June 15, 2022
I have read the Terms of Service (the "Terms of Service") and understand that the Terms of Service govern my use of the Site and the Services (as those terms are defined in the Terms of Service). If I am accessing the Site and/or using the Services on behalf of an Issuer (as defined in the Terms of Service), my agreement to this Issuer Agreement will be treated as the agreement of both me as an individual and for Issuer, and all references to "I" or "you" herein shall include Issuer.
I represent and warrant to Startly Inc. (Ontario) ("Startly," "we," "us," or "our") that the information submitted about Issuer is correct and complete. I understand and agree that if any event occurs or circumstance arises that causes the information in Issuer's profile to be untrue or misleading in any material respect, then I must update such information to make it true and correct in all material respects prior to using the Site or any Services to raise capital. I agree that I am fully responsible for the accuracy of any information related to Issuer that I upload, and I am fully responsible for any and all consequences and claims related to any investment that is made in Issuer through the Site in reliance upon such information.
I UNDERSTAND THAT THE OFFER AND SALE OF SECURITIES – INCLUDING, WITHOUT LIMITATION, STOCK, OPTIONS, CONVERTIBLE DEBT, WARRANTS AND OTHER SIMILAR INSTRUMENTS – IS REGULATED BY LAW ("SECURITIES LAWS"), AND THAT IF I USE THE SERVICES AVAILABLE THROUGH THE SITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES I MUST DO SO IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.
I UNDERSTAND THAT STARTLY MAKES NO REPRESENTATION OR WARRANTY THAT TRANSACTIONS CONDUCTED THROUGH THE SITE WILL BE IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS. I ACKNOWLEDGE THAT USE OF THE SERVICES AVAILABLE THROUGH THE SITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES DOES NOT CONSTITUTE COMPLIANCE WITH APPLICABLE SECURITIES LAWS, AND MAY VIOLATE APPLICABLE SECURITIES LAWS IN CERTAIN JURISDICTIONS.
I UNDERSTAND THAT STARTLY INC. IS A "EXEMPT MARKET DEALER" in certain Province(s) BUT IS NOT AN "INVESTMENT DEALER"
IN ADDITION TO, AND NOT IN LIMITATION OF, THE DISCLAIMERS, EXCLUSIONS ON WARRANTIES AND LIMITATIONS ON LIABILITY SET FORTH IN THE TERMS OF SERVICE, I AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, STARTLY SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING FROM OR RELATED TO ANY TRANSACTION IN SECURITIES CONDUCTED THROUGH THE SITE.
In addition to, and not in limitation of, the indemnity set forth in the Terms of Service, I agree to defend Startly Inc., and its subsidiaries, affiliates, licensors and assignees and their respective officers, directors, managers, stockholders, members, agents, partners and employees (the "Startly Indemnitees"), from and against any and all claims, actions, suits, demands or other proceedings brought by or on behalf of any third party, and to indemnify and hold the Startly Indemnitees harmless against any losses, liabilities and other damages (including, but not limited to, reasonable legal fees), in any case arising out of or related to my use of the Site and the Services in connection with any transaction in securities. I understand this defense and indemnification obligation will survive following the termination of my use of the Site and the Services.
I agree that Startly Inc., as the case may be, shall have the right, but not the obligation, to list Issuer on the Site as a customer who uses the Services and in other materials promoting the Services. I further agree that if I use the Site to raise capital for Issuer, Startly Inc. has the right, during and after the term of this Agreement, to list Issuer and details of the transaction on the Site and in other materials promoting the Services.