TERMS OF USE

Effective May 19, 2023

scaler.bio is a website operated by Synonym, Inc. By accessing this site and any pages thereof, you agree to be bound by our Terms of Use and Privacy Policy.

These Terms of Use ("Agreement") should be read carefully before using the services offered by Synonym, Inc. and those of its subsidiaries and affiliates (collectively "Synonym"), or accessing the websites of Synonym, Inc. or those of its subsidiaries and affiliates. This Agreement sets forth the legally binding terms and conditions for your use of the website at scaler.bio (the "Site") and the services owned and operated by Synonym, Inc. (collectively with the Site, the "Service").

By using the Site or Service in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published by Synonym from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Synonym from time to time without notice to you. You agree that you will not use the Site in any way that is fraudulent or unlawful.

Your use of the Site is governed by the version of this Agreement in effect on the date of use. Synonym may modify this Agreement at any time and without prior notice. Your continued use of and access to the Site constitutes your acknowledgement of, and agreement to, the then current Terms of Use and to having reviewed the most current version of the Terms of Use. Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and Synonym, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Synonym for the Service or otherwise. If you do not agree to all the terms of this Agreement and/or the Privacy Policy, you are not eligible to participate in the Service or otherwise use this Site. This Agreement applies to all users of the Site or Service, including Accredited Investors, as defined by SEC Regulation D Rule 501 ("Investors"), who in any way use the Site or Service provided by Synonym (each a "User").

Synonym reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Synonym does not undertake any obligation or responsibility to update or amend any such information. Synonym may discontinue or change any product or service described in or offered on the Site at any time. Synonym further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that Synonym will not be liable to you or to any third party for any such modification, suspension or discontinuance.

MODIFICATION OF AGREEMENT

Synonym reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time. Such modifications shall become part of this Agreement and are automatically effective once posted on the Site or by sending you an email. This Agreement may not be orally amended. Synonym may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

AUTHORIZED USER

Our Service and certain pages of the Site are available only to those who have been authorized by us to access the Service and web pages on the Site. Such authorization may require satisfactory background information screening and/or identification verification. Only Users of the Site and Service with a valid user ID are authorized to access such services and web pages.

Unauthorized use of the Site and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Service or interfere with any other party’s use and enjoyment of the Site or Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us, and we have had a reasonable opportunity to act on that notice. Synonym reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.

Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us by contacting us.

REGISTRATION DATA; ACCOUNT SECURITY; FUNDS TRANSFER

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to Synonym, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Synonym.

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Synonym’s control, and you acknowledge that Synonym is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by Synonym or any association with its operators. You further acknowledge and agree that Synonym shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the Site and Service.

THIRD PARTY CONTENT

Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively "Third Party Content"). Synonym does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that Synonym is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users utilize such Third Party Content at their own risk.

PROPRIETARY RIGHTS IN CONTENT

The Synonym name and logo are pending trademarks and service marks of Synonym, Inc. Synonym or its licensors own and retain all proprietary rights in the Site, the Service and all material and information posted thereon ("Content"). The Site contains the copyrighted material, trademarks and other proprietary information of Synonym and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of Synonym.

You may download or copy Content only to the extent such download is expressly permitted in writing on the Site. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as provided in this Agreement), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Site or any related software.

In addition, to the extent you receive information from Synonym or other Investors with respect to any Investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Investor. You agree that Synonym may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of Synonym, its Users, or the public.

By using and accessing the Site and Service, you agree to keep all information you learn about companies, funds, and investment opportunities on the site private and confidential.

If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify Synonym as soon as possible by contacting us with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, Synonym will also terminate a User’s account if the User is determined to be a repeat infringer.

SUBMISSIONS

Synonym recognizes the importance of safeguarding the information you entrust to it and understands the significance of maintaining your secrecy. Synonym highly values your data and is committed to ensuring its confidentiality and security. This term within the greater Agreement seeks to assure you that Synonym takes the protection of your data seriously while also explaining in clear language how Synonym uses the information you provide to it.

Any questions, comments, suggestions, ideas, data, feedback or other information about the Site or the Service ("Submissions"), provided by you to Synonym shall provide Synonym with a royalty-free, worldwide, nonexclusive, and perpetual license to the Submission to research, leverage, and otherwise exploit the Submission, provided that Synonym shall not grant a sublicense or directly disclose any of the Submissions to any third-party who is not bound by strict confidentiality obligations. Synonym will use commercially reasonable efforts to protect the Submissions from unauthorized access or disclosure and maintain their secrecy and confidentiality. Synonym may aggregate and anonymize the Submissions to create reports, analytics, or insights ("Aggregated Data"). Aggregated Data shall not contain any personal or company specific information that could reasonably identify an individual or company. Synonym may use, reproduce, display, distribute and disclose the Aggregated Data to third parties, provided that it is not reasonably likely to lead to the identification of an individual or company.

RESTRICTIONS ON DATA COLLECTION/TERMINATION

Without Synonym’s prior consent, you may not:

  • use any automated means to access this Site or collect any information from the Site (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
  • frame the Site, utilize framing techniques to enclose any Content or other proprietary information, place popup windows over this Site’s pages, or otherwise affect the display of this Site’s pages; engage in the practices of " screen scraping", "database scraping" or any other activity with the purpose of obtaining content or other information; or
  • use this Site in any manner that violates applicable law or that could damage, disable, overburden, or impair this Site or interfere with any other party’s use and enjoyment of this Site.

Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed your authorized access level may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. § 1030). Synonym may investigate occurrences that potentially involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

We may also terminate, disable or throttle your access to, or use of, this Site and the Service for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms of Use.

WARNING REGARDING WEB FRAUD AND PHISHING

Unfortunately, in today’s internet commerce environment, there may be misuse of our name, brands and reputation by imposters and frauds publishing fake websites and engaging in "phishing" scams seeking personal or confidential information.

When communicating with Synonym through digital media, please:

  • Confirm you are visiting a Synonym authorized website.
  • Do not share your password and login ID with anyone, including anyone from Synonym. Access to your Synonym account is private, available only to members through secure log-in procedures. Apart from allowing you to use your password and log-in to enter an authorized website, Synonym will never ask you for your password or log-in information. (If you forget your password or login, we will issue you new ones.)
  • Do not send emails to anyone with an address other than authorized Synonym e-mail addresses. Synonym only uses "@synonym.bio" for email addresses. If you have any questions about the above, please contact Synonym at [email protected].

Because Synonym’s business is conducted via the Internet, we need for you to consent to transact business with us online and electronically. We also need you to consent to Synonym sending you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to this Agreement, you agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms, including Form 1099 and Form K-1) arising from or relating to your use of the Site and Service, including any securities you have purchased, your use of this Service, and the voting of any securities you have purchased as an investor in any offering made available through the Site (each, a "Disclosure"), whether we are acting in the capacity as issuer, agent or otherwise. The decision to do business with us electronically is yours. This document informs you of your rights concerning Disclosures.

Electronic Communications. Any Disclosures will be provided to you electronically from Synonym either on our Site or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms or Form K-1s provided electronically will remain accessible through at least October 15 of the year in which such IRS Form 1099 or Form K-1 is made available; after that time the IRS Form 1099 may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion.

Scope of Consent. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and Synonym. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

TCPA Consent: You expressly consent to receiving calls and messages, including auto dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.

Withdrawing Consent. You may not withdraw such electronic consent so long as you have outstanding any investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

TERMINATION

Synonym may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

WARRANTY DISCLAIMER

You acknowledge that Synonym has no control over, and no duty to take any action regarding: which Users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Synonym from all liability for you having acquired or not acquired Content through the Site. Synonym makes no representations concerning any Content contained in or accessed through the Site, and Synonym will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

Synonym neither represents, warrants, covenants, guarantees, nor promises any specific results from use of the Site.

THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.

Any Content downloaded or otherwise obtained through the Site is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such Content. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of Synonym has been advised of or should have knowledge of the possibility of such damages.

Synonym makes no representation or warranty, express or implied, with respect to any third-party data provided to Synonym or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. Synonym will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or © interruption in any such third party data due either to any negligent act or omission by Synonym or "force majeure" or any other cause beyond the control of Synonym.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

Electronic Communication Privacy Act Notice (18 U.S.C. §§ 2701 — 2711): Synonym makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. Synonym will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Synonym’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

INDEMNIFICATION

You hereby agree to defend, indemnify, and hold harmless Synonym and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User submissions, violation of the Agreement, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Synonym reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Synonym in asserting any available defenses.

LIMITATION OF LIABILITY

IN NO EVENT SHALL SYNONYM, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE ( I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), ( II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00).

GENERAL DISCLAIMERS

Portions of this website are only suitable, intended and available for Accredited Investors who are members of Synonym and familiar with, and willing to accept the risks associated with private investments. Investors must be willing to have their status as Accredited Investors verified by Synonym, Inc., its affiliates or third parties. Synonym, Inc. does not endorse any of the opportunities that appear on this website, nor does it make any recommendations regarding the appropriateness of particular opportunities for any investor or with respect to the advisability of investing in general. Each investor must review and evaluate the investments in the investor’s own discretion and determine the suitability of making the particular investment in light of the investor’s own circumstances.

Synonym, Inc. and its affiliates do not give or offer any business advice, investment advice, tax or legal advice to anyone using this website. The services provided by Synonym are defined herein. All prospective investors must certify that they are Accredited Investors, suitable for this type of illiquid investment, and must acknowledge that they have received and read all investment terms and conditions.

Fluctuations in the value of the assets that are the subject of any investment are to be expected. Additional risks exist due to a variety of factors, including, but not limited to, leverage, property operations, business risks, management and environmental liabilities. There is a potential for loss of part or ALL of the investment capital, and each investor should understand that all capital invested may be lost. Investors should only consider these investments if they have no need for liquidity and can bear the risk of losing their entire investment.

Past performance is not indicative of future performance. Any financial projections or returns shown on the site are examples only and Investors should conduct their own due diligence and not rely on the financial assumptions or estimates that are displayed here. Investors should not rely on any forward-looking statements made regarding this opportunity, because such statements are inherently uncertain and involve risks. Words such as "anticipated", "projected", "forecasted", "estimated", "prospective", "believes", "expects", "plans", "future", "intends", "should", "can", "could", "might", "potential", "continue", "may", "will" and similar expressions are used to identify these forward-looking statements.

Synonym, Inc. does not make investment recommendations, and no communication through this website or in any other medium should be construed as such. Investment opportunities posted on this website are "private placements" of securities that are not publicly traded, are subject to holding period requirements, and are intended for investors who do not need a liquid investment. Private placement investments are NOT bank deposits (and thus NOT insured by the FDIC or by any other federal governmental agency), are NOT guaranteed by Synonym, Inc., and MAY lose value. Investors must be able to afford the loss of their entire investment.

Any financial projections or returns shown on the website are illustrative examples only, and there can be no assurance that any valuations provided are accurate or in agreement with market or industry valuations. Any investment information contained herein has been secured from sources Synonym, Inc. believes are reliable, but we make no representations or warranties as to the accuracy of such information and accept no liability therefor. Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees and expenses. Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed on this website, and are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunities.

None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Synonym is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all members.

MISCELLANEOUS TERMS

INTEGRATION AND SEVERABILITY

This Agreement is the entire agreement between you and Synonym with respect to the Service and use of the Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Synonym with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER

This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.

While we hope never to have a dispute with a User, if we do, User and Synonym each agree to try for sixty (60) days to resolve it informally. If we collectively fail to resolve such dispute (and unless otherwise agreed in writing by User and Synonym), any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If parties are unable to select an arbitrator, then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. If for any reason a claim proceeds in court rather than in arbitration User and Synonym each waive any right to a jury trial. We also both agree that you or we may bring a suit in court to enjoin infringement or other misuse of intellectual property rights.

Where permitted under applicable law, User and Synonym each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Unless User and Synonym both agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

NO WAIVER

The failure of the Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.