Terms & Conditions

By accessing, browsing, or using TR8 (“the Platform”), you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions (“Terms”). If you do not agree, you must immediately cease all use of the Platform. These Terms constitute a legally binding agreement between you and TR8 Inc. (“TR8,” “we,” “us”).

TR8 is a decentralized platform built on the Solana blockchain that facilitates revenue-backed financing between investors and Canadian small and medium-sized businesses (“SMBs”). Businesses create tokenized debt offerings with defined coupon rates, repayment terms, and funding deadlines. Investors fund these offerings using USDC (USD Coin), receiving Token-2022 debt tokens representing their investment. All transactions are settled on-chain.

TR8 is not a bank, broker-dealer, investment adviser, custodian, or fiduciary. We do not provide investment advice, credit ratings, or financial recommendations. The Platform is a technology layer that connects borrowers and lenders.

To use TR8, you must:

• Be at least 18 years of age (or 19 in provinces where the age of majority is 19, including British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, and Yukon)
• Not be a citizen, resident, or tax person of the United States or any jurisdiction subject to OFAC, UN, or Canadian sanctions
• Not be located in, or acting on behalf of any person located in, a restricted territory

Canadian investors must qualify as accredited investors under National Instrument 45-106, meaning you meet at least one of: (a) individual income exceeding CAD $200,000 in each of the two most recent calendar years (or combined household income exceeding CAD $300,000), with a reasonable expectation of exceeding that level in the current year; or (b) financial assets (alone or with a spouse) exceeding CAD $1,000,000 before taxes but net of related liabilities; or (c) net assets of at least CAD $5,000,000.

Non-Canadian investors must comply with all securities laws applicable in their jurisdiction. It is your responsibility to determine whether your participation in offerings on TR8 is lawful in your jurisdiction.

TR8 operates in compliance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and regulations administered by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). All users must complete identity verification (Know Your Customer) before accessing platform features.

We collect and verify: your full legal name, date of birth, residential address, nationality, and source of funds. For business accounts, we additionally verify beneficial ownership (individuals with 25% or greater control). We conduct ongoing screening against sanctions lists and adverse media databases.

Transactions of CAD/USD $10,000 or more (including aggregated transactions within a 24-hour period) trigger large-value transaction reporting to FINTRAC. TR8 may freeze, suspend, or terminate accounts where suspicious activity is detected, or where required by law enforcement or regulatory direction.

Providing false or misleading information during identity verification is a criminal offence under Canadian law and may result in penalties of up to CAD $4,000,000 for individuals or CAD $20,000,000 for entities.

Investing through TR8 involves significant risk, including the potential total loss of your investment. You should only invest funds you can afford to lose entirely.

• Default risk: Businesses may fail to repay their obligations. If a business defaults, you may recover none, some, or all of your investment depending on available funds.
• Illiquidity: Debt tokens may have limited or no secondary market. You may be unable to sell or transfer your tokens before the offering matures. Illiquidity may be permanent.
• No deposit insurance: Investments on TR8 are not protected by the Canada Deposit Insurance Corporation (CDIC), any provincial deposit insurance, or any other government guarantee scheme.
• No regulatory approval: Offerings on TR8 have not been reviewed or approved by the Ontario Securities Commission (OSC), any other provincial securities regulator, or the Canadian Securities Administrators (CSA). These offerings are made under securities exemptions and are not prospectus-qualified.
• Subordination:Debt obligations on TR8 may be subordinated to the business's other creditors. In the event of insolvency, you may have a lower priority claim.

All transactions on TR8 are denominated in USDC, a stablecoin issued by Circle Internet Financial, LLC. USDC is designed to maintain a 1:1 peg to the US dollar, but this peg is not guaranteed.

• USDC reserves are held in a combination of US Treasury securities and cash deposits at regulated financial institutions. Failure of these institutions may cause USDC to lose its peg. In March 2023, USDC temporarily depegged to approximately $0.87 following the collapse of Silicon Valley Bank, which held a portion of Circle's reserves.
• TR8 has no control over Circle's reserve management, USDC issuance, or redemption policies. We cannot protect users against depegging events.
• Regulatory changes affecting stablecoins in any jurisdiction may impact the availability, convertibility, or value of USDC.

• Irreversibility: All transactions on the Solana blockchain are final and cannot be reversed. If you send USDC to an incorrect wallet address, your funds are permanently lost. TR8 cannot recover or reverse any on-chain transaction.
• Smart contract risk:TR8's smart contracts have been reviewed and tested, but no software is guaranteed to be free of bugs or vulnerabilities. A bug could result in the loss or locking of funds.
• Network risk: The Solana blockchain may experience outages, congestion, validator failures, or consensus issues. During such events, transactions may be delayed, fail, or behave unexpectedly.
• Upgrade risk: TR8 may update its smart contracts to fix bugs or add features. Upgrades are announced with reasonable notice but may affect existing positions.

Investors connect to TR8 using non-custodial browser wallets (e.g., Phantom, Solflare). You are solely responsible for the security of your private keys and seed phrase. We strongly recommend using a hardware wallet for significant positions.

Businesses are provisioned with a Solana wallet through Turnkey, our infrastructure partner. Turnkey provides non-custodial wallet infrastructure where private keys are generated and stored within AWS Nitro Enclaves — secure, isolated compute environments. Neither TR8 nor Turnkey can access, extract, or recover your private keys.

TR8 does not hold, control, or have access to any user's private keys or funds. Lost keys cannot be recovered. Lost access to your wallet means permanent loss of access to your assets.

TR8 charges an origination fee on funded offerings, deducted from the disbursement amount when funds are released to the business. The current fee rate is defined in the on-chain protocol configuration and is visible before any offering is activated.

Users are responsible for paying Solana network transaction fees (typically fractions of a cent per transaction). TR8 does not control or profit from network fees.

Fee changes will be announced with at least 60 days notice. Existing offerings are not affected by fee changes after activation.

TR8 collects and processes personal information in compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation.

Information collected: Full name, date of birth, residential address, wallet addresses, transaction history, IP address, device information, and documents submitted for identity verification.

Purpose: KYC/AML compliance, platform operation, fraud prevention, regulatory reporting, and dispute resolution.

Retention: Personal information and transaction records are retained for a minimum of 6 years following account closure, as required by FINTRAC regulations.

We do not collect your Social Insurance Number (SIN). We do not sell, rent, or share your personal information with third parties for marketing purposes. Information may be disclosed to FINTRAC, law enforcement, or regulatory authorities as required by law.

Your rights: You may request access to, correction of, or deletion of your personal information by contacting us. Deletion requests may be limited by regulatory retention requirements.

You are solely responsible for determining and fulfilling your tax obligations arising from your use of TR8. This may include, but is not limited to:

• Coupon (interest) payments received are generally considered taxable income
• Gains or losses from secondary trading of debt tokens may be treated as capital gains or losses
• Currency conversion between CAD and USD/USDC may trigger foreign exchange gains or losses

TR8 does not provide tax advice. We strongly recommend consulting a qualified tax professional. TR8 will cooperate with requests for user information from the Canada Revenue Agency (CRA) or other tax authorities as required by law.

To the maximum extent permitted by applicable law, TR8, its directors, officers, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or digital assets, arising from your use of the Platform.

TR8's total aggregate liability for any claims arising from these Terms shall not exceed the total fees you have paid to TR8 in the twelve (12) months preceding the claim.

Without limiting the foregoing, TR8 is not liable for:

• User errors, including transactions sent to incorrect addresses, lost private keys, or compromised wallets
• Smart contract bugs, vulnerabilities, or exploits
• Failures or outages of third-party services (Turnkey, Solana network, Circle/USDC, wallet providers)
• Force majeure events including natural disasters, pandemics, war, government action, or regulatory seizure
• Solana network outages, congestion, or consensus failures
• Business defaults or inability to repay investors

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising from or relating to these Terms or your use of the Platform shall be resolved through binding arbitration administered in Toronto, Ontario, in accordance with the Arbitration Act, 1991 (Ontario). The arbitration shall be conducted by a single arbitrator. The language of arbitration shall be English.

Small claims exception: Claims under CAD $5,000 may be brought in the applicable small claims court in Ontario.

Nothing in this section prevents either party from seeking injunctive or other equitable relief from any court of competent jurisdiction.

TR8 may suspend or terminate your account immediately and without prior notice if:

• You breach any provision of these Terms
• We detect or suspect money laundering, terrorist financing, or sanctions evasion
• Your identity cannot be verified or you fail to provide requested documentation
• Directed by law enforcement or regulatory authorities
• Your account is flagged by our sanctions screening or transaction monitoring systems

Upon termination, we will provide a reasonable period for you to withdraw your assets, unless prohibited by law. Obligations arising before termination (including outstanding offerings) survive termination.

TR8 may amend these Terms at any time. We will provide at least 30 days notice before general changes take effect, and at least 60 days notice for material adverse changes (including fee increases or new restrictions). Notice will be provided via email and/or on-platform notification.

Your continued use of the Platform after the effective date of any amendment constitutes your acceptance of the revised Terms. If you do not agree with an amendment, you must cease using the Platform and withdraw your assets before the effective date.

For questions about these Terms, privacy requests, or legal inquiries, contact us at:

TR8 Inc.
Toronto, Ontario, Canada
contact@tr8.ca