Investor Agreement | Startly Portal

Investor Agreement
June 15, 2024

PROVISIONS GOVERNING THE USE OF THE SITE BY INVESTORS AND INVESTMENTS IN OFFERINGS

Startly Portal LLC (Wyoming) and Startly Capital LLC (Wyoming), wholly owned subsidiaries of Startly Inc. (Wyoming), operate, this website, www.startlyportal.com (the “Site”), under license from Startly Inc. The Site facilitates and/or promotes securities offerings (the “Offerings”) by new ventures and early stage, start-up companies (“Issuers”). The Offerings are made pursuant to:

a) Regulation Crowdfunding of the Securities Act of 1933 (“Reg Crowdfunding Offerings”), which are facilitated through the portion of the Site operated by Startly Portal LLC (“Startly Portal”); and/or,

b) Regulation A of the Securities Act of 1933 (“Reg A+ Offerings”), which are published through the portion of the Site operated by Startly Capital LLC, which are conducted only by regulated entities that are identified in the offering documentation for the given offering; and/or,

c) Regulation D of the Securities Act of 1933 (“Reg D Offerings”), which are published through the portion of the Site operated by Startly Capital LLC, which are conducted only by regulated entities that are identified in the offering documentation for the given offering; and/or.

Your ability to participate in a particular Offering may depend on your income or net worth and/or your recent participation in certain other Offerings, as described further below. By using this Site, you are agreeing to the terms and conditions of this Investor Agreement, which includes, by reference, the Terms of Service (the “Terms of Service”) and the other agreements listed in Section 1 below (collectively, this “Agreement”), and you are agreeing to the following terms, among others, with respect to your use of the Site as a registered member of the Site (a “Member”).

TERMS OF THIS AGREEMENT

Table of Contents
1. General; Documents Incorporated by Reference into this Agreement
2. Agreements with respect to the Site and all Offerings
3. Agreements with respect to Reg Crowdfunding Offerings
4. Agreements with respect to Reg A+ Offerings 5. Agreements with respect to Reg D Offerings

1. GENERAL; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT

This Agreement between you and Startly sets forth the terms and conditions for your access to the Site and your use of the information, features, products, services and tools on the Site (the “Services”). If you participate in a Reg Crowdfunding Offering, this Agreement is between you and Startly Portal LLC. If you participate in a Reg A+ or Reg D Offering, this Agreement is between you and Startly Capital LLC. For ease of reference, when Startly Portal LLC and Startly Capital LLC are referred to together in this Agreement, they are referred to as “Startly,” “we,” or “us.”

This Agreement incorporates by reference the Terms of Service. You represent that you have read the Terms of Service and agree that the Terms of Service govern your use of the Site and the Services (as those terms are defined in the Terms of Service). Capitalized terms used in this Agreement that are not otherwise defined herein have the meaning given to them in the Terms of Service.

This Agreement should be read carefully before using any Services or continuing to access the Site. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree and consent to, and you agree to be bound by, the Terms of Service, this Agreement, the Privacy Policy, and all other operating agreements, rules, policies and procedures that may be published by Startly from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Startly from time to time without notice to you.

Your use of the Site is governed by the version of this Agreement in effect on the date of use. We may modify these terms and conditions at any time and without prior notice, and you agree to be bound by this Agreement as so modified. It is your responsibility to visit the link accessible on the Site home page periodically to review the most current terms and conditions of this Agreement for changes. You acknowledge that by accessing the Site after we have made changes to this Agreement, you are agreeing to the terms and conditions of this Agreement as modified.

The terms and provisions of the following agreements and other documents are incorporated into this Agreement by reference:

a) The Site’s Terms of Service;

b) The information on the Site about the particular Issuer (such information, the “Issuer Information”);

c) The disclosure statement, which sets forth general information about venture investments made through the Startly Site;

d) The Indication of Interest and/or Subscription Agreement (together, the “Subscription Agreement”) or Investment Contract, as applicable, submitted by you with respect to a particular Offering (if applicable);

e) The terms of each Offering (the “Offering Terms”) in which you invest, as provided to you and set forth in the applicable documents;

f) For a Reg Crowdfunding Offering, this will include: (i) the Issuer’s Form C; and (ii) the Issuer’s Site profile;

g) For a Reg A+ Offering, this will include the Issuer’s offering circular (the “Offering Circular”);

h) Any other information provided to you with respect to an Offering or the Site via the Site.

You should carefully read each of the above documents before subscribing to an Offering. You alone are responsible for ensuring that you are aware of all of the terms of this Agreement and your rights and responsibilities under it. You may have additional agreements with Startly, and you are responsible for understanding the content of those agreements.

2. AGREEMENTS WITH RESPECT TO THE SITE AND ALL OFFERINGS

2.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that Startly is not responsible for any content on the Site provided by any third parties, including Issuers, and any service providers or other third parties, or any content provided to you in connection with your use of the Site even if that information is distributed to you on behalf of a third party by Startly, and is not liable for any type of loss or damage associated with your use of the Site.

You acknowledge that nothing on the Site constitutes a recommendation to buy securities or any other type of investment advice to you by Startly, and any investment risk is solely your own. You are not a client of Startly or any of their affiliates.

You acknowledge that Startly do not independently verify information regarding Issuers (although Startly Portal LLC does conduct some diligence on information provided by Issuers as required by Regulation Crowdfunding) or endorse any Issuer for direct or indirect investment, and that information on the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You agree to abide by this and other agreements between you and Startly and service providers that govern or relate to your use of the Site or the services available on the Site.

You understand that the Site offers different types of Offerings for investment, each of which operate under different regulatory regimes and requirements, and that each type of Offerings may have its own unique risks and levels of regulatory involvement.

You acknowledge that you have been provided access to additional sources of information regarding your investment in the Issuer, including the information that is incorporated into this Agreement by reference, such as the Issuer Information, the Subscription Agreement, the Offering Terms, and the Disclosure Statement.

2.2 CONFLICTS OF INTEREST ASSOCIATED WITH ALL OFFERINGS

2.2.1 General
The Site includes Offerings facilitated by Startly. Each of these parties has divergent interests and duties or responsibilities with respect to Members that invest in the Offerings they sponsor. Startly share members, managers, officers and/or employees that may perform services for various Offerings simultaneously. Each of these persons may take actions in the performance of their duties to their other clients that could differ from the timing and nature of action taken with respect to you or an Issuer in which you invest.

2.2.2 Members in Different Offerings May Invest in the Same Issuer
An Issuer may engage in an offering on the Site (a “Fundraising”) with respect to Reg Crowdfunding Offerings and Reg A+ Offerings at the same time or over time.

2.2.3 Different Fee Structures Associated with Different Offerings
Startly Portal LLC and Startly Capital LLC will devote the time reasonably required to facilitate their respective Offerings. However, because each charge different fees with respect to their respective Offerings/services, and they each share officers and employees, this may create an incentive for their shared employees to favor and spend more time and effort with respect to Offerings that may result in higher fees.

2.3 RISKS GENERALLY ASSOCIATED WITH ALL OFFERINGS
You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests through an Offering. You should also carefully consider the following risks prior to investing through an Offering:

2.3.1 Significant Risk of Loss; Not a Complete Investment Program
An investment in an Issuer involves significant risks, only some of which are described in this Agreement, and is suitable only for investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who otherwise meet the conditions for eligibility set forth in this Agreement. A direct or indirect investment in an Issuer is not intended as a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

2.3.2 Issuers Are Early-Stage Venture Companies with High Risk of Failure
Issuers are early-stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money and fail at a particularly high rate. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

2.3.3 Lack of Operational Record
Each Issuer may have limited or no operational record.

2.3.4 Limitation on Liability; Indemnification
This Agreement, including the Terms of Service and the Subscription Agreement, limit the liability of Startly, and provide for indemnification in certain circumstances.

2.4 PRIVACY

Startly maintains a Privacy Policy, which is available on the Site and incorporated into this Agreement.

2.5 USE OF NAME

You consent to the disclosure by Startly of your name (or, if you are acting on behalf of a company or entity, the name of such entity) on the Site. Without limiting such consent, or any other lawful use of your name by Startly, you specifically consent to disclosure by Startly to potential investors in a Fundraising that you have submitted a Subscription Agreement with respect to that Fundraising, and to disclosure by Startly to any Issuer or Member, or combination of Issuers or Members, that you have invested in one or more Issuers through the Site, and the number of such investments. You may withdraw this consent at any time by contacting Startly.

2.6 ELECTRONIC COMMUNICATIONS

Startly requires that you consent to delivery of all communications via electronic communications. Please see the Electronic Consent that is available on the Site and incorporated into this Agreement.

3 AGREEMENTS WITH RESPECT TO REG CROWDFUNDING OFFERINGS

3.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that, while Startly Portal LLC will verify such information to the extent such verification is required under applicable law, it may rely on the truthfulness of your representations regarding your income, net worth, and/or your prior participation in Reg Crowdfunding Offerings in the prior 12 months when determining whether to permit you to participate in a particular Reg Crowdfunding Offering.

You acknowledge that you are limited in the amount you may invest in offerings under Regulation Crowdfunding over any 12-month period and that, even though Startly Portal LLC will ask you about these investment amounts and store data regarding such amounts on the Site, you alone are responsible for complying with all investment limitations applicable to all such Offerings, both through the Site and not through the Site;

You understand that any investment you make in a Reg Crowdfunding Offering on the Site will be in a security of the particular Issuer (“Issuer Securities”), and that neither Startly Portal LLC nor any of its affiliates will be involved in the setting of the Offering Terms or the management of the Issuer.

You represent that you have or you will review the educational materials provided to you on the Startly Portal LLC portion of the Site prior to making each investment in a Reg Crowdfunding Offering.

3.2 INVESTOR REPRESENTATIONS

You represent and warrant to Startly Portal LLC that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by Startly Portal LLC in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in an Issuer. You agree that if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect (including with respect to other investments made by you under Regulation Crowdfunding in the prior 12 months), then prior to investing in Issuers through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Issuers listed on the Site. You acknowledge that Issuers in which you invest may rely, and that Startly Portal LLC, Issuers, and their principals, affiliates, and other parties may rely, on the information you have provided to Startly Portal LLC in your Investor Certification to determine if you are eligible to invest in Issuers. You represent that you have read and understand the risks contained in the Issuer Information.

3.3 CHOOSING AND MAKING INVESTMENTS

3.3.1 Services of Startly Portal LLC with Respect to Reg Crowdfunding Offerings

Startly Portal LLC operates the portions of the Site that present Reg Crowdfunding Offerings by Issuers. Members are not clients of Startly Portal LLC. Although Startly Portal LLC evaluates potential Issuers and determines which Issuers will be able to engage in Reg Crowdfunding Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Issuer or a recommendation that Members invest in any particular Issuer, and does not establish an advisory relationship between you and Startly Portal LLC.

For all Issuers listed on the Site, Startly Portal LLC performs a limited review of the information provided by each Issuer to determine whether it is appropriate for inclusion on the Site (including, among other things, to determine whether Startly Portal LLC has a reasonable basis for believing that the Issuer complies with Regulation Crowdfunding). The information reviewed includes all information in the Issuer’s profile and in its Form C. This review is not intended to verify any information provided by the Issuers regarding their operations, assess the likelihood that an Issuer will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither Startly Portal LLC nor its affiliates performs any separate due diligence on the Issuers. Some of the Issuers listed on the Startly Portal LLC Site may have been considered for, but not listed by a third-party funding portal.

You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Startly Portal LLC.

You also acknowledge that none of Startly Portal LLC or any of its affiliates advises Members on the merits of a particular investment or transaction or provides legal or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Startly Portal LLC or its affiliates to buy or sell any securities or other financial instruments.

Startly Portal LLC and its affiliates do not provide any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

3.3.2 Investments in Reg Crowdfunding Offerings through Issuer Securities In Reg Crowdfunding Offerings, Startly Portal LLC provides Issuers an opportunity to raise funds by allowing Members to invest directly in Issuers seeking capital from both accredited and non-accredited investors. Issuers seeking to raise money through Regulation Crowdfunding are limited to raising a maximum of $5 million through Reg Crowdfunding Offerings in a single 12 month period and are subject to certain investment limitations for all investors, as described below in Section 3.3.8 – “Investor Eligibility Requirements.”

Members participating in Reg Crowdfunding Offerings will invest in Issuer Securities, which will be debt, equity or hybrid securities issued by the Issuer. The terms of the Issuer Securities purchased in Reg Crowdfunding Offerings will vary depending on the type of security offered by an Issuer. Investors should carefully consider the terms of the Issuer Securities in which they invest and read the educational materials available on the Site about each type of security.

The terms of your investment in the Issuer will be set forth in the Issuer Information and will be governed by the investment contract between you and the Issuer. The Issuer may reject your investment for any reason or for no reason in its discretion.

Once you complete and submit an investment contract, you will be asked to transfer funds from your bank or other type of account into a bank account maintained by a bank for the benefit of the Issuer and other Issuers raising funds through Startly Portal LLC. You agree to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Issuer may not be processed. To the extent the number of investors in an Issuer is capped by the Issuer, Investors who have submitted investment contracts and transferred the required funds will be given preference over those who have only submitted an investment contract. If your investment is rejected, your funds will be returned to you without interest.

Your investment in Issuer Securities may only be processed if a predetermined Funding Target is reached in a particular Reg Crowdfunding Offering by the deadline set forth in the Issuer Information (“Target Deadline”) provided on the Site. Funds designated for investment in an Issuer will not be invested in the Issuer until and unless the Funding Target is reached by the Target Deadline. If the Funding Target is not reached by the Target Deadline, your funds will be returned to you without interest within 7 days of the termination of the Fundraising. If the Funding Target is reached prior to the Target Deadline and the Issuer desires to move the Target Deadline up, Startly Portal LLC will provide you with at least five business days’ notice of such change. Otherwise, Startly Portal LLC will close the Fundraising at the time of the Target Deadline if the Funding Target has been reached. An Issuer may also decide to accept investments that exceed the Funding Target. In this case, the Issuer will provide investors with information regarding the Maximum Amount that will be accepted and the manner of allocating excess subscriptions. You will receive notice from Startly Portal LLC when an Issuer for which you have submitted an investment contract has closed, and whether your investment in the Issuer will be processed.

You may revoke your investment in an Issuer during the Fundraising by providing notice to Startly Portal LLC as provided on the Site. You may also revoke your investment at any time up until 48 hours before the Target Deadline. After that, your investment in the Issuer can be processed. None of Startly Portal LLC or any of its affiliates will take physical custody of your funds.

You acknowledge that, in Reg Crowdfunding Offerings, if the Funding Target is not reached, your funds will be returned to you without interest, within 7 days of the termination of the Fundraising.

3.3.3 Limitation on Subscriptions
You acknowledge that no Issuer for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on the investment page of the Site and/or in the investment contract may be accepted, or your investment may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Issuer.

3.3.4 Aggregate Subscriptions
With respect to any Regulation Crowdfunding Offerings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in any 12 month period under Reg Crowdfunding, as discussed further below in Section 3.3.8.

3.3.5 Limitation of Liability and Indemnification
The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of Startly Portal LLC and its affiliates and provide for indemnification in certain circumstances. You acknowledge that Startly Portal LLC, its affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by an Issuer or other third party or developed in reliance on information provided by an Issuer. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Startly Portal LLC or its affiliates (or members, managers, or employees). You acknowledge that the information regarding Issuers presented on the Site is provided by the Issuers and not by Startly Portal LLC or its affiliates. You acknowledge that none of Startly Portal LLC or its affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by an Issuer or otherwise undertakes any due diligence with respect to an Issuer and shall not be liable with respect to the past, present, or future performance or non-performance by an Issuer of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

3.3.6 Fees Charged in Respect of Reg Crowdfunding Offerings
Startly Portal LLC will charge a fee to each Member who invests in a Reg Crowdfunding Offerings, which will be a percentage of the amount the Member invested at the time each Reg Crowdfunding Offering closes.

3.3.7 Subscribing for Issuer Securities
The Issuer Securities offered to Members in Reg Crowdfunding Offerings will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction. Issuers will generally set a minimum subscription amount for investment for each Fundraising.

3.3.8 Investor Eligibility Requirements
In accordance with Regulation Crowdfunding’s requirements, you are not permitted to invest more than a certain amount in offerings made under Regulation Crowdfunding (including those not made through the Site) during any single 12 month period, which amount is determined based on your own financial circumstances. In particular, if your annual income or net worth is less than $124,000, you may only invest a maximum amount equal to the greater of $2,500 or 5 percent of the lesser of your annual income or your net worth. If both your annual income and net worth are equal to more than $124,000, you may only invest a maximum amount equal to 10 percent of the lesser of your annual income or net worth, but you may not invest more than $124,000 through all Regulation Crowdfunding offerings. These limits are adjusted periodically by the SEC, based on inflation.

Further, you understand and agree that Startly Portal LLC is permitted under Regulation Crowdfunding to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Reg Crowdfunding Offering.

3.4 RISKS ASSOCIATED WITH REG CROWDFUNDING OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability, and appropriateness of purchasing interests in an Issuer. You should also carefully consider the following risks prior to investing in an Issuer.

3.4.1 General
An investment in an Issuer involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in an Issuer is not intended as a complete investment program. Issuers are early-stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. After a liquidation event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

3.4.2 No Guarantee of Investment Returns
None of Startly Portal LLC or its affiliates guarantees the future performance or financial results of any Issuer, and an investment in an Issuer may result in a gain or loss upon termination or liquidation of your investment.

3.4.3 Restrictions on Resale or Transfer
The Issuer Securities are issued in a transaction exempt from registration under the 1933 Act and are not registered thereunder or any other law of the United States, or under the securities laws of any state or other jurisdiction. Issuer Securities purchased through the Site in Reg Crowdfunding Offerings cannot be resold, pledged, assigned or otherwise disposed of during the one-year period starting with the date of purchase, unless they are transferred: (1) to the Issuer itself; (2) to an “accredited investor” (as defined in as defined in Regulation D under the 1933 Act); (3) in connection with a registered offering of the Issuer Securities with the SEC; (4) to a family member of the Member, or to a trust of the Member or one of its family members; or (5) in connection with the Member’s death or divorce.

However, even if you are able to sell or transfer your Issuer Securities, there is a limited market for the sale of an Issuer Securities, and there is no guarantee that a market will develop in the future for the Issuer Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in an Issuer.

3.4.4 No Control Over Management of the Issuers
You will not have any right to manage, influence or control the management or operations of Issuers. In particular, you will not have, or will have only limited, voting rights associated with your Issuer Securities, but in any event will not have voting powers to direct the management decisions of the Issuer. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Issuer investment depends on the ability and success of the management of the Issuer, in addition to economic and market factors.

3.4.5 No Control Over Issuer Future Valuation
Valuations may fluctuate considerably and the price paid for Issuer Securities by you may bear limited or no relationship to future valuations of the Issuer’s securities in any market that may develop for such securities, whether private or public.

3.4.6 Limited Information About Issuers
Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Issuer. You should read and understand the risk factors contained in the Issuer Information, including the Form C, before investing in Issuer Securities. Each Issuer is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Issuer Securities.

3.4.7 No Assurance of Profit
An investment in Issuer Securities may not generate profits for you. A return on investment will depend upon successful liquidity of an Issuer’s securities and thus, the ultimate value of any investment depends upon factors beyond your or Startly Portal LLC’s control. You will typically not receive returns, if any, until a liquidation event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.

3.4.8 Direct Investment in Issuers in Reg Crowdfunding Offerings
In Reg Crowdfunding Offerings, Members will invest directly in the securities of Issuers. The Issuer will not be managed by Startly Portal LLC or any of its affiliates in any respect. The terms of any investment in an Issuer effected through a Reg Crowdfunding Offering will be set by the Issuer, and to the extent any negotiation occurs, it will be solely between a Member and the Issuer.

3.4.9 Lack of Regulatory Oversight of Reg Crowdfunding Offerings and Offering Materials
Startly Portal LLC is registered as a funding portal with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”). As such, Startly Portal LLC must submit certain information and materials to FINRA and the SEC and are subject to examination by FINRA and the SEC. In addition, Issuers must file with the SEC a disclosure document called a Form C and updates and amendments to the Form C. However, the funding portal regulatory regime and the Form C are not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.

3.4.10 Review of Reg Crowdfunding Offering Documents by SEC and Startly Portal LLC - No Indicator of Likely Success of Issuer or Guarantee of Investment Returns
Under Regulation Crowdfunding, an Issuer must file a Form C disclosure document with the SEC and provide the disclosure to prospective investors. As noted above, Startly Portal LLC will perform a limited review of Issuers, including the information proposed to be provided to the SEC and potential investors, to determine whether to permit an Issuer to engage in Reg Crowdfunding Offerings on the Site. However, neither the SEC nor Startly Portal LLC will be reviewing any Issuer’s Form C or other offering materials with the view to determine the likelihood of success of the Issuer’s business strategy or the likelihood that it will generate investment returns. Further, the review of an Issuer’s Form C by the SEC under Regulation Crowdfunding does not indicate the SEC’s endorsement of such Issuer or its view with regard to the likely financial performance of the Issuer or the advisability of investing in such Issuer and is not a guarantee of investment returns.

3.4.11 An Investment in an Issuer Does Not Offer a Complete Investment Program
An investment in an Issuer is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

3.4.12 Possibility of Phantom Income
It is possible that your investment will result in “phantom income,” which could require you to pay taxes on your investment even though the Issuer does not distribute any income (or does not distribute sufficient income to pay the taxes).

3.4.13 Other Specific Risks Associated with Investing in a Particular Issuer May Not Be Disclosed by the Issuer.
Each Issuer will disclose in the Issuer Information the particular risks associated with an investment in the Issuer. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING ISSUER SECURITIES.

3.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG CROWDFUNDING OFFERINGS

Startly Portal LLC will facilitate Reg Crowdfunding Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Startly. Each of Startly Portal LLC, Startly Capital LLC and Startly Inc. are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of

Startly Portal LLC and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in an Issuer.

4. AGREEMENTS WITH RESPECT TO REG A+ OFFERINGS

4.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that, while Startly Capital LLC and its affiliates will verify such information to the extent such verification is required under applicable law, they may rely on the truthfulness of your representations regarding your income and net worth when determining whether to permit you to participate in a particular Reg A+ Offering.

You understand that any investment you make in a Reg A+ Offering on the Site will be made directly in Issuer Securities, and that neither Startly Capital LLC nor any of its affiliates, including Startly Portal LLC and Startly Inc., will be involved in the setting of the Offering Terms or the management of the Issuer.

4.2 INVESTOR REPRESENTATIONS

You represent and warrant to Startly Capital LLC that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by Startly Capital LLC and its affiliates in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in an Issuer. You agree if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect, then prior to investing in Issuers through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Issuers listed on the Site. You acknowledge that Issuers in which you invest may rely, and that Startly Capital LLC, Issuers, and their principals, affiliates, and other parties may rely, on the information you have provided to Startly Capital LLC in your Investor Certification to determine if you are eligible to invest in Issuers. You represent that you have read and understand the risks contained in the Issuer Information.

4.3 CHOOSING AND MAKING INVESTMENTS

4.3.1 Services of Startly Capital LLC with Respect to Reg A+ Offerings Startly Capital LLC operates the portions of the Site that present Reg A+ Offerings by Issuers. Members are not clients of Startly Capital LLC. Although Startly Capital LLC evaluates potential Issuers and determines which Issuers will be able to promote a Reg A+ Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Issuer or a recommendation that Members invest in any particular Issuer, and does not establish an advisory relationship between you and Startly Capital LLC or any of its affiliates.

For all Issuers available for investment through Reg A+ Offerings, Startly Capital LLC performs a limited review of the information provided by each Issuer to determine whether it is appropriate for inclusion on the Site. The information reviewed includes information regarding an Issuer’s business plan, its current and anticipated resources, and, on a high level, its Offering Circular. This review is not intended to verify any information provided by the Issuers regarding their operations, assess the likelihood that an Issuer will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Startly Capital LLC does not perform any separate due diligence on the Issuers, and the Issuers are solely responsible with providing Members, in the Issuer Information, with all material information regarding the Issuer and to update the Issuer Information with respect to any material changes to the information contained therein.

You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Startly Capital LLC.

You also acknowledge that none of Startly Capital LLC or its affiliates advises Members on the merits of a particular investment or transaction or provide legal or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Startly Capital LLC or its affiliates to buy or sell any securities or other financial instruments. Startly Capital LLC does not provide any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

Startly Capital LLC is neither a registered funding portal nor broker-dealer with the SEC and is not a member of FINRA.

4.3.2 Investments in Reg A+ Offerings through Issuer Securities In Reg A+ Offerings, Startly Capital LLC provides Issuers an opportunity to promote their Offering by allowing Members to invest directly in Issuers seeking capital from both accredited and non-accredited investors. Issuers seeking to raise money through Reg A+ will either choose to engage in a “Tier 1 Reg A+ Offering” or a “Tier 2 Reg A+ Offering.” Issuers engaging in Tier 1 Reg A+ Offerings are limited to raising a maximum of $20 million through Reg A+ Offerings in a single 12 month period. Issuers engaging in Tier 2 Reg A+ Offerings are limited to raising a maximum of $75 million through Reg A+ Offerings in a single 12 month period, and are subject to certain investment limitations for non-accredited investors, as described below in section 4.3.8 – “Investor Eligibility Requirements.” Issuers engaging in Reg A+ Offerings must have their Offering Circular (which will be included in the Issuer Information) qualified by the SEC prior to closing an Issuer Securities offering.

Members participating in Reg A+ Offerings will invest in Issuer Securities. While Issuer Securities purchased in Reg A+ Offerings may earn a set interest rate, they are not expected to have any required regular payment obligations by the Issuer or any specified maturity date.

Members are expected to achieve a return on their investment (if any) upon conversion of the Issuer Securities to another type of instrument during a liquidation event, at which time Members will receive funds (if applicable) in exchange for their Issuer Securities.

Other than requiring that Issuers engaged in Reg A+ Offerings use this basic structure, the terms of Members’ investment in Issuers will generally not be negotiable. The terms of your investment in the Issuer will be set forth in the Issuer Information and will be governed by the investment contract between you and the Issuer, pursuant to which you will make certain representations to the Issuer. Startly Capital LLC or the Issuer may reject your investment for any reason or for no reason in its discretion.

Once you complete and submit an investment contract, you will be asked to transfer funds from your bank account into a bank account maintained either by the Issuer itself or by a third-party service provider. You agree to comply with the terms of the investment contact and to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Issuer may not be processed. If your investment is rejected, your funds will be returned to you without interest.

It is possible that your investment in Issuer Securities may only be processed if a predetermined Funding Target is reached in a particular Reg A+ Offering, either in the aggregate or through the Site, during the Fundraising. The Funding Target (if any) will be established by agreement between Startly Capital LLC and the Issuer raising funds on the Site. In such cases, funds designated for investment in an Issuer will not be invested in the Issuer until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest within 7 days of the termination of the Fundraising. Startly Capital LLC may close the Fundraising at any time after the Funding Target has been reached, and may consult with the Issuer to determine whether, and for how long, the Fundraising will remain open. Startly Capital LLC may also enter into an agreement with an Issuer to close a Fundraising once a Maximum Amount has been raised in the Fundraising, either through the Site or in the aggregate, including investments not presented on the Site, or after the Fundraising has been open for a predetermined period of time. If the value of the funds raised from Members in a Fundraising exceeds the Maximum Amount, the amounts in excess of the Maximum Amount will be returned to investors without interest in a manner determined by Startly Capital LLC and/or the Issuer in its sole discretion. You will receive notice from Startly Capital LLC when an Issuer for which you have submitted an investment contract has closed, and whether your investment in the Issuer will be processed. After issuance of the notice and prior to the closing, you will be required to confirm the information in your investment contract. Upon closing, each investor who becomes an investor in an Issuer will be deemed to have again entered into the investment contract, including (without limitation) to have agreed to each representation therein.

You may revoke your subscription for Issuer Securities during the Fundraising by providing notice to Startly Capital LLC as provided on the Site. You may also revoke your subscription for Issuer Securities for an additional 48 hours after receiving notice that a Fundraising has closed. 48 hours after you have received notice that a Fundraising has closed, or at any time thereafter, at the discretion of Startly Capital LLC or the Issuer, your investment in the Issuer will be processed. Neither Startly Capital LLC nor any affiliate will take physical custody of your funds.

You acknowledge that, in Reg A+ Offerings that have required Funding Targets, if the Funding Target is not reached, your funds will be returned to you without interest, within 7 days of the termination of the Fundraising.

4.3.3 Limitation on Subscriptions You acknowledge that no Issuer for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on your investment contract may be accepted, or your subscription may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Issuer.

4.3.4 Aggregate Subscriptions With respect to any Tier 2 Reg A+ Offerings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in a single Reg A+ Offering under Regulation A, as discussed further below in Section 4.3.8.

4.3.5 Limitation of Liability and Indemnification The Terms of Service, this Agreement, and the investment contract limit the liability of Startly Capital LLC and/or its affiliates, and provide for indemnification in certain circumstances. You acknowledge that Startly Capital LLC, and any of its affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by an Issuer or developed in reliance on information provided by an Issuer. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Startly Capital LLC or an affiliate (or member, manager, or employee) thereof. You acknowledge that the information regarding Issuers presented on the Site is provided by the Issuers and not by Startly Capital LLC or any of its affiliates. You acknowledge that none of Startly Capital LLC, its affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by an Issuer or otherwise undertakes any due diligence with respect to an Issuer and shall not be liable with respect to the past, present, or future performance or non-performance by an Issuer of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

4.3.6 Fees Charged in Respect of Reg A+ Offerings Startly Capital LLC will not charge a fee to Members who invest in a Reg A+ Offerings. It is possible that each Issuer that participates in a Reg A+ Offering may charge fees to Members, and such fees will be disclosed in that the Issuer Information provided on the Site. Startly Capital LLC may require Issuers that engage in Reg A+ Offerings to reimburse Startly Capital LLC for costs associated with an offering.

4.3.7 Subscribing for Issuer Securities Issuers will generally set a minimum subscription amount for investment for each Fundraising.

4.3.8 Investor Eligibility Requirements In accordance with Regulation A’s requirements, if you are not an “accredited investor,” you are not able to invest more than either 10 percent of your annual income or 10 percent of your net worth, depending on which amount is greater, in a Tier 2 Reg A+ Offering. You acknowledge and understand that Startly Capital LLC and its affiliates are permitted under Regulation A to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Tier 2 Reg A+ Offering. Any investor can invest any amount in a Tier 1 Reg A+ Offering.

4.4 RISKS ASSOCIATED WITH REG A+ OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in an Issuer. You should also carefully consider the following risks prior to investing in an Issuer:

4.4.1 General An investment in an Issuer involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in an Issuer is not intended as a complete investment program. There can be no assurance that the investment objective of any Issuer will be met. Issuers are early-stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. After a liquidation event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

4.4.2 No Guarantee of Investment Returns None of Startly Capital LLC or any of its affiliates guarantees the future performance or financial results of any Issuer, and an investment in an Issuer may result in a gain or loss upon termination or liquidation of your investment.

4.4.3 Restrictions on Resale or Transfer Securities sold in Reg A+ Offerings are not “restricted securities” under the Securities Act, and are freely tradeable, subject to certain restrictions:

With respect to an Issuer’s initial Reg A+ Offering (whether or not it was presented on the Site), and any additional Reg A+ Offerings of such Issuer during the first 12 months thereafter, the aggregate sales by holders of Issuer Securities (including affiliates of the Issuer) in respect of any Reg A+ Offering of such Issuer may not exceed 30 percent of the aggregate offering price of the particular Reg A+ Offering.

After the expiration of the 12 month period referred to above, affiliates of such Issuer (but not other selling Issuer Security holders) will be limited to selling no more than $6 million over any 12-month period in respect of a Tier 1 Reg A+ Offering and no more than $15 million over any 12-month period in respect of a Tier 2 Reg A+ Offering.

These restrictions may limit your ability to liquidate Issuer Securities. Therefore, if you require liquidity in your investment, you should not invest in Issuer Securities.

4.4.5 No Control Over Management of the Issuers
You will not have any right to manage, influence or control the management or operations of Issuers. In particular, you will not have, or will have only limited, voting rights associated with your Issuer Securities, but in any event will not have voting powers to direct the management decisions of the Issuer. You must refer to the discussion of voting in the applicable Offering Circular. The success of any Issuer investment depends on the ability and success of the management of the Issuer, in addition to economic and market factors.

4.4.6 No Control Over Issuer Future Valuation
Valuations may fluctuate considerably and the price paid for Issuer Securities by you may bear limited or no relationship to future valuations of the Issuer’s securities in any market that may develop for such securities, whether private or public.

4.4.7 Limited Information About Issuers
Due to the nature of Issuers, there may be limited information—financial, operating or otherwise—regarding each Issuer. You should read and understand the risk factors contained in the Issuer Information, including the Offering Circular, before investing in Issuer Securities. Each Issuer is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Issuer Securities.

4.4.8 No Assurance of Profit.
An investment in Issuer Securities may not generate profits for you. You must bear the economic risk of an investment for an indefinite period of time if you are not able to sell your Securities.

4.4.9 Lack of Involvement of Startly Capital LLC in Reg A+ Offerings
In Reg A+ Offerings, Members will invest directly in the securities of Issuers. The Issuer will not be managed by Startly Capital LLC or any of its affiliates in any respect. The terms of any investment in an Issuer effected through a Reg A+ Offering will be set by the Issuer, and to the extent any negotiation occurs, it will be solely between a Member and the Issuer. Once an investment in an Issuer through a Reg A+ Offering is closed, Startly Capital LLC’s involvement will terminate, and the relationship will exist solely between the Members and the Issuer.

4.4.10 Lack of Regulatory Oversight of Reg A+ Offerings and Offering Materials
Issuers must file their Offering Circulars with the SEC, which must be qualified by the SEC before Issuers may close on their Reg A+ Offering. However, the regulatory regime surrounding Regulation A is not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.

4.4.11 Review of Reg A+ Offering Documents by Startly Capital LLC and Qualification by the SEC
No Indicator of Likely Success of Issuer or Guarantee of Investment Returns Under Regulation A, certain offering materials are required to be submitted to, and qualified by, the SEC and provided to prospective investors, including the Offering Circular. As noted above, Startly Capital LLC will perform a limited review of Issuers, including the information proposed to be provided to potential investors, to determine whether to permit an Issuer to engage in Reg A+ Offerings on the Site. However, neither the SEC nor Startly Capital LLC will be reviewing any Issuer’s Offering Circular or other offering materials with the view to determine the likelihood of success of the Issuer’s business strategy or the likelihood that it will generate investment returns. Further, the review and approval of an Issuer’s Offering Circular by the SEC under Regulation A does not indicate the SEC’s endorsement of such Issuer or its view with regard to the likely financial performance of the Issuer or the advisability of investing in such Issuer, and is not a guarantee of investment returns.

4.4.12 An Investment in an Issuer Does Not Offer a Complete Investment Program
An investment in an Issuer is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

4.4.12 Possibility of Phantom Income
It is possible that your investment will result in “phantom income,” which could require you to pay taxes on your investment even though the Issuer does not distribute any income (or does not distribute sufficient income to pay the taxes).

4.4.13 Other Specific Risks Associated with Investing in a Particular Issuer May Not Be Disclosed by the Issuer.
Because investors in Reg A+ Offerings invest directly in an Issuer, the terms of the investment and other specific information about the Issuer will be disclosed to you only by the Issuer in the Issuer Information, including in the Offering Circular. The Issuer will disclose in the Offering Circular and other documents included in the Issuer Information the particular risks associated with an investment in the Issuer, but Startly Capital LLC does not review the Offering Circular or the Issuer Information to ensure that any or all risks associated with the Issuer’s particular management or terms of the offering are disclosed. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING ISSUER SECURITIES.

4.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG A+ OFFERINGS

Generally, Startly Capital LLC will present on the Site the Reg A+ Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Startly and Startly Portal LLC. Each of Startly Inc., Startly Capital LLC and Startly Portal LLC are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Startly Capital LLC and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in an Issuer.

5. AGREEMENTS WITH RESPECT TO REG D OFFERINGS

5.1 GENERAL ACKNOWLEDGMENTS

You understand that any investment you make in a Reg D Offering on the Site will be made directly in Issuer Securities, and that neither Startly Capital LLC nor any of its affiliates, including Startly Portal LLC and Startly Inc., will be involved in the setting of the Offering Terms or the management of the Issuer.

5.2 INVESTOR REPRESENTATIONS

5.3 CHOOSING AND MAKING INVESTMENTS

5.3.1 Services of Startly Capital LLC with Respect to Reg D Offerings Startly Capital LLC operates the portions of the Site that present Reg D Offerings by Issuers. Members are not clients of Startly Capital LLC. Although Startly Capital LLC evaluates potential Issuers and determines which Issuers will be able to promote a Reg D Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Issuer or a recommendation that Members invest in any particular Issuer, and does not establish an advisory relationship between you and Startly Capital LLC or any of its affiliates.

For all Issuers available for investment through Reg D Offerings, Startly Capital LLC performs a limited review of the information provided by each Issuer to determine whether it is appropriate for inclusion on the Site. The information reviewed includes information regarding an Issuer’s, business plan, its current and anticipated resources. This review is not intended to verify any information provided by the Issuers regarding their operations, assess the likelihood that an Issuer will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Startly Capital LLC does not perform any separate due diligence on the Issuers, and the Issuers are solely responsible with providing Members, in the Issuer Information, with all material information regarding the Issuer and to update the Issuer Information with respect to any material changes to the information contained therein.

You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Startly Capital LLC.
You also acknowledge that none of Startly Capital LLC nor its affiliates advises Members on the merits of a particular investment or transaction or provide legal or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Startly Capital LLC or its affiliates to buy or sell any securities or other financial instruments. Startly Capital LLC does not provide any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

Startly Capital LLC is neither a registered funding portal nor broker-dealer with the SEC and is not a member of FINRA.

5.3.2 Investments in Reg D Offerings through Issuer Securities In Reg D Offerings, Startly Capital LLC provides Issuers an opportunity to promote their Offering by allowing Members to invest directly in Issuers seeking capital from accredited investors.

Members participating in Reg D Offerings will invest in Issuer Securities. While Issuer Securities purchased in Reg D Offerings may earn a set interest rate, they are not expected to have any required regular payment obligations by the Issuer or any specified maturity date. Members are expected to achieve a return on their investment (if any) upon conversion of the Issuer Securities to another type of instrument during a liquidation event, at which time Members will receive funds (if applicable) in exchange for their Issuer Securities.

Other than requiring that Issuers engaged in Reg D Offerings use this basic structure, the terms of Members’ investment in Issuers will generally not be negotiable. The terms of your investment in the Issuer will be set forth in the Issuer Information and will be governed by the investment contract between you and the Issuer, pursuant to which you will make certain representations to the Issuer. Startly Capital LLC or the Issuer may reject your investment for any reason or for no reason in its discretion.

It is possible that your investment in Issuer Securities may only be processed if a predetermined Funding Target is reached in a particular Reg D Offering, either in the aggregate or through the Site, during the Fundraising. The Funding Target (if any) will be established by agreement between Startly Capital LLC and the Issuer raising funds on the Site. In such cases, funds designated for investment in an Issuer will not be invested in the Issuer until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest within 7 days of the termination of the Fundraising. Startly Capital LLC may close the Fundraising at any time after the Funding Target has been reached, and may consult with the Issuer to determine whether, and for how long, the Fundraising will remain open. Startly Capital LLC may also enter into an agreement with an Issuer to close a Fundraising once a Maximum Amount has been raised in the Fundraising, either through the Site or in the aggregate, including investments not presented on the Site, or after the Fundraising has been open for a predetermined period of time. If the value of the funds raised from Members in a Fundraising exceeds the Maximum Amount, the amounts in excess of the Maximum Amount will be returned to investors without interest in a manner determined by Startly Capital LLC and/or the Issuer in its sole discretion. You will receive notice from Startly Capital LLC when an Issuer for which you have submitted an investment contract has closed, and whether your investment in the Issuer will be processed. After issuance of the notice and prior to the closing, you will be required to confirm the information in your investment contract. Upon closing, each investor who becomes an investor in an Issuer will be deemed to have again entered into the investment contract, including (without limitation) to have agreed to each representation therein.

You acknowledge that, in Reg D Offerings that have required Funding Targets, if the Funding Target is not reached, your funds will be returned to you without interest, within 7 days of the termination of the Fundraising.

5.3.3 Limitation on Subscriptions You acknowledge that no Issuer for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on your investment contract may be accepted, or your subscription may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Issuer.

5.3.4 Limitation of Liability and Indemnification The Terms of Service, this Agreement, and the investment contract limit the liability of Startly Capital LLC and its affiliates and provide for indemnification in certain circumstances. You acknowledge that Startly Capital LLC, and any of its affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by an Issuer or developed in reliance on information provided by an Issuer. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Startly Capital LLC or an affiliate (or member, manager, or employee) thereof. You acknowledge that the information regarding Issuers presented on the Site is provided by the Issuers and not by Startly Capital LLC or any of its affiliates. You acknowledge that none of Startly Capital LLC, its affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by an Issuer or otherwise undertakes any due diligence with respect to an Issuer and shall not be liable with respect to the past, present, or future performance or non-performance by an Issuer of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

5.3.6 Fees Charged in Respect of Reg D Offerings Startly Capital LLC will not charge a fee to Members who invest in a Reg D Offerings. It is possible that each Issuer that participates in a Reg D Offering may charge fees to Members, and such fees will be disclosed in that the Issuer Information provided on the Site. Startly Capital LLC may require Issuers that engage in Reg D Offerings to reimburse Startly Capital LLC for costs associated with an offering.

5.3.7 Subscribing for Issuer Securities Issuers will generally set a minimum subscription amount for investment for each Fundraising.

5.3.8 Investor Eligibility Requirements In accordance with Regulation D’s requirements, if you are not an “accredited investor,” you are not able to invest. You acknowledge and understand that Startly Capital LLC and its affiliates are permitted to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate.

5.4 RISKS ASSOCIATED WITH REG D OFFERINGS

5.4.1 General An investment in an Issuer involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in an Issuer is not intended as a complete investment program. There can be no assurance that the investment objective of any Issuer will be met. Issuers are generally early-stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. After a liquidation event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

5.4.2 No Guarantee of Investment Returns None of Startly Capital LLC or any of its affiliates guarantees the future performance or financial results of any Issuer, and an investment in an Issuer may result in a gain or loss upon termination or liquidation of your investment.

5.4.3 Restrictions on Resale or Transfer The interests in Reg D Offerings have not been registered under the 1933 Act or any other law of the United States, or under the securities laws of any state or other jurisdiction. Therefore, interests in Reg D Fundraisings cannot be resold, pledged, assigned or otherwise disposed of unless they are so registered or an exemption from registration is available. A limited market exists for the sale of an Issuer’s securities, and the transferability of those securities is generally restricted. In the event that the Issuer distributes securities to investors in a Reg D Offering, there may be no market through which the Issuer securities may be sold, and even if there were such a market, the transfer of Issuer securities may be subject to significant legal and contractual restrictions, including Federal and state securities laws and regulations. Neither Startly Capital LLC nor any of its affiliates, is under any obligation to register interests in a Reg D Offering on your behalf or to assist you in complying with an exemption from registration under the 1933 Act.

In addition, if a distribution of Issuer securities to investors in a Reg D Offering is made prior to the existence of a public market for such securities, the securities distributed would not be registered under Federal securities laws or qualified under any state securities law. Any sale would be required to be made in reliance upon exemptions under those laws. Unless an Issuer’s securities are registered with the SEC and any required state authorities, or an appropriate exemption from registration is available, if you receive Issuer Securities in a distribution from a Reg D Fundraising, you may be unable to liquidate those securities, even though your personal financial condition may dictate such liquidation. Moreover, the resale of any Issuer securities will generally be subject to Section 4(a)(7) of the 1933 Act or Rule 144 of the 1933 Act. Therefore, if you require liquidity in your investment, you should not invest in a Reg D Fundraising.

5.4.5 No Control Over Management of the Issuers You will not have any right to manage, influence or control the management or operations of Issuers. In particular, you will not have, or will have only limited, voting rights associated with your Issuer Securities, but in any event will not have voting powers to direct the management decisions of the Issuer. You must refer to the discussion of voting in the applicable Offering Circular. The success of any Issuer investment depends on the ability and success of the management of the Issuer, in addition to economic and market factors.

5.4.6 No Control Over Issuer Future Valuation Valuations may fluctuate considerably and the price paid for Issuer Securities by you may bear limited or no relationship to future valuations of the Issuer’s securities in any market that may develop for such securities, whether private or public.

5.4.7 Limited Information About Issuers Due to the nature of Issuers, there may be limited information—financial, operating or otherwise—regarding each Issuer. You should read and understand the risk factors contained in the Issuer Information, including the Offering Circular, before investing in Issuer Securities. Each Issuer is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Issuer Securities.

5.4.8 No Assurance of Profit An investment in Issuer Securities may not generate profits for you. You must bear the economic risk of an investment for an indefinite period of time if you are not able to sell your Securities.

5.4.9 Lack of Involvement of Startly Capital LLC in Reg D Offerings In Reg D Offerings, Members will invest directly in the securities of Issuers. The Issuer will not be managed by Startly Capital LLC or any of its affiliates in any respect. The terms of any investment in an Issuer effected through a Reg D Offering will be set by the Issuer, and to the extent any negotiation occurs, it will be solely between a Member and the Issuer. Once an investment in an Issuer through a Reg D Offering is closed, Startly Capital LLC’s involvement will terminate, and the relationship will exist solely between the Members and the Issuer. The sole involvement of Startly Capital LLC or its affiliates with respect to such offerings will be (1) hosting of the Issuer Information on the Site; (2) disclosure to the Issuer of a Member’s indication of interest to invest directly in the Issuer, and (3) the provision of information regarding the Member to the Issuer.

5.4.10 Lack of Regulatory Oversight of Reg D Offerings and Offering Materials The regulatory regime surrounding Regulation D is not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.

5.4.11 Review of Reg D Offering Documents by Startly Capital LLC and Qualification by the SEC No Indicator of Likely Success of Issuer or Guarantee of Investment Returns Startly Capital LLC will perform a limited review of Issuers, including the information proposed to be provided to potential investors, to determine whether to permit an Issuer to engage in Reg D Offerings on the Site. However, neither the SEC nor Startly Capital LLC will be reviewing any Issuer’s Offering Circular or other offering materials with the view to determine the likelihood of success of the Issuer’s business strategy or the likelihood that it will generate investment returns. Further, the review and approval of an Issuer’s Offering Circular by the SEC under Reg D does not indicate the SEC’s endorsement of such Issuer or its view with regard to the likely financial performance of the Issuer or the advisability of investing in such Issuer, and is not a guarantee of investment returns.

5.4.12 An Investment in an Issuer Does Not Offer a Complete Investment Program An investment in an Issuer is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

5.4.12 Possibility of Phantom Income It is possible that your investment will result in “phantom income,” which could require you to pay taxes on your investment even though the Issuer does not distribute any income (or does not distribute sufficient income to pay the taxes).

5.4.13 Other Specific Risks Associated with Investing in a Particular Issuer May Not Be Disclosed by the Issuer. Because investors in Reg D Offerings invest directly in an Issuer, the terms of the investment and other specific information about the Issuer will be disclosed to you only by the Issuer in the Issuer Information, including in the Offering Circular. The Issuer will disclose in the Offering Circular and other documents included in the Issuer Information the particular risks associated with an investment in the Issuer, but Startly Capital LLC does not review the Offering Circular or the Issuer Information to ensure that any or all risks associated with the Issuer’s particular management or terms of the offering are disclosed. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING ISSUER SECURITIES.

5.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG D OFFERINGS

Generally, Startly Capital LLC will present on the Site the Reg D Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Startly Capital LLC. Each of Startly Inc., Startly Capital LLC and Startly Portal LLC are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Startly Capital LLC and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in an Issuer.

Investment Offerings

Sample Offering