Terms of Service, Synths

Version 1.0, Effective Date: June 26, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE PLATFORM.

Article 1 – Definitions

1.1 In these Terms, the following defined terms have the meanings set out below:

"Accredited Investor" means an individual who satisfies one or more of the criteria set out in section 1.1 of National Instrument 45-106 Prospectus Exemptions, as amended from time to time.

"Agreement" means these Terms of Service, together with the Privacy Policy, Market Integrity Policy, Risk Disclosure Statement, Cookie Policy, Trademark and Intellectual Property Notice, and Accredited Investor Attestation, each as amended from time to time, all of which are incorporated herein by reference.

"Anthropic" means Anthropic, PBC, a Delaware public benefit corporation.

"Brevo" means Sendinblue SAS, operating as Brevo, a French société par actions simplifiée.

"Cloudflare" means Cloudflare, Inc., a Delaware corporation.

"Claude" means the artificial intelligence system developed and operated by Anthropic.

"Market Price" means the price at which a Synthetic Unit is bought or sold on the Platform, as determined by supply and demand between Users at the time of execution.

"Platform" means the technology platform operated by Synths at getsynths.com, including all associated applications, APIs, and services.

"Private Company" means a privately held company whose valuation is referenced by a Synthetic Unit listed on the Platform.

"Reference Price" means the publicly derived valuation of a given Private Company as calculated by Synths in accordance with its published methodology, incorporating weighted inputs from publicly available data sources including disclosed funding rounds, secondary market transactions, tender offer prices, and third-party appraisals. The Reference Price reflects Synths' assessment of the company's valuation and is distinct from the Market Price, which is determined by trading activity on the Platform.

"Supabase" means Supabase, Inc., a Delaware corporation.

"Synths," "we," "us," or "our" means the unincorporated business operating under the name Synths, carried on by its owner(s) at getsynths.com.

"Synthetic Unit" means a synthetic valuation-tracking instrument listed on the Platform, which tracks movements in the Reference Price of a referenced Private Company and does not constitute equity, debt, or any direct ownership interest in that company.

"Initial Synthetic Offering" or "ISO" means the initial price discovery mechanism by which a new Synthetic Unit is introduced to the Platform for trading.

"User," "you," or "your" means any individual who accesses or uses the Platform.

"Vercel" means Vercel, Inc., a Delaware corporation.

Article 2 – Eligibility and Access

2.1 Eligibility. The Platform is available exclusively to Accredited Investors resident in the Province of Ontario, Canada. By accessing the Platform, you represent, warrant, and covenant that: (a) you are an Accredited Investor as defined under NI 45-106; (b) you are a resident of Ontario; (c) you are of the age of majority in Ontario; (d) you have full legal capacity to enter into a binding agreement; and (e) your access to and use of the Platform does not violate any applicable law or regulation.

2.2 Continuing Obligation. You shall notify Synths immediately if you cease to qualify as an Accredited Investor or if any representation made in your Accredited Investor Attestation becomes inaccurate. Synths reserves the right to suspend or terminate your account upon receipt of such notice or upon determination that you no longer meet eligibility requirements.

2.3 No Offering to the Public. Nothing on the Platform constitutes a public offering of securities. Access to the Platform and its features is restricted to eligible Accredited Investors. The Platform relies on the accredited investor exemption under section 2.3 of NI 45-106.

Article 3 – Nature of Synthetic Units

3.1 Synthetic Instruments. Synthetic Units are synthetic financial instruments whose Market Price is driven by supply and demand between Users on the Platform. The Reference Price, derived from publicly available private company valuation data, serves as the anchor and reference point for each Synthetic Unit but does not determine the Market Price. The Market Price and the Reference Price will differ and may diverge materially. Synthetic Units are not, and shall not be construed as: (a) equity, shares, or any ownership interest in the referenced Private Company; (b) debt instruments or notes of the referenced Private Company; (c) a right to vote, receive dividends, or participate in the governance of the referenced Private Company; or (d) a direct claim of any kind against the referenced Private Company.

3.2 No Affiliation. Synths is not affiliated with, endorsed by, or in any way connected to any referenced Private Company. The listing of a Synthetic Unit on the Platform does not constitute the consent, approval, or endorsement of the referenced Private Company.

3.3 Reference Price Methodology. The Reference Price for each listed Private Company is calculated by Synths using a weighted-average methodology applied to publicly available valuation data. The methodology, inputs, and weightings are published on the Platform and may be updated from time to time. Synths makes no representation that the Reference Price reflects the true or fair value of the referenced Private Company, nor that the Market Price of any Synthetic Unit will converge with the Reference Price.

Article 4 – Initial Synthetic Offerings

4.1 ISO Mechanism. An Initial Synthetic Offering is the mechanism by which Synths introduces a new Synthetic Unit to the Platform. During the ISO period, Users may submit orders which are used to establish the initial Market Price. The ISO opening price may differ from the Reference Price. Participation in an ISO does not guarantee execution at any particular price.

4.2 ISO Risks. ISOs carry additional risk compared to established secondary market trading. Liquidity during an ISO period may be limited. The Market Price following the close of an ISO may be materially higher or lower than the ISO opening price. Users should review the Risk Disclosure Statement prior to participating in any ISO.

Article 5 – Account Registration and Security

5.1 Account Registration. To access the Platform, you must complete our registration process, including identity verification and submission of the Accredited Investor Attestation. You agree to provide accurate, current, and complete information and to update such information as necessary to keep it accurate.

5.2 Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You shall promptly notify Synths at info@getsynths.com of any actual or suspected unauthorized use of your account. Synths is not liable for any loss arising from unauthorized use of your account where such use results from your failure to maintain account security.

5.3 One Account Per User. Each User may maintain only one account. You may not create multiple accounts, share your account with any other person, or transfer your account to another individual.

Article 6 – Deposits, Withdrawals, and Custody

6.1 Trust Account. All User funds deposited on the Platform are held in a dedicated trust account maintained at a Canadian Schedule I bank (the "Trust Account"). The Trust Account is fully segregated from Synths' operating capital. Synths does not commingle User funds with its own funds.

6.2 No Deposit Insurance. Funds held in the Trust Account are not deposits as defined under the Canada Deposit Insurance Corporation Act and are not eligible for CDIC deposit insurance or any equivalent government-backed protection. In the event of Synths' insolvency, User funds held in the Trust Account would be subject to applicable insolvency proceedings, and recovery is not guaranteed.

6.3 Deposits. Deposits may be made via Interac e-Transfer, wire transfer, or cryptocurrency wallet. Synths does not charge deposit fees.

6.4 Cryptocurrency Deposits. Cryptocurrency deposits are converted to Canadian dollars at the prevailing exchange rate at the time of processing and held in the Trust Account in Canadian dollars. Synths does not hold cryptocurrency on behalf of Users. Acceptance of cryptocurrency deposits may be subject to additional identity verification and source of funds documentation as required under applicable anti-money laundering legislation.

6.5 Withdrawals. Withdrawal requests are submitted through your account dashboard. Funds are returned to the originating account via Interac e-Transfer within two business days of the withdrawal request, subject to any applicable compliance review. Synths does not charge withdrawal fees.

6.6 Settlement on Closure. In the event Synths ceases operations, all open positions will be settled at the last published Reference Price for each respective Synthetic Unit, and remaining funds will be returned from the Trust Account to each User.

Article 7 – Trading and Market Conduct

7.1 Buying and Selling. Users may buy Synthetic Units at the prevailing Market Price and may sell Synthetic Units they hold at the prevailing Market Price. The Platform does not support short selling.

7.2 Order Types. The Platform currently supports market orders and limit orders. Market orders are executed at the best available Market Price at the time of execution. Limit orders are executed only at the User-specified price or better.

7.3 Prohibited Trading Conduct. The following trading conduct is strictly prohibited:

(a) Wash Trading: entering into trades that result in no genuine change in beneficial ownership for the purpose of creating artificial volume or a misleading appearance of market activity.

(b) Spoofing: submitting orders with the intent to cancel them prior to execution for the purpose of creating a false impression of supply or demand.

(c) Layering: placing multiple orders at different price levels without the intention of executing them to move the Market Price.

(d) Front-Running: trading on the basis of advance knowledge of pending orders from other Platform Users.

(e) Reference Price Manipulation: disseminating false or misleading information about a Private Company for the purpose of influencing the Reference Price or Market Price.

(f) Any other act constituting market manipulation under the Securities Act, R.S.O. 1990, c. S.5, or any successor legislation.

7.4 Circuit Breakers and Trading Halts. Synths employs LULD-style circuit breakers and confidence bands to maintain orderly markets. Trading in a Synthetic Unit may be halted automatically if the Market Price moves beyond defined thresholds or deviates materially from the Reference Price.

Article 8 – Fees

8.1 Trading Commission. Synths charges a commission on each executed order. The current fee schedule is published on the Platform. Synths reserves the right to modify its fee schedule upon not less than 14 days prior written notice to Users.

8.2 No Other Fees. There are no fees for account registration, deposits, withdrawals, or account maintenance unless otherwise disclosed on the Platform.

Article 9 – Taxation

9.1 User Responsibility. You are solely responsible for determining and satisfying your tax obligations arising from trading on the Platform. Synths will provide annual account statements setting out your realized gains and losses for the relevant tax year.

9.2 No Tax Advice. Nothing in this Agreement constitutes tax advice. You should consult a qualified tax professional regarding your individual tax circumstances.

Article 10 – Use of Artificial Intelligence

10.1 Claude. Synths uses Claude, an artificial intelligence system developed and operated by Anthropic, to assist with Platform operations including content generation, data analysis, Reference Price commentary, and certain user-facing communications. Synths is solely responsible for how it deploys Claude and for the outputs generated through its use. Anthropic is not a party to this Agreement and bears no liability to you for Synths' use of Claude.

10.2 Limitations. AI-generated content produced through Claude may contain errors, omissions, or inaccuracies. You must not rely solely on AI-generated content in making investment decisions.

Article 11 – Technology Infrastructure

11.1 Synths operates the Platform using the following third-party technology infrastructure providers: Cloudflare (network security and content delivery), Vercel (frontend hosting and deployment), GitHub (source code management), and Supabase (database and backend infrastructure). Your use of the Platform necessarily involves the processing of certain technical data by these providers.

Article 12 – Intellectual Property

12.1 Ownership. All intellectual property comprised in or associated with the Platform, including the Synths name and logo, the terms "Initial Synthetic Offering" and "ISO," all software, source code, user interface design, graphics, and written content, is the exclusive property of Synths or its licensors.

12.2 Licence to User. Subject to your compliance with this Agreement, Synths grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your own personal, non-commercial investment purposes.

12.3 User Content. By submitting any content to the Platform, you grant Synths a perpetual, royalty-free, worldwide licence to use, reproduce, and incorporate such content for Platform development and internal purposes.

Article 13 – Regulatory Status and Compliance

13.1 Exempt Market. Synths distributes Synthetic Units to Accredited Investors pursuant to the accredited investor exemption under section 2.3 of NI 45-106.

13.2 OSC Engagement. Synths is engaged with the Ontario Securities Commission LaunchPad program and the Canadian Securities Administrators Regulatory Sandbox. Participation in these programs does not constitute regulatory approval of the Platform or any Synthetic Unit.

13.3 Evolving Regulatory Environment. The regulatory treatment of synthetic private-market instruments in Canada is subject to ongoing development. Future regulatory changes may require Synths to modify or discontinue the Platform or certain features thereof.

13.4 Anti-Money Laundering. Synths is subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, S.C. 2000, c. 17. You agree to provide all information and documentation requested by Synths for the purposes of identity verification, know-your-client procedures, and ongoing transaction monitoring.

Article 14 – Disclaimers

14.1 No Investment Advice. Nothing on the Platform constitutes investment advice, financial advice, legal advice, or any other professional advice. Synths does not recommend the purchase or sale of any Synthetic Unit. All investment decisions are made by you at your own discretion and risk.

14.2 As-Is Availability. The Platform is provided on an "as is" and "as available" basis without warranty of any kind. To the maximum extent permitted by applicable law, Synths expressly disclaims all warranties, express or implied.

14.3 No Guarantee of Accuracy. Synths makes no representation or warranty as to the accuracy, completeness, or timeliness of any Reference Price, valuation data, or market information published on the Platform.

Article 15 – Limitation of Liability

15.1 Exclusion of Consequential Damages. To the maximum extent permitted by applicable law, Synths shall not be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or in connection with this Agreement or your use of the Platform.

15.2 Cap on Liability. Synths' total aggregate liability to you for all claims arising out of or in connection with this Agreement shall not exceed the lesser of: (a) the total value of funds held in your Synths account at the time the claim arose; and (b) CAD $10,000.

Article 16 – Indemnification

16.1 You agree to indemnify, defend, and hold harmless Synths and each of its owners, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or relating to: (a) your use of the Platform in violation of this Agreement; (b) any misrepresentation made in your Accredited Investor Attestation; (c) your violation of any applicable law or regulation; or (d) any prohibited trading conduct set out in Article 7.

Article 17 – Dispute Resolution and Arbitration

17.1 Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement or the Platform shall be finally resolved by binding arbitration rather than in court.

17.2 Arbitration Procedure. Arbitration shall be conducted in accordance with the Arbitration Act, 1991, S.O. 1991, c. 17, as amended, seated in Toronto, Ontario, conducted in English, administered before a single arbitrator, and on a documents-only basis unless the arbitrator determines that an oral hearing is necessary.

17.3 Exceptions. Nothing in this Article prevents either party from seeking emergency or interim injunctive relief from a court of competent jurisdiction, or from bringing a claim in Small Claims Court within the applicable monetary jurisdiction.

17.4 Class Action Waiver. ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY. YOU HEREBY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE PROCEEDING, OR REPRESENTATIVE ACTION AGAINST SYNTHS.

17.5 Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Article 18 – General Provisions

18.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Synths with respect to the subject matter hereof.

18.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

18.3 Waiver. No waiver by Synths of any breach or default shall be deemed a waiver of any subsequent breach or default.

18.4 Assignment. You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of Synths.

18.5 Force Majeure. Synths shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control.

18.6 Amendments. Synths reserves the right to amend this Agreement at any time. Material amendments will be communicated to registered Users not less than 14 days prior to the effective date.

18.7 Language. The parties have requested and agreed that this Agreement and all related documents be drafted in English.

18.8 Contact. Synths, info@getsynths.com, getsynths.com