SDC Affiliate & Structural Compliance

Split 2026-08-27 from MBR/Mktg/Affiliate-Mechanics.md — that note mixed revenue mechanics (moved to SDC/Offerings/Advisor-Firm-Pricing.md) with compliance guardrails (this file). This half matters more for SDC than it did for MBR: leverage is the regulated, controversial topic, not an adjacent retail-banking referral.

The structural rule that keeps the business unlicensed

SDC operates as a software facilitation and mathematical-analysis provider, never as a licensed advisor, broker, or dealer. This is the single most important compliance guardrail in the business — carried over verbatim from MBR’s framing because the underlying regulatory logic is the same, just higher-stakes for leverage.

To scale without direct financial licensing, SDC must avoid operations requiring human-to-human regulated advice. SDC provides software facilitation and mathematical analysis — the client-first $MART DEBT framework and LevPro’s calculations — not investment or lending advice.

Jurisdiction — Canada researched, U.S. still open

Strategic-Plan v2.1 reversed the market order to Canada first, U.S. next, so this section is now split.

Canada — researched 2026-09-07. SSOT: Canada-Leverage-Compliance. That file carries the current CIRO regime per channel, the live leverage disclosure and suitability obligations, the insurance track, and — §4 — the verified version of the structural rule below, with the actual statutory sections under it. It also surfaces one thing this note never had: the “not tailored” registration exemption sits in different instruments depending on province, and Ontario is the exception (NI 31-103 s.8.25 excludes Ontario by its own s.8.25(5); Ontario’s equivalent is Securities Act s.34). Cite that file, not this one, for anything Canadian.

U.S. — still not researched. SDC’s ROADMAP.md states a target market of ~100% U.S. financial advisors, ~0% direct-to-investor; U.S. entry is deferred behind the Canada restart. U.S. equivalents (SEC, FINRA, state-level investment-adviser rules) have not been researched. Do not cite FCAC/PIPEDA/CRA — or the Canadian findings — as governing SDC’s U.S. advisor-facing activity. Tracked in sdc-risks-us-compliance-research and in SDC/Risks/JOB_DESCRIPTION.md UPGRADES.

MBR’s guardrails (FCAC, PIPEDA, CRA) remain precedent and structure only in both jurisdictions — they are Canadian retail-banking rules, not securities or insurance conduct rules, and the Canada SSOT does not rest on them.

MBR guardrails (preserved as structure/precedent only)

• FCAC-style consolidated disclosure standard: marketing copy must accurately reflect live rates/terms; no stale or misleading figures.
• PIPEDA-style consent standard: explicit, unbundled consent before any user/client data is transmitted to a third party.
• CRA-style charitable routing: if SDC ever routes a portion of fees to a charitable pledge (as Cancer50Pledge does), use a split-payment processor so the donor/client receives their own tax receipt directly — avoids corporate tax-auditing issues.

Additional SDC-specific constraint (from SDC/Risks/JOB_DESCRIPTION.md)

No forcing or coercive behavioural/marketing mechanism may be applied to any risk-magnifying leverage strategy — objective, client-first disclosure only. This is stricter than anything in MBR’s guardrails and takes precedence wherever the two would conflict.

Related

• Canada-Leverage-Compliance — SSOT for Canada; §4 is the verified structural rule, §7 the Mktg claim boundary
• SDC/Offerings/Advisor-Firm-Pricing.md — revenue mechanics (the other half of the original MBR note). Open flag: Canada §6.4 finds that paying a registered advisor for client flow converts a software sale into a regulated referral arrangement with client-level disclosure; a flat licence fee does not.
• SDC/Risks/JOB_DESCRIPTION.md — the core risk-tiering constraint
• MBR/Mktg/Affiliate-Mechanics.md — source material, full MBR/Canadian context