Conflict of Interest Policy

1. Purpose

Slopshop Inc. ("Mithril") operates a platform that aggregates market data, facilitates counterparty matching, and provides trade execution infrastructure across private company secondaries, tokenized equity, prediction markets, and LP interests. These activities create potential conflicts of interest that must be identified, managed, and disclosed to users.

This policy establishes Mithril's framework for identifying, mitigating, and disclosing conflicts of interest in a manner consistent with principles of fair dealing and transparency.

2. Identified Conflicts

Mithril has identified the following categories of potential conflicts of interest inherent in its business model:

2.1 Fee-Based Conflicts

Mithril earns revenue through transaction fees (wrap fees, unwrap fees, trade fees, prediction market fees, and frontend fees). This creates a general incentive to maximize trading volume. Mithril mitigates this conflict by never providing personalized trading recommendations, never prompting users to trade specific assets, and displaying all fee structures transparently before order confirmation.

2.2 Data Aggregation and Display

Mithril aggregates data from 29 sources and displays it to users for informational purposes. Decisions about data prominence, default sorting, and which companies or markets are featured could influence user behavior. Mithril mitigates this by using deterministic, algorithm-driven sorting (by valuation, volume, or alphabetical order) and never accepting payment for preferential display or ranking of any company or market.

2.3 OTC Matching

Mithril's OTC matching service facilitates introductions between buyers and sellers of private company shares. Mithril does not currently charge fees for OTC matching but may in the future. Mithril does not act as a counterparty in any OTC transaction and does not take a position in any security matched through the platform.

2.4 BD-as-a-Service (BDaaS) Partners

Through the partner program, third-party platforms embed Mithril trading infrastructure and set their own markup fees. Mithril earns a protocol fee (0.15%) on all partner-originated trades. This creates an incentive to onboard partners regardless of their user base quality. Mithril mitigates this by requiring all partners to display the same SEC-compliant disclosures and by retaining the right to suspend partner access if user complaints or compliance concerns arise.

2.5 Prediction Market Creation

Mithril allows users to create prediction markets and earn 2% of future volume on markets they create. This could incentivize creation of misleading or manipulative markets. Mithril mitigates this through market creation review, automated detection of duplicate or misleading markets, and the ability to delist markets that violate platform guidelines.

2.6 Referral Program

Mithril operates a two-tier referral program (L1: 0.15%, L2: 0.05% from platform fee). Referral incentives could encourage aggressive or misleading promotion of the platform. Mithril prohibits referral partners from making performance guarantees, promising specific returns, or representing Mithril as a registered broker-dealer or investment adviser.

3. Proprietary Trading Prohibition

Slopshop Inc., its officers, directors, and employees are prohibited from trading on the Mithril platform for personal accounts. Specifically:

• No Mithril employee may trade tokenized equity, prediction markets, or LP interests on the platform.
• No Mithril employee may submit indications of interest (IOIs) or participate in OTC matching for personal benefit.
• Mithril does not maintain any proprietary trading accounts or take positions in any asset available on the platform.
• Mithril does not act as a market maker, liquidity provider, or counterparty on its own platform.

4. Information Barriers

Mithril maintains information barriers between business functions to prevent the misuse of non-public information:

• Data Access Controls — Access to user trading data, order flow, and IOI information is restricted to personnel with a legitimate business need. Row-level security (RLS) in Supabase enforces data isolation at the database level.
• Audit Logging — All access to sensitive user data is logged in the audit_log table with user ID, action, timestamp, and IP address. Logs are reviewed periodically for unauthorized access.
• API Key Scoping — Partner API keys are scoped to specific permissions and cannot access data belonging to other partners or users.

5. Venue and Data Source Conflicts

Mithril aggregates data from third-party venues (PreStocks, Jarsy, Ventuals, Polymarket, Kalshi, etc.) and routes trade execution to these venues. Mithril discloses the following:

• Mithril does not receive payment for order flow from any venue.
• Trade routing decisions are based on execution quality (price, liquidity, latency) and not on venue relationships or fee arrangements.
• If Mithril enters into revenue-sharing agreements with any venue in the future, such arrangements will be disclosed in this policy and on the relevant trade confirmation screens.
• Mithril's Venue Evaluation Policy (see /policies/venue-evaluation) governs the selection and monitoring of all integrated venues.

6. Disclosure Obligations

Mithril commits to the following disclosure practices:

• All fee structures are disclosed before order confirmation and documented in the Terms of Service.
• Material changes to this conflict of interest policy will be communicated to users via email and in-platform notification.
• The current version of this policy is always available at /policies/conflicts.
• Users may request additional information about any identified conflict by contacting our compliance team.

7. Governance and Review

This policy is reviewed quarterly and updated as new business activities, partnerships, or regulatory requirements introduce potential conflicts. All revisions are documented with effective dates. Material changes are communicated to users in advance of taking effect.

8. Contact

For questions about conflicts of interest or to report a concern, contact compliance@mithril.pro.