Terms of Use
July 10, 2025

These Terms of Use (“Terms”) govern your access to and use of the website located at www.startlycapital.com (the “Website”), including any investor portal, account registration system, online applications, information, content, software, and services made available through the Website.

The Website is owned and operated by Startly Inc. (“Startly”, “we”, “our” or “us”).

By accessing or using the Website, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must discontinue use of the Website.

These Terms apply only to your use of the Website. Any regulated dealer services provided by Startly are governed by separate client agreements, subscription documentation, offering documents, and applicable securities legislation.

1. Definitions

For the purposes of these Terms:

“Applicable Securities Laws” means the securities legislation, regulations, rules, national instruments, blanket orders, policies and regulatory guidance applicable in the jurisdictions in which Startly conducts business.

“Client” means any individual or entity that has entered into a client relationship with Startly pursuant to applicable account documentation.

“Investor Portal” means any secure portion of the Website through which registered users may access investment opportunities, complete onboarding requirements, exchange documents, or communicate with Startly.

“Offering Documents” means any confidential offering memorandum, private placement memorandum, subscription agreement, limited partnership agreement, trust declaration, investor presentation, due diligence materials, financial statements or other documentation relating to a securities offering.

“Website” includes all pages, content, software, applications, functionality, communications and services accessible through www.startlycapital.com.

2. About Startly

Startly operates as a registered exempt market dealer in the jurisdictions in which it is registered.

Additional information regarding Startly’s regulatory registrations is available on the Website and through the applicable Canadian securities regulators.

Startly provides capital raising, exempt market dealer, and related services in accordance with Applicable Securities Laws.

Nothing contained on this Website modifies or expands Startly’s regulatory obligations under Applicable Securities Laws.

3. Purpose of the Website

The Website is intended to provide general information regarding Startly, private capital markets, exempt market investing, investment funds, issuer services, and related educational content.

The Website also provides access to certain secure online services for eligible users, including investor onboarding, document exchange, account management, and communications relating to prospective investments.

Information contained on the Website is provided for general informational purposes only.

Although Startly seeks to maintain accurate and current information, we do not represent or warrant that all information is complete, current, or free from error.

Content may be updated, revised, supplemented, or removed at any time without prior notice.

4. No Offer, Solicitation or Advice

Nothing contained on this Website constitutes:

(a) an offer to sell securities;

(b) a solicitation of an offer to purchase securities;

(c) investment, legal, tax or accounting advice;

(d) a recommendation to purchase, sell or hold any security or investment; or

(e) an advertisement or general solicitation of any securities offering where prohibited by Applicable Securities Laws.

Any offering of securities will be made only by means of the applicable Offering Documents and only to persons who are eligible to invest under Applicable Securities Laws.

Access to the Website or to information relating to a prospective investment does not constitute an invitation to invest, acceptance as a client, acceptance as an investor, or confirmation that any person is eligible to participate in a securities offering.

Participation in any investment opportunity is subject to, among other things:

* completion of Startly’s onboarding procedures;
* satisfaction of know-your-client, know-your-product, suitability, anti-money laundering and other regulatory requirements;
* acceptance by Startly, where applicable; and
* any additional legal, regulatory or compliance requirements determined by Startly or the applicable issuer.

Investment opportunities may not be available in all jurisdictions and may be subject to investor qualification, suitability, regulatory and other restrictions.

5. No Investment, Legal or Tax Advice

Information provided on the Website is educational and informational in nature.

The Website does not provide personalized investment, legal, accounting, tax, financial planning, or other professional advice.

Users should consult their own professional advisers before making any investment or business decision.

No content appearing on the Website should be interpreted as creating any recommendation that a particular investment is appropriate for any individual or entity.

Past performance is not indicative of future results.

Private investments involve significant risks, including the possible loss of an entire investment.

6. No Client Relationship

Accessing or using the Website does not establish:

* a client relationship with Startly;
* a dealer-client relationship;
* a fiduciary relationship;
* a legal advisory relationship; or
* any obligation on the part of Startly to provide services.

A client relationship is established only after completion of Startly’s onboarding procedures, acceptance by Startly, execution of applicable agreements, satisfaction of regulatory requirements, and any additional conditions required by Startly.

Startly reserves the right, in its sole discretion and subject to Applicable Securities Laws, to decline to establish a client relationship with any person.

7. Registration and Regulatory Compliance

Where required by Applicable Securities Laws, Startly conducts Know Your Client (KYC), Know Your Product (KYP), suitability assessments, identity verification, anti-money laundering reviews, sanctions screening, and other compliance procedures.

Completion of an online registration form does not guarantee that an individual will qualify to become a client or be permitted to participate in any investment opportunity.

Startly may request additional information or documentation at any time in order to satisfy its legal and regulatory obligations.

Failure to provide requested information may result in delayed onboarding, suspension of portal access, or refusal of services.

8. Eligibility

The Website is intended for individuals who have reached the age of majority in their jurisdiction of residence and who are legally capable of entering into binding agreements.

By using the Website, you represent and warrant that you satisfy these eligibility requirements.

Access to certain areas of the Website or Investor Portal may be restricted based upon jurisdiction, regulatory requirements, or internal compliance policies.

9. Investor Portal and User Accounts

Certain portions of the Website require account registration.

You agree to provide accurate, current, and complete information during registration and to maintain that information as necessary.

You are responsible for maintaining the confidentiality of your username, password, authentication credentials, and all activity occurring under your account.

You must notify Startly immediately if you believe your account has been compromised or accessed without authorization.

Startly may suspend, restrict, or terminate access to any account where it reasonably believes that:

(a) these Terms have been violated;

(b) fraudulent or unlawful activity has occurred;

(c) regulatory obligations require such action; or

(d) continued access presents security or compliance concerns.

10. Confidentiality of Offering Materials

Offering Documents and investment information made available through the Investor Portal are confidential.

Unless expressly authorized in writing by Startly or the applicable issuer, you agree not to reproduce, distribute, disclose, publish, or otherwise share any Offering Documents or confidential investment information with any third party.

Confidential information may be used solely for the purpose of evaluating a potential investment opportunity.

This confidentiality obligation survives termination of your access to the Website.

11. Intellectual Property

Unless otherwise indicated, the Website and all content made available through it, including text, graphics, logos, trademarks, trade names, software, databases, documents, photographs, videos, audio recordings, designs, layouts and other materials (collectively, the “Content”), are owned by or licensed to Startly and are protected by applicable intellectual property laws.

Subject to these Terms, Startly grants you a limited, revocable, non-exclusive, non-transferable licence to access and use the Website solely for your personal or internal business purposes in connection with evaluating Startly’s services.

Except as expressly permitted by law or with Startly’s prior written consent, you may not:

* reproduce, copy, modify or distribute any Content;
* create derivative works from the Website or its Content;
* sell, license or commercially exploit any portion of the Website;
* remove copyright, trademark or proprietary notices; or
* use Startly’s trademarks or branding in any manner that implies endorsement or affiliation.

All rights not expressly granted are reserved.

12. Acceptable Use

You agree to use the Website only for lawful purposes and in accordance with these Terms.

Without limiting the foregoing, you shall not:

* violate any applicable law or regulation;
* submit false, misleading or incomplete information;
* impersonate another person or entity;
* interfere with the operation or security of the Website;
* introduce viruses, malware or malicious code;
* attempt to gain unauthorized access to any systems or data;
* use automated tools to scrape, harvest or extract Website content without prior written consent;
* reverse engineer, decompile or otherwise attempt to derive the source code of any software forming part of the Website;
* use the Website in any manner that could impair its availability or functionality; or
* use confidential investment information for any improper purpose.

Startly reserves the right to investigate suspected violations and to suspend or terminate access where appropriate.

13. Third-Party Websites and Content

The Website may contain links to third-party websites, applications or resources for your convenience.

Such links do not constitute an endorsement, recommendation or approval by Startly.

Startly has no control over third-party content and assumes no responsibility for the accuracy, availability, privacy practices or security of external websites.

Access to third-party websites is entirely at your own risk.

14. Electronic Communications

By using the Website or communicating with Startly electronically, you consent to receive communications electronically where permitted by law.

Electronic communications may include account notifications, compliance requests, transaction-related communications, regulatory disclosures and other information relating to your use of the Website or Startly’s services.

Nothing in this section limits any statutory rights requiring delivery of documents in another manner.

15. Privacy

Your use of the Website is also governed by Startly’s Privacy Policy, which describes how personal information is collected, used, disclosed and protected.

Where personal information is collected in connection with regulated dealer services, such collection and use will also be subject to Applicable Securities Laws and other applicable privacy legislation.

16. Disclaimer of Warranties

The Website and its Content are provided on an “as is” and “as available” basis.

While Startly endeavours to maintain accurate and reliable information, Startly does not warrant that:

* the Website will always be available or uninterrupted;
* the Website will be free from errors, viruses or other harmful components;
* information on the Website is complete, accurate or current for every purpose; or
* defects will be corrected immediately.

Nothing in these Terms excludes warranties or obligations that cannot lawfully be excluded under applicable law.

17. Limitation of Liability

To the fullest extent permitted by applicable law, Startly, its affiliates, directors, officers, employees and representatives shall not be liable for any indirect, incidental, consequential, special, punitive or exemplary damages arising out of or relating to your access to or use of the Website.

Without limiting the foregoing, Startly shall not be responsible for losses arising from:

* interruption of Website availability;
* unauthorized access to your account resulting from your failure to protect login credentials;
* reliance upon general information contained on the Website;
* technical failures beyond Startly’s reasonable control; or
* actions or omissions of third parties.

Nothing contained in these Terms limits any liability that cannot be excluded under applicable law or limits any obligations imposed upon Startly by Applicable Securities Laws.

18. Indemnification

You agree to indemnify and hold harmless Startly and its affiliates, directors, officers, employees and representatives from any claims, losses, liabilities, damages, costs and expenses, including reasonable legal fees, arising from:

* your breach of these Terms;
* your misuse of the Website;
* your violation of applicable law; or
* your infringement of the rights of another person.

This indemnity survives termination of these Terms.

19. Suspension and Termination

Startly may suspend, restrict or terminate your access to the Website or Investor Portal at any time where reasonably necessary to:

* protect the security or integrity of the Website;
* comply with legal or regulatory obligations;
* investigate suspected misconduct;
* address actual or suspected fraud;
* protect confidential information; or
* enforce these Terms.

Termination of Website access does not affect obligations that by their nature survive termination, including confidentiality, intellectual property, limitation of liability and indemnification provisions.

20. Amendments

Startly may amend these Terms from time to time.

Updated Terms will become effective upon posting to the Website unless another effective date is specified.

Continued use of the Website after revised Terms become effective constitutes acceptance of the amended Terms.

21. Governing Law

These Terms are 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, you irrevocably attorn to the exclusive jurisdiction of the courts of Ontario in respect of any dispute arising out of or relating to these Terms or your use of the Website.

22. Severability

If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be interpreted or modified only to the extent necessary to make it enforceable while preserving its original intent as closely as possible.

23. Entire Agreement

These Terms constitute the entire agreement between you and Startly regarding your use of the Website and supersede any prior understandings relating to such use.

These Terms do not replace or modify any separate agreement governing regulated dealer services, investment transactions or client relationships with Startly.

24. Contact Information

Questions regarding these Terms or the Website may be directed to:

Startly Inc.
5700-100 King Street West, Toronto, Ontario M5X 1C7
Email: info AT startlycapital.com
Telephone: 1-647-426-5125