Terms of Use

These Terms of Use govern your access to and use of the Railr platform, network, and associated services (collectively, the Platform). The Platform is operated by Railr Inc., a c corporation registered in the State of Wyoming, United States of America. Railr intellectual property is owned by Caradon Enterprises Inc., incorporated in the Republic of Panama, under licence to Railr Inc.

By submitting an application for access, receiving approval to participate in the Railr network, or accessing any part of the Platform, you agree to be bound by these Terms of Use in full. If you do not agree to these terms, you must not access or use the Platform.

These Terms of Use apply to all participants, including institutional trading desks, algorithmic liquidity providers, family offices, and qualified high net worth individuals accessing the Platform in any capacity.

Railr operates as a permissioned technology infrastructure layer for liquidity discovery in digital asset markets.

Railr is not an exchange. The Platform does not operate a public order book, continuous matching engine, or open-access trading venue.

Railr is not a broker or dealer. Railr does not execute trades on behalf of participants, does not take positions in any asset, and does not provide investment advice, financial advice, or recommendations of any kind.

Railr is not a custodian. Railr does not hold, receive, transmit, or settle participant funds, digital assets, or fiat currency at any point.

Railr is not a counterparty. All transactions conducted between participants via the Platform are entered into directly and bilaterally between the relevant participants. Railr is not a party to any transaction executed between participants.

The Platform provides technology for structured request-for-quote workflows, quote distribution, liquidity intelligence, and execution analytics. Railr's routing intelligence determines which liquidity providers receive RFQ requests. Railr does not route, direct, or execute transactions on behalf of participants. The decision to execute any transaction rests solely with the relevant participants.

Access to the Railr Platform is strictly permissioned and subject to application, review, and approval at Railr's sole discretion.

To be eligible for access you must:

• Be a legal entity or individual of sufficient legal capacity to enter into binding agreements.
• Qualify as a professional, institutional, or sophisticated participant as determined by Railr.
• Hold regulatory authorisation, licence, or registration in your home jurisdiction. Network access is currently limited to regulated participants.
• Successfully complete Railr's onboarding, regulatory status verification, KYC, KYB, sanctions screening, and AML verification processes.
• Comply with all applicable laws and regulations in your jurisdiction of incorporation, operation, and residence.
• Not be subject to any sanctions, restrictions, or prohibitions that would prevent lawful participation in the Platform.

Railr reserves the right to decline any application for access without providing reasons. Approval of an application does not create any obligation on Railr to maintain access indefinitely.

By accessing the Platform you agree to:

• Use the Platform solely for lawful purposes and in accordance with these Terms of Use.
• Provide accurate, complete, and up-to-date information during onboarding and throughout your participation on the network.
• Notify Railr promptly of any material change to your identity, ownership structure, regulatory status, or other information provided during onboarding.
• Maintain the confidentiality of your access credentials and notify Railr immediately at security@railr.io if you suspect your credentials have been compromised.
• Comply with all applicable laws and regulations including those relating to anti-money laundering, sanctions, market conduct, and digital asset activity in your jurisdiction.
• Not use the Platform in any way that could damage, disrupt, overload, or impair the Platform or interfere with the experience of other participants.
• Not attempt to circumvent, disable, or interfere with any security or access control feature of the Platform including two-factor authentication, IP whitelisting, or API key controls.
• Not use the Platform to engage in market manipulation, spoofing, layering, wash trading, or any other prohibited trading practice.
• Not reverse engineer, decompile, or attempt to extract the source code of any part of the Platform.
• Not resell, sublicense, or provide access to the Platform to any third party without Railr's prior written consent.

Participants who access the Platform via API are subject to these Terms of Use in full and additionally agree to:

• Use API credentials solely for their own authorised access and not share credentials with any third party.
• Implement IP whitelisting on all production API integrations.
• Use the sandbox environment to validate integrations before production activation.
• Comply with rate limits applied to their API keys and not attempt to circumvent rate limiting controls.
• Notify Railr immediately if API credentials are compromised or suspected to have been accessed by an unauthorised party.
• Scope API key permissions to the minimum level required for their integration.
• Not use API access to systematically extract, scrape, or aggregate network data beyond what is required for their own trading operations.

Railr reserves the right to suspend or revoke API access where usage patterns indicate misuse, abuse, or activity inconsistent with these Terms of Use.

Participants accessing the Platform as liquidity providers additionally agree to:

• Respond to RFQ requests in good faith with executable prices where inventory exists.
• Honour accepted quotes and complete settlement in accordance with agreed terms.
• Maintain the accuracy and reliability of quoted prices.
• Not withdraw or reject accepted quotes except in circumstances of genuine technical failure or force majeure.
• Accept that Liquidity Score assessments are calculated automatically based on objective performance metrics and are used by Railr for routing and visibility decisions.
• Validate all quoting engine integrations in the sandbox environment before production activation.

Railr reserves the right to adjust routing priority, reduce network visibility, or suspend access for liquidity providers whose performance falls below acceptable thresholds.

Nothing on the Platform or in any communication from Railr constitutes investment advice, financial advice, trading advice, or any recommendation to buy, sell, or hold any digital asset, stablecoin, or other instrument.

Participants are solely responsible for their own investment and trading decisions. Railr strongly recommends that participants obtain independent professional advice before making any trading or investment decision.

Participation in digital asset markets involves significant risk including the risk of total loss. Past performance data displayed on the Platform is indicative only and does not guarantee future results.

All intellectual property rights in the Platform, including but not limited to software, technology, algorithms, data, content, design, and documentation, are owned by or licensed to Railr and are protected by applicable intellectual property laws.

Nothing in these Terms of Use grants you any right, title, or interest in or to any intellectual property belonging to Railr except the limited right to access and use the Platform in accordance with these terms.

You must not copy, reproduce, modify, distribute, publish, or create derivative works from any part of the Platform or its content without Railr's prior written consent.

The Railr name, logo, and associated marks are proprietary to Caradon Enterprises Inc. You must not use these marks without prior written authorisation.

By accessing the Platform you acknowledge that you may receive or have access to confidential information relating to Railr's technology, network, participants, pricing data, and operations.

You agree to:

• Keep all confidential information strictly confidential.
• Not disclose confidential information to any third party without Railr's prior written consent.
• Use confidential information solely for the purpose of participating in the Railr network.
• Apply at minimum the same standard of care to protecting Railr's confidential information as you apply to your own confidential information.

This obligation of confidentiality survives termination of your access to the Platform.

Network-level data including aggregated liquidity depth, indicative pricing, LP performance scores, and RFQ flow data as displayed on the Platform are provided for operational purposes only and must not be redistributed, published, or used for any commercial purpose outside of your own trading operations without Railr's prior written consent.

Railr collects and processes data generated through your use of the Platform, including RFQ activity, quote responses, execution outcomes, API request logs, and platform interactions. This data is used to operate the Platform, calculate performance scores, improve network intelligence, maintain audit logs, and meet compliance obligations.

Personal data is processed in accordance with our Privacy Policy available at railr.io/privacy.

Railr may use anonymised and aggregated data derived from Platform activity for operational, analytical, and reporting purposes. Such data will not identify individual participants.

Railr maintains immutable activity logs for all participant network activity. Participants can access and export their own activity logs at any time through the Platform. Logs cover RFQ submissions, quotes received, execution confirmations, settlement instructions, and account access events.

Participants are responsible for maintaining any additional records required by their own regulatory obligations. Railr's activity logs are provided as an operational tool and do not constitute regulatory reporting on behalf of participants.

Railr reserves the right to suspend or terminate your access to the Platform at any time and without prior notice in the following circumstances:

• Breach of any provision of these Terms of Use.
• Failure to maintain compliance with KYC, KYB, or AML requirements.
• Identification on any sanctions list or subject to any regulatory action.
• Conduct that Railr reasonably determines is harmful to the network, other participants, or Railr's reputation.
• Any legal, regulatory, or compliance reason requiring suspension or termination.
• Suspected compromise of access credentials or API keys.
• Unusual or suspicious activity patterns on the account.
• At Railr's sole discretion for any reason.

Railr may also suspend or terminate access with reasonable notice where it decides to discontinue the Platform or a material part of it.

Upon termination, all rights granted to you under these Terms of Use will cease immediately. Provisions that by their nature should survive termination will continue to apply including confidentiality, intellectual property, limitation of liability, and governing law.

The Platform is provided on an as is and as available basis. To the fullest extent permitted by applicable law, Railr makes no representations or warranties of any kind, express or implied, including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement.
• That the Platform will be uninterrupted, error-free, or free from vulnerabilities or harmful components.
• That any data, pricing information, liquidity intelligence, or depth preview displayed on the Platform is accurate, complete, or current.
• That API connections will be available without interruption or latency.
• That the Platform will meet your requirements or expectations.

Participants access and use the Platform entirely at their own risk.

To the fullest extent permitted by applicable law, Railr, its directors, officers, employees, agents, and affiliates shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, data, goodwill, or business opportunity.
• Losses arising from any transaction executed between participants on the network.
• Losses arising from reliance on any pricing data, liquidity intelligence, depth preview, or performance information displayed on the Platform.
• Losses arising from API downtime, latency, or connectivity issues.
• Losses arising from unauthorised access to your account, API keys, or data.
• Any interruption, suspension, or termination of the Platform.

In no event shall Railr's total aggregate liability to any participant exceed the amount paid by that participant to Railr in the twelve months immediately preceding the event giving rise to the claim, or USD 1,000 where no fees have been paid.

Nothing in these Terms of Use shall exclude or limit liability for fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

You agree to indemnify, defend, and hold harmless Railr, its directors, officers, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses including reasonable legal fees arising out of or in connection with:

• Your use of or access to the Platform.
• Your breach of these Terms of Use.
• Your violation of any applicable law or regulation.
• Any transaction entered into by you through the Platform.
• Any claim by a third party arising from your participation in the network.
• Any misuse of API credentials issued to your account.

Railr shall not be liable for any failure or delay in the performance of its obligations under these Terms of Use where such failure or delay results from circumstances beyond Railr's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action, regulatory intervention, power failure, internet or telecommunications outages, cyberattacks, distributed denial of service attacks, or failure of third party service providers including cloud infrastructure, KYC providers, or network connectivity providers.

Railr reserves the right to amend these Terms of Use at any time. Where amendments are material, Railr will provide reasonable notice to active participants. Continued use of the Platform following notification of amendments constitutes acceptance of the revised terms.

The current version of these Terms of Use is always available at railr.io/terms. The date at the top of this document indicates when the terms were last updated.

These Terms of Use and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of Wyoming, United States.

The parties agree to submit to the exclusive jurisdiction of the courts of the State of Wyoming for the resolution of any dispute arising under or in connection with these Terms of Use, except that Railr reserves the right to seek injunctive or other equitable relief in any jurisdiction where necessary to protect its intellectual property or confidential information.

These Terms of Use, together with the Privacy Policy at railr.io/privacy and the Cookies Policy at railr.io/cookies, constitute the entire agreement between you and Railr with respect to your access to and use of the Platform and supersede all prior agreements, representations, and understandings relating to the same subject matter.

If any provision of these Terms of Use is found to be invalid, unlawful, or unenforceable, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect.

No waiver by Railr of any breach of these Terms of Use shall constitute a waiver of any subsequent breach.

For any questions regarding these Terms of Use please contact legal@railr.io.

The Railr network is operated by Railr Inc., a c corporation registered in the State of Wyoming, United States of America. Railr intellectual property is owned by Caradon Enterprises Inc., incorporated in the Republic of Panama, under licence to Railr Inc.