or limits any obligations imposed upon Startly under Applicable Securities Laws.
15. Amendments
Startly may amend this Agreement from time to time where reasonably necessary to reflect changes in law, regulation, business operations or the services we provide.
Material amendments will be communicated to you in accordance with the Electronic Communications and Electronic Signature Consent or as otherwise required by applicable law.
Your continued maintenance of an investor account following the effective date of an amendment constitutes acceptance of the revised Agreement.
16. Governing Law
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Subject to any mandatory rights provided by applicable law, the parties submit to the exclusive jurisdiction of the courts of Ontario with respect to any dispute arising from or relating to this Agreement.
17. Entire Agreement
This Agreement, together with the following documents, constitutes the agreement governing your investor account with Startly:
* Website Terms of Use;
* Privacy Policy;
* Relationship Disclosure Information;
* applicable Offering Documents;
* subscription agreements; and
* any additional agreements executed in connection with a particular investment.
Where there is an inconsistency between this Agreement and documentation relating to a specific investment, the investment-specific documentation will prevail to the extent of the inconsistency.
18. Acknowledgement
By opening and maintaining an investor account with Startly, you acknowledge and agree that:
* you have read and understood this Agreement;
* you have reviewed the Relationship Disclosure Information provided by Startly;
* you have reviewed the Website Terms of Use;
* you have reviewed the Privacy Policy;
* the information you have provided to Startly is complete and accurate to the best of your knowledge;
* you understand the risks associated with investing in exempt market securities; and
* you agree to be bound by this Agreement as amended from time to time in accordance with its terms.