Términos de servicio (EE. UU.)

Terms of Service (US)

Effective Date: November 5, 2026.

NOTICE TO EXISTING US CLIENTS MIGRATING FROM LEDN CAYMAN SEZC INC.: THESE TERMS OF SERVICE (“TERMS”) REPLACE YOUR PREVIOUS TERMS OF SERVICE, DIGITAL ASSET TRANSACTION ACCOUNT TERMS AND TRADING TERMS, AND YOUR SOLE AND EXCLUSIVE COUNTERPARTY (OTHER THAN WITH RESPECT TO ANY PRE-MIGRATION LOANS) IS NOW LEDN US LLC. BY CONTINUING TO USE THE PLATFORM, YOU ACCEPT THESE TERMS. IF YOU DO NOT AGREE, STOP USING THE PLATFORM AND WITHDRAW YOUR ACCOUNT BALANCE AS DESCRIBED IN SECTION 5.3. IF YOU HAVE A LOAN, YOUR LOAN AGREEMENT IS NOT AFFECTED.

ARBITRATION NOTICE: IF YOU ARE AN INDIVIDUAL, SECTION 20.2 REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION INSTEAD OF IN COURT, AND YOU AND LEDN US GIVE UP THE RIGHT TO A JURY TRIAL AND TO ANY CLASS OR OTHER REPRESENTATIVE PROCEEDING, UNLESS YOU OPT OUT WITHIN 30 DAYS AFTER OPENING YOUR LEDN ACCOUNT (OR, FOR EXISTING CLIENTS, WITHIN 30 DAYS AFTER THE EFFECTIVE DATE HEREOF) AS DESCRIBED IN SECTION 20.2(j). LEGAL ENTITIES ARE BOUND BY SECTION 20.3 AND CANNOT OPT OUT.

1. Acceptance of these Terms

1.1 These Terms are a binding agreement

By opening a Ledn Account, or by accessing or using Ledn US's website at https://ledn.io/ and its subdomains, or Ledn US's mobile application which can be downloaded from the Apple App Store or Google Play Store ("Ledn Mobile App") (collectively, the "Platform"), you agree that you have read, understood, and accept these Terms of Service ("Terms"), which form a legally binding contract between you and Ledn US. You acknowledge that the following additional Ledn US terms and conditions are incorporated into these Terms by reference: (a) Privacy Policy (US); (b) Risk Disclosure Statement; (c) Disclaimers; (d) Rates and Fees Schedule; (e) Ineligible Jurisdictions; and (f) Electronic Consent. Your access and use of the Platform or the Services is expressly conditioned on your acceptance of and compliance with these Terms. IF YOU DO NOT AGREE WITH ANYTHING CONTAINED IN THESE TERMS, PLEASE DO NOT OPEN A LEDN ACCOUNT OR ACCESS OR USE THE PLATFORM OR THE SERVICES.

1.2 Your counterparty

In these Terms, users of the Platform and holders of Ledn Accounts (as defined in Section 23) are referred to as "you" or "your". Your sole and exclusive counterparty to these Terms is Ledn US LLC, a Delaware limited liability company (“Ledn US”) . Where these Terms refer to Ledn US’s affiliates, they mean any entity that controls, is controlled by, or is under common control with Ledn US. Ledn US’s affiliates are not parties to these Terms, but they may rely on Sections 13, 17 and 18 as if they were.

2. Services and eligibility

In these Terms, “Services” means the products and services that Ledn US makes available through the Platform, including your Ledn Account, your Transaction Account, the Trade Function and access to Loans. Not every Service is available to every client. Ledn US may offer additional products or services on the Platform from time to time, which will be governed by these Terms and by any additional terms that Ledn US makes available for them.

To open and maintain a Ledn Account you must: (a) if you are an individual, be at least 18 years old and the age of majority in your state of residence, and reside in the United States or any territories thereof; or (b) if you are a legal entity, be formed in, or have your principal place of business in, the United States and act through an individual who is authorized to bind you. Not all Services are available in all states, and the availability of any Service may vary depending on where you live or where you are formed. Ledn US may, in its sole discretion, restrict access to any Service in any state or jurisdiction at any time, whether to comply with Applicable Law or for any other reason.

The availability of Ledn US's Services is subject to change from time to time without notice. Ledn US reserves the right at any time to modify or discontinue one or more Services (or any part thereof) without notice. Ledn US will not be liable to you for any such modification or discontinuance of any Service.

3. Opening your Ledn Account and identity verification

3.1 Important information about procedures for opening a new account

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: when you open a Ledn Account, Ledn US will ask for your name, address, date of birth, and other information that will allow Ledn US to identify you. Ledn US may also ask to see your driver's license or other identifying documents. If you are opening a Ledn Account for a legal entity, Ledn US will also ask for the name, address, date of birth, and identifying documents of each beneficial owner and of an individual with significant control over the entity.

3.2 Know-your-client ("KYC") verification

You may open a Ledn account ("Ledn Account") at https://platform.ledn.io/signup. As part of Ledn US's anti-money laundering and counter-terrorist financing compliance program ("AML Program") and Applicable Law, Ledn US is required to obtain, verify, and record certain KYC information about you. Ledn US's AML Program is designed to prevent the use of Ledn US's Services for money laundering or terrorist financing activities. Ledn US takes all necessary steps to prohibit fraudulent transactions, report suspicious activities, and prevent money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes, among others. As such, you shall provide Ledn US with all information required by Ledn US for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes, and permit Ledn US to keep a record of such information. You shall complete certain verification procedures before you are permitted to use Ledn US's Services. Your access to the Platform and Services and any limits that may apply to your use thereof may be altered as a result of information Ledn US collects about you on an ongoing basis.

The information Ledn US requires from you may include certain personal information, including your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number), as applicable. In providing Ledn US with this or any other information that may be required, you confirm that the information is true, accurate, current, non-misleading, and complete. You agree to keep Ledn US updated if any of the information you provide changes. You authorize Ledn US to make inquiries, whether directly or through third parties, that Ledn US considers necessary to verify your identity or protect you or Ledn US against fraud or other financial crime, and to take action Ledn US reasonably deems necessary based on the results of such inquiries. When Ledn US carries out these inquiries, you acknowledge that your personal information may be disclosed to fraud prevention, regulatory, or financial crime agencies.

3.3 Ongoing monitoring

Ledn US will monitor your Ledn Account, your use of the Platform, and review your personal information on an ongoing basis as may be required by Applicable Law or pursuant to Ledn US's internal policies and procedures. At any time, Ledn US may require you to provide Ledn US with additional information as a condition to your continued access to and use of your Ledn Account and the Platform. During such time, your access to and use of your Ledn Account may be temporarily restricted.

3.4 Biometrics

If you use the Ledn Mobile App on your mobile device, you may choose to enable the biometrics feature within the Ledn Mobile App to authenticate your identity to log into your Ledn Account. By choosing to enable biometrics in the Ledn Mobile App, you acknowledge and agree that: (a) your biometric information is stored on your mobile device only and is never shared with, used, accessed, or stored by Ledn US; (b) you will not enable biometrics in the Ledn Mobile App if there is any biometric information of any other individuals stored on your mobile device or if you share your mobile device with any other individuals; (c) you accept responsibility for all transactions in your Ledn Account that are carried out through the Ledn Mobile App while the biometrics feature is enabled, regardless of whether the transaction was completed by you or any person with biometric information saved in your mobile device; and (d) in no event will Ledn US be liable for any damages arising out of or related to your enablement of biometrics in the Ledn Mobile App. You may choose to disable the biometrics feature at any time within the Ledn Mobile App.

4. Access to the Platform and security

4.1 Access to the Platform

To access the Platform, you must have the necessary equipment (such as a smartphone or laptop) and the associated telecommunication service subscriptions to access the Internet. Access to the Platform may become degraded or unavailable during times of significant volatility or volume. This could result in your inability to conduct transactions for periods of time and may also lead to support response time delays. Although Ledn US strives to provide you with excellent service, Ledn US does not represent that the Platform or Services will be available without interruption and Ledn US does not guarantee that any transaction will be executed, accepted, or recorded. Ledn US will not be liable to you for any losses resulting from or arising out of transaction delays. You acknowledge that with respect to the Ledn Mobile App, you may not have access to all the Services, features, functionalities, content, or information found on Ledn US's website.

4.2 Security

Please note that no technology can be considered completely secure or impenetrable and internet protocols and other public and/or proprietary technology used or accessed by the Platform may be vulnerable to exploitation or compromise by persons engaged in hacking or criminal conduct. Subject to Applicable Law, Ledn US will not be liable to you for any such exploitation or criminal conduct by third parties.

Attacks upon the digital asset industry are increasing in their frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors. Although Ledn US has developed systems and processes designed to protect the data Ledn US manages, prevent data loss and other security breaches, effectively respond to known and potential risks, and expects to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks.

Ledn US's security technology is designed to prevent, detect, and mitigate inappropriate access to Ledn US's systems, by internal or external threats. Ledn US believes it has developed and maintained reasonable administrative, technical, and physical safeguards designed to comply with Applicable Law and industry standards. However, it is nevertheless possible that hackers, employees, service providers, or others acting contrary to Ledn US's policies and procedures could circumvent these safeguards to improperly access Ledn US's systems or documents, or the systems or documents of Ledn US's business partners, agents, or service providers, and improperly access, obtain, or misuse client digital assets and funds. The methods used to obtain unauthorized access, disable, or degrade service or sabotage systems are also constantly changing and evolving and may be difficult to anticipate or detect for long periods of time.

4.3 Account Credentials and Client Security Breaches

You are solely responsible for maintaining adequate security and control of any and all login IDs, passwords, private keys, personal identification numbers (PINs), and any other codes or account credentials that you use to access your Ledn Account ("Account Credentials"). You shall keep your Account Credentials confidential and not authorize any third party to access or use your Ledn Account on your behalf, unless Ledn US provides an approved mechanism for such access or use. You shall prevent unauthorized access to or use of your Ledn Account and promptly notify Ledn US at support@ledn.io of any actual or suspected unauthorized access, use, or security breach of your Ledn Account, system, or network ("Client Security Breach") as soon as possible. Upon confirming receipt of such notice, Ledn US shall take reasonable steps to protect your Ledn Account, including, for example, by temporarily restricting access to your Ledn Account, suspending any pending transactions, or requiring you to change your Account Credentials. You shall promptly report any Client Security Breach to the relevant legal authorities if you are required to do so by Applicable Law, and provide Ledn US a copy of any report prepared by such legal authorities.

You shall fully cooperate with Ledn US in its internal investigation of a Client Security Breach and provide Ledn US with the results of any third-party forensic investigation that you undertake. If an investigation of a Client Security Breach is conducted by relevant legal authorities, you further agree to (i) fully cooperate with such legal authorities and Ledn US in such investigation; (ii) complete any required affidavits promptly, accurately and thoroughly; and (iii) allow such legal authorities access to your mobile device, computer, and network as may be required in such investigation. Failure to cooperate in any such investigation may cause delays in regaining access to your Ledn Account and any digital assets or funds held within.

4.4 Your responsibility for activity in your Ledn Account

You are solely responsible for all activity that occurs in connection with your Ledn Account, whether or not authorized by you, and for maintaining the confidentiality of your Account Credentials. Ledn US will not be liable to you or any other person for acts or omissions made or committed by you, your agent, representative, or third-party service provider in respect of your Ledn Account.

4.5 Risk Disclosure Statement and Disclaimers

In connection with your access and use of your Ledn Account, the Platform, and the Services, you hereby acknowledge that you have read and understood the Risk Disclosure Statement and Disclaimers.

5. Your Transaction Account

5.1 Your Transaction Account

When you open a Ledn Account and complete Ledn US's KYC verification process, Ledn US will open a Transaction Account for you and show its wallet address in your Ledn Account. A Transaction Account allows you to (a) transfer Supported Digital Assets from your external wallet address to Ledn US to access other Digital Asset products and services provided by Ledn US or its affiliates; (b) withdraw Supported Digital Assets from Ledn US to your external wallet address; and (c) use the Trade Function described in Section 6.

Only certain select Digital Assets, as determined by Ledn US from time to time, are eligible to be held in a Transaction Account (each a "Supported Digital Asset"), which may include stablecoins. Ledn US may, in its sole discretion, add, suspend, or remove Supported Digital Assets eligible to be held in a Transaction Account at any time.

Ledn US reserves the right to deny you a Transaction Account where Ledn US determines, in its sole discretion, that it is unable to offer you a Transaction Account for legal or regulatory reasons. If your Transaction Account is denied or otherwise closed by Ledn US, Ledn US will return the Account Balance to you unless such transfer is prohibited or required to be withheld under Applicable Law.

5.2 Transferring Supported Digital Assets to your Transaction Account

You may transfer Supported Digital Assets from your external wallet address to your Transaction Account wallet address as shown in your Ledn Account ("Transferred Digital Assets"). Such transfer of Supported Digital Assets to your Transaction Account may not be deemed to be settled and completed until (a) the transaction has been recorded in a block and eight (8) consecutive subsequent blocks referring back to such block, meaning nine (9) blocks in total have been added to the applicable blockchain; or (b) the transaction has met a different protocol for a specific Digital Asset that Ledn US has agreed to.

You agree that you will only transfer Transferred Digital Assets to your Transaction Account from an external wallet address that belongs to you and not a third party, and you hereby acknowledge that Ledn US is relying on such representation made by you in providing you with a Transaction Account. Ledn US may verify that the external wallet address belongs to you, and a transfer will not be settled and completed until it has passed Ledn US’s compliance procedures further described in Section 5.7.

5.3 Withdrawing Transferred Digital Assets from your Transaction Account

You may request a partial or complete withdrawal of Transferred Digital Assets from your Transaction Account to an external wallet address ("External Transfer") at any time, subject to minimum and maximum withdrawal limits as specified in the Rates and Fees Schedule; however, Ledn US may take up to seven (7) days to fully process any withdrawal request (the "Withdrawal Processing Time"). Please note that in processing your withdrawal request, in accordance with Ledn US's AML Program, Ledn US may request a video call with you to obtain additional information and confirm certain details regarding your withdrawal request. An External Transfer may also be delayed beyond the Withdrawal Processing Time, or declined, as described in Section 5.7. Ledn US is not responsible for any loss or damage you may incur arising out of or related to the Withdrawal Processing Time.

Ledn US may charge you a fee to process an External Transfer. Any such withdrawal fee that Ledn US may charge from time to time will be disclosed in the Rates and Fees Schedule.

External Transfers may incur network fees (such as miner or gas fees). To the extent possible, Ledn US will try to give you a choice of which network fees your transaction will incur (which will generally be based on the speed of the transaction). Ledn US is not responsible in any way for the speed of the transfer or for any delays whatsoever, including any delays related to network or blockchain conditions or congestion.

You will be responsible for any blockchain or network fees charged by third parties in connection with your External Transfer, and any such fees, together with Ledn US's fees, if any, will be deducted from the Transferred Digital Assets withdrawn from your Transaction Account.

For all External Transfers, you will be required to provide details of the external wallet address to which you are requesting a withdrawal of Transferred Digital Assets, subject to the safelisting procedure set out in Section 5.6 below. If such External Transfer details provided by you are inaccurate, incomplete, or misleading, the Transferred Digital Assets may be permanently lost. Ledn US will not be liable to you for any loss related to such inaccurate, incomplete, or misleading External Transfer details that you provide. If the external wallet address that you provide is one to which Ledn US is unable to process transfers, Ledn US will not be responsible for any loss or damage you may incur as a result of a failure or delay in processing your External Transfer request.

You agree that you will only withdraw Transferred Digital Assets from your Transaction Account to an external wallet address that belongs to you and not a third party, and you hereby acknowledge that Ledn US is relying on such representation made by you in providing you with a Transaction Account.

5.4 Transfer of legal and beneficial ownership of Transferred Digital Assets

You hereby acknowledge and agree that full legal and beneficial ownership of Transferred Digital Assets shall transfer to Ledn US when you transfer such Transferred Digital Assets into a Transaction Account. Consequently, you agree that (i) any and all legal and beneficial right, title, and interest in and to the Transferred Digital Assets shall vest in Ledn US free and clear of any Lien or any other interest you or any third party may have; (ii) neither Ledn US nor any other person is safekeeping or administering such Transferred Digital Assets on your behalf, or otherwise providing any form of custodial service to you in relation to such Transferred Digital Assets; and (iii) Ledn US's obligation to you in relation to such Transferred Digital Assets will be a contractual obligation to return an equivalent amount of Transferred Digital Assets to you upon a withdrawal request made by you in accordance with these Terms.

Ledn US will not lend, sell, invest, or otherwise use any amount of Transferred Digital Assets held in a Transaction Account.

5.5 Third-Party Custodian

When you transfer Transferred Digital Assets to a Transaction Account in accordance with these Terms, such Transferred Digital Assets will initially be transferred to a custodial wallet held at Ledn US's Third-Party Custodian. Ledn US's Third-Party Custodian is BitGo Bank & Trust, National Association, a national banking association chartered under the laws of the United States and authorized by the Office of the Comptroller of the Currency (“BitGo Trust”), or any other custodian that Ledn US may appoint to provide Digital Asset safekeeping services for Ledn US from time to time. Ledn US may change the Third-Party Custodian without prior notice to you. You acknowledge that, further to Section 5.4, Ledn US's custody account at the Third-Party Custodian will be opened and maintained for and on behalf of Ledn US and not you.

Notwithstanding the foregoing, you acknowledge that Transferred Digital Assets may not always be held in a custodial wallet at the Third-Party Custodian for and on behalf of Ledn US, and may from time to time be held by Ledn US in non-custodial wallets ("Hot Wallets") outside of the Third-Party Custodian for operational purposes. You acknowledge that such Hot Wallets are controlled by Ledn US, acting on its own behalf, and neither Ledn US nor any other person is safekeeping or administering any Transferred Digital Assets, or otherwise providing any form of custodial service, to you in relation to such Transferred Digital Assets that may be held in such Hot Wallets from time to time.

5.6 Enhanced safety and safelisting external wallet addresses

Ledn US's safelisting feature is an enhanced security option which allows you to pre-authorize external wallet addresses for External Transfers (each a "Safelisted Address"). When one or more Safelisted Address has been activated for your Ledn Account, External Transfers will only be permitted to such Safelisted Addresses.

Each time you add or remove a Safelisted Address, your Transaction Account will automatically enter into a mandatory 48-hour cool-down period (the "Cool-Down Period") during which External Transfers will be restricted.

You hereby acknowledge that you will not be able to withdraw Transferred Digital Assets to any external wallet addresses during the Cool-Down Period. Ledn US will not be responsible for any loss or damage you may incur arising out of or related to such External Transfer restrictions during the Cool-Down Period.

5.7 Holds and restrictions involving your Transaction Account

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All transfers into and out of your Transaction Account are subject to Ledn US’s compliance procedures under its AML Program and internal compliance and risk policies, including blockchain screening, verification of external wallet ownership and the information-sharing requirements for digital asset transfers commonly known as the Travel Rule. A transfer may not appear in your Transaction Account until such procedures have been satisfied.

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If: (a) a third party makes a claim on your Transaction Account; (b) Ledn US receives conflicting instructions from more than one authorized user of your Ledn Account; or (c) Ledn US becomes involved in a legal dispute concerning you, Ledn US may, in its sole discretion, act in a manner it believes to be appropriate in the circumstances, including by suspending, restricting, or closing your Transaction Account in accordance with these Terms. You will be liable for all expenses and fees Ledn US incurs in connection with any such conflicts or disputes, including reasonable attorney fees, and you hereby acknowledge that Ledn US may deduct such amounts from your Transaction Account.

6. Trading through your Transaction Account

6.1 Scope of this Section

This Section 6 applies to trades made using the trade function on your Transaction Account (the "Trade Function").

6.2 Availability

The Trade Function is only available in select US states and territories. Ledn US reserves the right, in its sole discretion, to restrict access to the Trade Function in any state at any time, whether due to Applicable Laws or for any other reason.

6.3 The Trade Function

You may use the Trade Function to exchange an amount of one Supported Digital Asset for another Supported Digital Asset.

On the Trade Function, a trade quote (each a "Trade Quote") is generated once you input the specific amount of a Supported Digital Asset that you wish to trade and click the "Preview Order" button. A Trade Quote may not reflect the best price in active (spot) digital asset trading markets. The Trade Quote, or the price at which you can trade, includes a spread that may be above or below the market prices sourced from third parties ("Spread"). Ledn US may, in its sole discretion, change such Spread from time to time based on market conditions. The Spread may be different for different types of Supported Digital Assets.

Once you have clicked the "Preview Order" button a new window will appear summarizing the terms of the trade (the "Trade Summary Page"). On the Trade Summary Page, you may submit your trade order ("Trade Order") within the pre-determined trade acceptance window displayed to you ("Trade Acceptance Window") by clicking the "Submit" button. If you do not submit a Trade Order within the Trade Acceptance Window, an updated Trade Quote will be automatically generated.

Ledn US reserves the right to accept or refuse any Trade Order you place, at any time in its sole discretion, and you acknowledge that a binding trade (a "Trade") will only be deemed to have occurred when Ledn US has accepted and confirmed your Trade Order by noting the Trade as "Confirmed" in your Transaction Account. You acknowledge that you and Ledn US will be entering into each Trade in a principal capacity and on a proprietary basis. Ledn US will not be liable whatsoever for refusing, delaying or rejecting a Trade Order. You acknowledge and agree that, subject to Section 6.5, once a Trade is Confirmed in your Transaction Account it is final, binding, and irreversible.

6.4 Trade limits

Each Trade is currently limited to US$3,000,000 (or the equivalent value of the Supported Digital Asset). There is also an aggregate daily Trade value limit of US$10,000,000.

6.5 Manifestly erroneous Trade Quotes

If a Trade Quote was generated as a result of an error in the pricing data that Ledn US receives from third parties, a malfunction of the Platform, or another technical error, such that the Trade Quote was manifestly inconsistent with the prevailing market price of the Supported Digital Asset at the time (an "Erroneous Quote"), Ledn US may, within twenty-four (24) hours after the Trade is Confirmed, cancel the Trade and restore the Supported Digital Assets exchanged to your Transaction Account, or, with your agreement, amend the Trade to the price that would have applied but for the error. Ledn US will notify you by email of any cancellation or amendment under this Section. A simple assertion by you that you made a mistake in entering a Trade Order is not sufficient to make a Trade Quote an Erroneous Quote. Ledn US will not be liable to you for any loss arising from an Erroneous Quote or from a cancellation or amendment under this Section.

6.6 Self-directed trading activity

Your use of the Trade Function and any trading activity is self-directed. That means that you are solely responsible for all Trades. You acknowledge and agree that any decision you make in using the Trade Function does not rely on any advice from Ledn US and is at your own risk. You must determine the suitability of any trade and risk associated with your use of the Trade Function. Ledn US is not your broker, intermediary, agent, or advisor and Ledn US has no fiduciary relationship or obligation to you in connection with any decision or trade effected by you using the Trade Function.

7. Hard Forks and airdrops

7.1 What a Hard Fork is

Any blockchain or similar technology may undergo software updates from time to time, which will result in a permanent divergence in the blockchain (a "Hard Fork") and cause the Digital Asset on that blockchain to split into two separate and distinct blockchains: the legacy Digital Asset, and a new Digital Asset (the "New Digital Asset") which is issued to those holders of the legacy Digital Asset on the date of the Hard Fork. A Digital Asset network may also distribute a new Digital Asset to holders of an existing one without a Hard Fork (an "Airdrop").

7.2 Your Transaction Account

In the event of a Hard Fork or Airdrop affecting a Transferred Digital Asset, the support of any New Digital Asset or airdropped Digital Asset in your Transaction Account is solely at Ledn US's discretion. If Ledn US makes no public announcement regarding an attempted Hard Fork, Ledn US will not support the New Digital Asset, in which case all Transaction Accounts will be denominated in the legacy Digital Asset. In the event that a Hard Fork achieves the required consensus, it is possible that Ledn US will only support the New Digital Asset and will discontinue Ledn US's support of the legacy Digital Asset. Ledn US is not obligated to monitor or maintain balances of any New Digital Asset or airdropped Digital Asset issued to holders of the applicable Digital Asset or to credit you for its value. All determinations regarding Hard Forks and Airdrops shall be made by Ledn US in Ledn US's sole discretion and in accordance with all Applicable Law.

8. Taxes

You will be able to see a record of the transactions in your Transaction Account, including Trades, in your Ledn Account. You may wish to use such records for the purposes of making any required tax filings or payments. It is your responsibility to determine what taxes apply to the transactions you make through the Platform and to appropriately report and remit any such taxes to the appropriate tax authority. Except as set out below, Ledn US is not responsible for determining whether any taxes apply to you or for collecting, reporting, or remitting any taxes arising from any transaction in your Transaction Account or any Trade. You hereby release Ledn US from any and all tax liabilities that may arise from any transactions that you carry out on the Platform.

Ledn US will prepare and furnish you with any Form 1099-DA or other tax form that it is required to provide to you under Applicable Law in respect of your transactions on the Platform, and will report the information on those forms to the Internal Revenue Service and any other tax authority as required by Applicable Law. To enable Ledn US to do so, you agree to provide Ledn US with a completed Form W-9 or other applicable tax form and your correct taxpayer identification number when requested, and to update them if they change. If you do not, or if the Internal Revenue Service so requires, Ledn US may be required to apply backup withholding to proceeds or payments due to you, which Ledn US will remit to the Internal Revenue Service and cannot refund to you.

9. Dormant accounts and unclaimed property

If your Transaction Account is inactive or dormant for the period specified under the unclaimed property law of your state of residence, Ledn US may be required to report and deliver the Account Balance to that state as unclaimed property. In that event, Ledn US will give you any notice required by Applicable Law and will deal with the Account Balance as that law requires, which may include converting Transferred Digital Assets to US dollars before delivering them to the state. Ledn US will not be liable to you for any loss, unrealized gain, or other harm arising from Ledn US's compliance with unclaimed property laws.

10. Fees

Ledn US may, in its sole discretion, charge you fees for the Services. Ledn US will provide you with prior notice of any new fee and will disclose all of Ledn US's fees in the Rates and Fees Schedule, which may be updated from time to time in accordance with Section 16. You authorize Ledn US to deduct any fee or other amount you owe Ledn US or its affiliates from your Transaction Account, from the Transferred Digital Assets withdrawn in an External Transfer, or from any amount Ledn US or its affiliates owe you. Fees relating to your Loan are set out in your Loan Agreement.

11. Suspending, restricting, or closing your Ledn Account

Notwithstanding any other provision of these Terms, Ledn US may suspend, restrict, or terminate your access to or use of your Ledn Account, your Transaction Account or any Service, or withhold or delay an External Transfer or other request, if you fail to comply with these Terms, or if, in Ledn US's sole discretion, such action is reasonably necessary to comply with: (a) Ledn US's AML Program; (b) valid court orders, law enforcement or regulatory requests; (c) requirements under Applicable Law; (d) internal controls to prevent and investigate fraud or suspicious transactions; or (e) other security reasons. You hereby acknowledge that Ledn US's decision to take such actions may be based on confidential criteria and reasons related to Ledn US's risk management, legal, regulatory and security protocols, and Ledn US is under no obligation to disclose any of the foregoing to you.

Ledn US may suspend or restrict your Ledn Account or Transaction Account for any period of time that is reasonably necessary to resolve any of the above-noted matters. In such circumstances, External Transfers and other requests may not be processed until such matter is resolved. Ledn US may close your Ledn Account or Transaction Account in accordance with this Section at any time without advance notice. If your Transaction Account has an Account Balance when Ledn US closes it, Ledn US will return such Account Balance to you unless such transfer is prohibited under Applicable Law. If your Ledn Account has any other account balances associated with the Services when Ledn US closes it, Ledn US will return such account balances to you pursuant to the terms of such Services unless such transfer is prohibited under Applicable Law.

12. Your representations, warranties and covenants

As a material inducement for Ledn US to provide you with a Ledn Account, a Transaction Account and the other Services under these Terms, you hereby make the following representations, warranties and covenants to Ledn US as of the date you accept these Terms and as of each date you transfer Supported Digital Assets into your Transaction Account or use a Service, and such representations, warranties and covenants are deemed to be made continuously for as long as your Ledn Account is open, provided, however, that those representations and warranties expressly referring to another specific date shall be true and correct as of such date:

(a) If you are a legal entity, (i) you are duly incorporated or organized, validly existing and in good standing under the laws of your jurisdiction of incorporation or organization, (ii) you have the legal capacity or power and authority to own all of your property and carry on your business and to agree to these Terms and to perform your obligations hereunder, (iii) you are duly licensed and qualified and, if applicable, in good standing in each jurisdiction in which the nature of the business conducted by you or the nature of the property owned or leased by you requires such licensing or qualification, (iv) you have taken all necessary action to authorize the opening of your Ledn Account and Transaction Account and the acceptance and performance of these Terms and there are no provisions in any shareholder agreement or the constating documents which restrict or limit your powers to agree to and accept these Terms, and (v) these Terms constitute valid and legally binding obligations enforceable against you in accordance with their respective terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought;

(b) If you are an individual, you are the age of majority in your state of residence, and in any case, you are at least 18 years old, and you have the capacity to enter into and perform your obligations under these Terms;

(c) You are not insolvent and are not subject to an Act of Insolvency;

(d) No consent, approval, order, license or exemption from or filing with or registration with any governmental authority nor any approval of any other Person, is or will be required as a condition to (i) the acceptance of these Terms, (ii) your use of your Ledn Account, your Transaction Account or any other Service, or (iii) the validity or enforceability of these Terms;

(e) The entry into, and performance under, these Terms do not (i) if you are a legal entity, violate, contravene or conflict with any provision of any of your organizational, constitutive, operative, or governing documents, (ii) violate, contravene or constitute a default under any order, decree or judgment, or any provision of any Applicable Law, in each case applicable to the Transferred Digital Assets, (iii) violate, contravene or conflict with, result in a breach of or constitute (with notice or lapse of time or both) a default under, any agreement, mortgage, indenture or contract to which you are a party or by which you or any of your property is bound, or (iv) result in the creation or imposition of any Lien of any kind on the Transferred Digital Assets;

(f) You have good and marketable legal and beneficial title to all of your Transferred Digital Assets, free and clear of any and all Liens and claims of any Person, and there is no agreement, option or other right or privilege outstanding or agreed to be created in favor of any Person for the purchase or transfer from you of any of your Transferred Digital Assets, or the creation of any Lien in your Transferred Digital Assets. You will not create or allow any Lien or claims of any Person on your Transferred Digital Assets, other than those created by these Terms. You have the power to transfer the Transferred Digital Assets to Ledn US pursuant to these Terms and there are no restrictions on the transfer of such Transferred Digital Assets, other than those created by these Terms;

(g) There are no actions, suits, litigation or proceedings, at law or in equity, in progress or pending or threatened by or against you before any court, administrative agency or arbitrator or any other Person which could affect your present or prospective ability to agree to these Terms or affect your Transferred Digital Assets, and you are not aware of any existing grounds on which any such claim or proceeding might be commenced. You are not in default with respect to any judgment, order, injunction, decree or award;

(h) You are, and at all times while your Ledn Account is open, will be in compliance with all Applicable Laws;

(i) You will notify Ledn US in writing prior to: (i) if you are an individual, making any change to your address of residence; or (ii) if you are a legal entity (that is, not an individual), making any change in your principal place of business or jurisdiction of formation;

(j) You have never been previously suspended or removed from the Platform or had your Ledn Account closed by Ledn US or any of its affiliates;

(k) You will use your Ledn Account and your Transaction Account only for yourself, and not on behalf of any third party, and you will not transfer Supported Digital Assets to, or withdraw them from, your Transaction Account on behalf of any third party;

(l) All information, materials, data, content, or documents you provide or make available to Ledn US is and will remain true, accurate, current, non-misleading, and complete. You will maintain and update all personal information you provide to Ledn US to ensure it is true, accurate, current, non-misleading, and complete at all times;

(m) You will keep all login details, user account, and passwords secure at all times and will not allow anyone else to access your Ledn Account;

(n) You have a sophisticated understanding of digital assets and the technology that underlies them;

(o) You agree that you are and will remain solely liable for all the activity that occurs in connection with your Ledn Account;

(p) Neither you nor, if applicable, any of your affiliates or officers, directors, agents (i) has violated any Anti-Terrorist Financing and Anti-Money Laundering Laws; (ii) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development's Financial Action Task Force on Money Laundering; (iii) is the target of any economic or financial sanctions or trade embargoes administered by the United States of America or Canadian governments, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC") or the United States Department of State, or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs; (iv) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act or any other law; (v) conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any person described in clauses (iii) or (iv) above; (vi) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorist Financing and Anti-Money Laundering Laws; or (vii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorist Financing and Anti-Money Laundering Laws;

(q) None of your Transferred Digital Assets represent proceeds of crime for the purposes of Anti-Terrorist Financing and Anti-Money Laundering Laws and you acknowledge that Ledn US may be required by Anti-Terrorist Financing and Anti-Money Laundering Laws to disclose your name and other information relating to these Terms, and to the best of your knowledge, your Transferred Digital Assets (i) have not been and will not be derived from or related to any activity that is deemed criminal under the laws of the United States of America or any other jurisdiction and (ii) are not being tendered by or on behalf of a Person who has not been identified to Ledn US;

(r) None of the transactions contemplated hereby will violate Sanctions Laws;

(s) You and, as applicable, your affiliates or officers, directors, brokers or agents and their affiliates are in compliance with Anti-Corruption Laws, and no such Person is aware of or has taken any action, directly or indirectly, that would result in a violation by you or, as applicable, your respective directors, officers, agents or employees of Anti-Corruption Laws; and

(t) You will not transmit to or make available on or upload any information to the Platform that: (i) is commercial or promotional in nature; (ii) is unlawful, harmful, deceptive, or otherwise violates the legal rights or privacy of others; (iii) is capable of giving rise to legal action whether against you or Ledn US; (iv) infringes any patent, trademark, trade secret, copyright, or other property rights of any party; (v) impersonates any person or entity; or (vi) contains viruses, malware or any program, code or technology designed to disrupt, intercept, impair or destroy the functionality of the Platform or its software, data or network.

You hereby acknowledge that in providing you with the Services, Ledn US is relying on all representations, warranties and covenants made by you under these Terms. You further acknowledge that all such representations, warranties and covenants will survive your acceptance of these Terms, will be continuing in nature, and will remain in full force and effect for as long as your Ledn Account remains open.

13. Set-off rights

Ledn US has a right to set-off or apply any Transferred Digital Assets in any or all of your Transaction Accounts against any obligations that you owe to Ledn US or its affiliates, whether or not matured or contingent and whether or not arising under these Terms or otherwise, including in connection with another product or service on the Platform or a Loan, and regardless of the currency or type of Digital Asset of such obligation that you owe Ledn US or its affiliates. These set-off rights are in addition to any other rights that Ledn US has to take, transfer or charge Transferred Digital Assets in your Transaction Accounts for obligations that you owe Ledn US or its affiliates. Your agreement to these Terms also serves as your consent to Ledn US exercising Ledn US's right of set-off in accordance with this Section should Applicable Law require such consent. If Applicable Law restricts Ledn US's ability to take, transfer, charge or set-off Transferred Digital Assets in your Transaction Accounts, then to the extent that you may do so by contract, you waive those conditions and limits and authorize Ledn US to set-off or apply such Transferred Digital Assets against obligations you owe Ledn US or its affiliates.

14. Use of the Services

14.1 Fair practices

You agree not to: (a) make any representations, warranties or guarantees on Ledn US's behalf with respect to the Platform or Services, (b) make any false or misleading representations with respect to Ledn US, the Platform, or Services; or (c) participate or engage in any illegal, deceptive, misleading, fraudulent, unethical or improper practices through your Ledn Account, the Platform, or Services.

14.2 Feedback

You acknowledge and agree that Ledn US (a) may, from time to time collect suggestions, comments, ideas, materials or other feedback from you with respect to the Platform or Services on an ongoing basis and also through questionnaires, surveys, emails, and/or any other communication media available at the time (collectively referred to as "Feedback"); (b) shall at all times, own and be the exclusive owner of such Feedback; (c) may use such Feedback for any purpose whatsoever; and (d) where legally required and necessary, anonymize the Feedback and remove any personally identifiable information from such Feedback prior to Ledn US's use or exploitation of such Feedback. You further acknowledge that you have no right, and hereby waive any request, for acknowledgment or compensation for any Feedback or any modifications to Ledn US's Platform or Services based on any Feedback.

By submitting Feedback to Ledn US, you: (e) acknowledge and agree that such Feedback is non-confidential, except for any personal and financial information; (f) grant Ledn US a perpetual, worldwide, royalty-free, irrevocable, transferable, sublicenseable, fully paid-up right to copy, use, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, display, distribute, market, promote, sell, rent or lease such Feedback in any form or medium known or later developed; and (g) agree that you will have no claim against Ledn US for any actual or alleged infringement of any proprietary rights, rights of privacy or publicity, moral rights or rights of attribution in connection with Ledn US's use of any Feedback you provide.

14.3 Copyrights, trademarks and other intellectual property rights

Unless otherwise indicated by Ledn US, all copyright and other intellectual property rights in all content and other materials contained on Ledn US's Platform or provided in connection with the Services, including any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, all of Ledn US's product information and requirements, services, advertising materials or collateral, login or registration criteria and instructions, help guidelines, user documentation and customer and technical support documents, and the Platform's likeness, look and feel, format, layout, software, code (whether binary, assembly, source, object, HTML or otherwise), routines, scripts, platforms and applications, as well as any data, files, archives, folders or downloads (collectively, "Ledn Materials") are the sole, exclusive and proprietary property of Ledn US or Ledn US's licensors or suppliers and are protected by applicable copyright laws and other intellectual property rights laws. All rights, title, and interest in and to the Platform and the Ledn Materials and any intellectual property contained therein or relating thereto, including any copyright, patent or trademark, are and will remain the sole and exclusive property of Ledn US or its licensors, as applicable. The names and marks of BitGo Trust and its affiliates belong to them.

14.4 Third-party websites and content

The Platform and some of Ledn US's communications to you may contain links to third party websites. Any such link is provided only as a convenience and should be used at your own risk. Ledn US has no control over any such links and websites. The existence of any link on the Platform or in Ledn US's communications does not imply any affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by Ledn US. Your use of any such third-party websites is governed by the terms of service and the privacy policies of those websites. Ledn US will not be liable to you for any loss arising from or related to your access and use of any third-party website.

15. Electronic Consent and notices

15.1 Electronic Consent

Your consent to receive legal and regulatory disclosures, agreements, terms and conditions, account statements, notices, tax forms and other communications from Ledn US in electronic form, and the conditions of that consent, are set out in the Electronic Consent, which is incorporated into these Terms. Your Electronic Consent applies to all communications relating to the Services.

15.2 Notices

Ledn US will send you all notices and communications in connection with these Terms by email to the email address listed in your Ledn Account or by posting them on the Platform, and you are responsible for keeping your email address up to date at all times. You must send all notices and communications to Ledn US at support@ledn.io or by using the "Support" button on the Platform, except that a notice of dispute under Section 20.2(b) and an opt-out notice under Section 20.2(j) must be sent to legal@ledn.io.

16. Changes to the Platform and updates to these Terms

Ledn US reserves the right to make changes to the Platform at any time. Ledn US may amend these Terms at any time. Ledn US will notify you of any material change by email or on the Platform before it takes effect, and may require you to accept the amended Terms as a condition of continuing to use the Services. A change that is required by Applicable Law, that addresses a security or operational risk, or that does not reduce your rights takes effect when posted on the Platform. Your continued use of the Services after a change takes effect constitutes your acceptance of it. If you do not agree with a change, you may close your Ledn Account before the change takes effect. A change to Section 20 takes effect thirty (30) days after notice and does not apply to any dispute that you or Ledn US has already notified to the other.

17. Disclaimer of liability

17.1 No indirect or consequential damages

To the maximum extent permitted by Applicable Law, in no event will Ledn US or any of its affiliates or service providers, and their respective officers, directors, employees, agents, representatives, and shareholders (collectively, "Ledn Service Providers") be liable to you or any third party for any indirect, punitive, exemplary, special, consequential, incidental, or similar damages arising out of or related to your Ledn Account, the Services or these Terms, including loss of revenue, profits, goodwill, opportunity, data, or information, or diminution in value of any Digital Asset, whether based in contract, tort, negligence, or otherwise, and even if such Ledn Service Providers have been advised or should have known of the possibility of such damages.

17.2 Direct damages

To the maximum extent permitted by Applicable Law, the Ledn Service Providers will not be liable to you for any direct damages arising out of or related to your Ledn Account, the Services or these Terms, except for actual losses that a court or arbitrator of competent jurisdiction finally determines to have resulted from the gross negligence, willful misconduct or fraud of Ledn US or its affiliates.

17.3 What this Section does not limit

Nothing in this Section 17 limits or excludes Ledn US’s obligation under Section 5.4 to return Transferred Digital Assets to you, Ledn US’s obligation to pay or deliver to you any amount it owes you under these Terms, or the Lender’s obligation under your Loan Agreement to make a Return of Collateral to you.

17.4 No guarantee of access; "as is"

The Ledn Service Providers do not guarantee continuous, uninterrupted, or secure access to your Ledn Account, your Transaction Account, the Trade Function or the Platform. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, or any other codes that you use to access your Ledn Account on the Platform. Any loss or compromise of the foregoing information and/or your personal information by you may result in unauthorized access to your Ledn Account and the Ledn Service Providers will not be responsible for any loss or damage that you may incur as a result.

The Platform and the Services are provided on an "as is" and "as available" basis, without any representation or warranty, whether express, implied or statutory. The Ledn Service Providers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. The Ledn Service Providers make no warranty that (i) the Platform or Services will meet your requirements, (ii) the Platform or Services will be uninterrupted, timely, secure, or error-free, or (iii) the quality of any Services, information, or other material purchased or obtained by you will meet your expectations. The Ledn Service Providers cannot guarantee that Ledn US will always be able to meet your demands.

17.5 Paramountcy

If this Section 17 is deemed to conflict with any other Section of these Terms, this Section 17 will supersede and prevail over any such other Section.

18. Indemnification

You shall indemnify and hold all Ledn Service Providers harmless from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, fines, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind arising out of or relating to your use of the Services, any Ledn Service Provider’s activities in connection with the Services or these Terms, or your breach of these Terms, except to the extent finally determined to have resulted from the gross negligence, willful misconduct or fraud of Ledn US or its affiliates.

You shall indemnify all Ledn Service Providers for reasonable legal and enforcement costs and expenses directly related to your Ledn Account that arise out of or relate to any regulatory inquiry, legal action, litigation, dispute, or investigation that arises out of or relates to your use of your Ledn Account or any Service. In connection with the foregoing, Ledn US may suspend or restrict your Ledn Account in accordance with Section 11 until such matter is resolved and will be entitled to charge your Ledn Account for all such costs without notice.

19. Disclosure of Ledn Account information

You acknowledge that Ledn US may, in accordance with the Privacy Policy (US), disclose information about your Ledn Account, your Transaction Account and your transactions to third parties: (a) with your written permission; (b) where it is necessary to process transfers or transactions; (c) to verify the existence and condition of your Ledn Account for a third party; (d) to protect or enforce Ledn US's legal rights; or (e) to comply with Ledn US's obligations under Applicable Law, law enforcement or regulatory requests, or any judgment, order, injunction, decree or award rendered by a court or government agency.

20. Dispute Resolution

20.1 Which track applies to you

If you are an individual, Section 20.2 applies to you. If you are a legal entity, Section 20.3 applies to you. Section 20.4 applies to everyone.

20.2 Consumer arbitration agreement (individuals)

PLEASE READ THIS SECTION 20.2 CAREFULLY. IT REQUIRES YOU AND LEDN US TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION INSTEAD OF IN COURT. IN ARBITRATION, A DISPUTE IS DECIDED BY A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, AND THE PROCEDURES ARE SIMPLER AND MORE LIMITED THAN IN COURT. UNLESS YOU OPT OUT WITHIN 30 DAYS AFTER OPENING YOUR LEDN ACCOUNT (OR, FOR EXISTING CLIENTS, WITHIN 30 DAYS AFTER THE EFFECTIVE DATE) AS DESCRIBED IN SECTION 20.2(j), YOU AND LEDN US ARE GIVING UP THE RIGHT TO A JURY TRIAL AND THE RIGHT TO BRING OR PARTICIPATE IN A CLASS, REPRESENTATIVE OR CONSOLIDATED PROCEEDING.

(a) Disputes covered. You and Ledn US agree that all controversies, claims and disputes arising out of or relating to these Terms, your Ledn Account, the Services, or your relationship with Ledn US, whether arising before, on or after the date you accept these Terms, and whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, including claims against Ledn US's affiliates, service providers, officers, directors, employees or agents (collectively, "Disputes"), will be resolved by binding arbitration as set out in this Section 20.2, except that: (i) either you or Ledn US may bring an individual Dispute in a small claims court if it qualifies for that court and remains there; (ii) either you or Ledn US may seek injunctive or other equitable relief in court to protect intellectual property rights; and (iii) either you or Ledn US may seek interim or provisional relief in a court of competent jurisdiction to protect its rights or property pending the arbitrator's decision, without waiving the right to arbitrate.

(b) Informal resolution first. Before starting an arbitration, you and Ledn US agree to try to resolve any Dispute informally. The party raising the Dispute must send the other a written notice describing the Dispute, the relief sought and the Ledn Account to which it relates (a "Notice of Dispute"). You must send a Notice of Dispute to legal@ledn.io from the email address listed in your Ledn Account; Ledn US will send a Notice of Dispute to the email address listed in your Ledn Account. If the Dispute is not resolved within sixty (60) days after the Notice of Dispute is received, either party may start an arbitration. The Arbitration Limitations Period in Section 20.2(k) is tolled while the informal resolution process is ongoing.

(c) Arbitration administrator and rules. The arbitration will be administered by the American Arbitration Association (the "AAA") under its Consumer Arbitration Rules in effect at the time the arbitration is commenced and, for mass arbitration matters, its Mass Arbitration Supplementary Rules (together, the "AAA Rules"), as modified by this Section 20.2. If there is a conflict between the AAA Rules and this Section 20.2, this Section 20.2 controls. If the AAA is unavailable or unwilling to administer the arbitration in accordance with this Section 20.2, the arbitration will be administered by an arbitrator chosen by agreement of the parties or, failing agreement, appointed by a court under the Federal Arbitration Act, applying the AAA Rules. No administrator may serve, without the consent of all parties, if it has adopted a formal or informal policy that is inconsistent with and purports to override the Class Action Waiver in Section 20.2(g).

(d) The arbitrator and the hearing. The arbitration will be conducted before a single arbitrator, who will be a practicing attorney or retired judge with experience in financial services or digital asset matters. Any hearing will take place in the county where you reside, or by telephone or video conference, as provided in the AAA Rules. The language of the arbitration will be English. The arbitrator will be bound to the strict interpretation and observation of these Terms and will apply the laws of the State of Delaware, as provided in Section 21, to the extent consistent with the Federal Arbitration Act. The arbitrator may award any individual relief that would be available in court under Applicable Law, including declaratory and injunctive relief and specific performance, but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. On request by either party, the arbitrator will provide a brief written explanation of the award. The arbitration will be confidential to the extent permitted by Applicable Law and the AAA Rules. Judgment on the award may be entered in any court having jurisdiction.

(e) Fees and costs. The payment of filing, administration and arbitrator fees will be governed by the AAA Rules, under which Ledn US pays all such fees for a consumer Dispute other than your initial filing fee. If you cannot afford the initial filing fee and cannot obtain a waiver from the AAA, Ledn US will consider in good faith any written request that it pay it. If the arbitrator decides in your favor, Ledn US will reimburse you for any AAA fees you paid, except in a mass arbitration matter. You and Ledn US will each bear the fees and expenses of your own attorneys, experts and witnesses, except that the arbitrator may award attorneys' fees and costs to you where Applicable Law permits, and Ledn US will not seek attorneys' fees or costs from you unless the arbitrator determines that your claim was frivolous or brought for an improper purpose under the standard in Federal Rule of Civil Procedure 11(b).

(f) Federal Arbitration Act; who decides what. This Section 20.2 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., in both substance and procedure, and not by any state arbitration law. Any dispute about whether this Section 20.2 is valid or enforceable, whether a Dispute falls within it, or whether the Class Action Waiver in Section 20.2(g) is enforceable, will be decided by a court and not by the arbitrator. Any dispute about the validity or enforceability of these Terms as a whole is for the arbitrator to decide.

(g) Class Action Waiver. YOU AND LEDN US AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE PROCEEDING, WHETHER IN COURT OR IN ARBITRATION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, REPRESENTATIVE OR CONSOLIDATED PROCEEDING, AND MAY NOT AWARD RELIEF FOR THE BENEFIT OF ANYONE WHO IS NOT A NAMED PARTY TO THE ARBITRATION, INCLUDING PUBLIC INJUNCTIVE RELIEF. If a court determines that any part of this Class Action Waiver is unenforceable as to a particular claim or request for relief, then that claim or request for relief (and only that claim or request for relief) will be severed from the arbitration and brought in court, and all other claims and requests for relief will be arbitrated. The claims severed to court will be stayed pending the completion of the arbitration of all other claims, and the court will not be bound by the arbitrator's determinations. This Class Action Waiver is not severable from the rest of this Section 20.2 in any other respect: if it is found unenforceable as a whole, then this Section 20.2 as a whole is void and the Dispute will be resolved in court under Section 21.

(h) Jury trial waiver. TO THE EXTENT A DISPUTE IS HEARD IN COURT RATHER THAN IN ARBITRATION, YOU AND LEDN US EACH WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

(i) Appeal. A party may appeal an arbitration award by filing a notice of appeal within thirty (30) days under the AAA's Optional Appellate Arbitration Rules, on the grounds that the award is based on an error of law that is material and prejudicial or on determinations of fact that are clearly erroneous. The appeal tribunal will decide the appeal on the record before the arbitrator and may not order a new hearing. The award is otherwise final and binding, subject only to the limited review available under the Federal Arbitration Act.

(j) Opting out. You may reject this agreement to arbitrate by sending an email to legal@ledn.io from the email address listed in your Ledn Account within thirty (30) days after you open your Ledn Account or, if you previously held an Ledn Account with Ledn Cayman SEZC Inc. prior to the Effective Date, within thirty (30) days after the Effective Date. Your email must state that you reject the agreement to arbitrate and include your name and the email address listed in your Ledn Account. This is the only way to opt out. Ledn US will confirm receipt by email. If you opt out, this Section 20.2 will not apply to you, Disputes will be resolved in court under Section 21, and no other provision of these Terms is affected. An opt-out does not apply to any arbitration or court proceeding that is already pending when the opt-out is received.

(k) Time limit for bringing a Dispute. To the maximum extent permitted by Applicable Law, any Dispute subject to arbitration under this Section 20.2 must be filed with the AAA within eighteen (18) months after the date the Dispute first arose (the "Arbitration Limitations Period"), or it will be permanently barred. A Dispute "arises" when the act, omission, event or transaction giving rise to it occurs, except that (i) for Disputes that by their nature are not reasonably discoverable at that time, the Dispute will be treated as arising when the party asserting it knew or reasonably should have known of the facts giving rise to it, and (ii) if Applicable Law requires a different accrual rule or a longer period that cannot be waived, that non-waivable rule will apply. The Arbitration Limitations Period is tolled during the informal resolution process in Section 20.2(b), during any period in which Applicable Law requires the parties to complete a mandatory pre-filing process, and from the date a party submits a completed demand for arbitration to the AAA until the earlier of the date the arbitration is commenced by the AAA and the date the AAA rejects the filing for administrative reasons, provided that the party diligently corrects any curable deficiencies and promptly resubmits.

(l) Survival; severability; changes. This Section 20.2 survives the closure of your Ledn Account, the termination of these Terms and any assignment of your Ledn Account. Except as provided in Section 20.2(g), if any part of this Section 20.2 is found invalid or unenforceable, the remaining parts will remain in force. Ledn US may change this Section 20.2 only in accordance with Section 16, and no change will apply to any Dispute for which a Notice of Dispute or demand for arbitration has already been given.

20.3 Commercial arbitration agreement (legal entities)

THE PARTIES AGREE THAT ALL CONTROVERSIES ARISING OUT OF OR RELATING TO THESE TERMS, YOUR LEDN ACCOUNT, THE SERVICES OR YOUR RELATIONSHIP WITH LEDN US ("DISPUTES"), WHETHER ARISING PRIOR TO, ON, OR SUBSEQUENT TO THE DATE YOU ACCEPT THESE TERMS, WILL BE ARBITRATED AS FOLLOWS: You and Ledn US irrevocably agree to submit all Disputes between them to binding arbitration conducted under the Commercial Dispute Resolution Procedures of the American Arbitration Association (the "AAA"), including the Optional Procedures for Large Complex Commercial Disputes, if applicable. The place and location of the arbitration will be in Wilmington, Delaware. All arbitration proceedings will be closed to the public and confidential, and all related records will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitration will be conducted before a single arbitrator selected jointly by the parties. The arbitrator will be a retired judge or a practicing attorney with experience in financial services, digital asset or custodial matters. If the parties are unable to agree upon an arbitrator, then the AAA will choose the arbitrator. The language to be used in the arbitral proceedings will be English. The arbitrator will be bound to the strict interpretation and observation of these Terms, will apply the laws of the State of Delaware, as provided in Section 21, and will be specifically empowered to grant injunctions or specific performance and to allocate between the parties the costs of arbitration, as well as reasonable attorneys' fees and costs, in such equitable manner as the arbitrator may determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

To the maximum extent permitted by Applicable Law, any Dispute subject to arbitration under this Section 20.3 must be filed with the AAA within eighteen (18) months after the date the Dispute first arose (the "Arbitration Limitations Period"), or it will be permanently barred. For purposes of this provision, a Dispute "arises" when the act, omission, event, or transaction giving rise to the Dispute occurs, except that (a) for Disputes that by their nature are not reasonably discoverable at that time, the Dispute will be treated as arising when the party asserting the Dispute knew or reasonably should have known of the facts giving rise to the Dispute, and (b) if Applicable Law requires a different accrual rule that cannot be waived, that non-waivable rule will apply. The Arbitration Limitations Period will be tolled during (i) any period in which Applicable Law requires the parties to complete a mandatory pre-filing process, and (ii) the period beginning when a party submits a completed demand for arbitration to the AAA (or other provider) and ending on the earlier of (A) the date the arbitration is accepted or commenced by the provider or (B) the date the AAA (or other provider) rejects the filing for administrative reasons, provided that the party diligently corrects any curable deficiencies and promptly resubmits.

Notwithstanding the foregoing, either party will have the right, without waiving any right or remedy available to such party under these Terms or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such party, pending the selection of the arbitrator hereunder or pending the arbitrator's determination of any dispute, controversy, or claim hereunder. In any Dispute arising under these Terms, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

You and Ledn US agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding, and that the arbitrator may not consolidate the claims of more than one party or preside over any form of class or representative proceeding. To the extent a Dispute is heard in court rather than in arbitration, you and Ledn US each waive the right to a trial by jury to the fullest extent permitted by Applicable Law. This Section 20.3 is governed by the Federal Arbitration Act and survives the closure of your Ledn Account and the termination of these Terms.

20.4 Court proceedings

Any Dispute that is not subject to arbitration under this Section 20, including because you have opted out under Section 20.2(j), because it is brought in small claims court, or because a court has determined that it is not arbitrable, and any proceeding to compel arbitration or to confirm, vacate or enforce an arbitration award, will be brought in the courts described in Section 21.

21. Governing law and venue

These Terms and all matters arising out of or related to these Terms, your Ledn Account, the Services or your relationship with Ledn US, whether based in contract, tort, statute or any other legal theory, are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, except that Sections 20.2 and 20.3 are governed by the Federal Arbitration Act.

Subject to Section 20, you and Ledn US agree that the state and federal courts located in the State of Delaware will have exclusive jurisdiction over any court proceeding arising out of or related to these Terms, your Ledn Account or the Services, and you irrevocably submit to the personal jurisdiction of those courts and waive any objection to venue in them, except that you may bring an individual claim that qualifies for small claims court in the small claims court for the county in which you reside. Nothing in this Section 21 prevents Ledn US from seeking interim or provisional relief in any court of competent jurisdiction.

22. General

22.1 Assignment; binding effect

You may not assign these Terms, in whole or in part. Any purported assignment of these Terms by you in violation of this Section is null and void. Ledn US may assign these Terms, in whole or in part, at any time without notice to you, including to an affiliate of Ledn US or in connection with a transfer of all or part of Ledn US's business or of your Ledn Account. These Terms are binding upon and inure to the benefit of you and your heirs, administrators, executors, legal and personal representatives, and to Ledn US and its successors and assigns.

22.2 Survival

Any provision of these Terms that by its nature should survive the closure of your Ledn Account or the termination of these Terms will survive, including Sections 5.4, 8, 10, 12, 13, 17, 18, 19, 20, 21 and 22.

22.3 Waiver

Ledn US will not be deemed to have waived any rights under these Terms unless such waiver is given in writing by Ledn US's duly appointed representative. No delay or omission on Ledn US's part in exercising any right shall operate as a waiver of such right or any other right. A waiver by Ledn US of a provision of these Terms shall not prejudice or constitute a waiver of Ledn US's right otherwise to demand strict compliance with that provision or any other provision of these Terms. No prior waiver by Ledn US, nor any course of dealing between Ledn US and you shall constitute a waiver of any of Ledn US's rights or of your obligations as to any future transactions. Whenever Ledn US's consent is required under these Terms, the granting of such consent by Ledn US in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in Ledn US's sole discretion.

22.4 Entire agreement

These Terms, together with the documents incorporated into them by reference, constitute the entire agreement between you and Ledn US relating to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, or representations, whether oral or written, relating to the subject matter hereof, including any previous versions of these Terms. If there is a conflict between these Terms and your Loan Agreement in relation to a Loan, your Loan Agreement governs to the extent of the conflict, and a conflict will not be deemed to exist if one document provides for a matter that the other does not.

22.5 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction in any jurisdiction, such provision will be deemed severable and the invalidity, illegality, or unenforceability thereof will not affect any other provision of these Terms, nor invalidate or render unenforceable such provision in any other jurisdiction, except as provided in Section 20.2(g).

22.6 Relationship of the parties

Nothing in these Terms creates any partnership, joint venture, agency, fiduciary or employment relationship between you and Ledn US.

22.7 Interpretation

Section headings in these Terms are for convenience only and are not to be used to interpret the provisions of these Terms. Any reference to a period of "days" means calendar days and not Business Days. The word "including" in these Terms is deemed to be followed by the words "without limitation." References in these Terms (a) to other Ledn US terms and conditions means such terms and conditions as amended from time to time, and (b) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Capitalized terms used but not defined in these Terms have the meanings given to them in your Loan Agreement (for terms relating to a Loan).

23. Definitions

Capitalized terms used in these Terms have the following meanings:

"Account Balance" means the amount of Transferred Digital Assets in your Transaction Account.

"Act of Insolvency" means (i) the commencement by a party as debtor of any case or proceeding under any bankruptcy, insolvency, restructuring, winding up, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, liquidator, restructuring officer, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election; (ii) the commencement of any such case or proceeding against a party, or another seeking such an appointment or election, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days; (iii) the making by a party of a general assignment for the benefit of creditors; or (iv) the admission in writing by a party of such party's inability to pay such party's debts as they become due.

"Anti-Corruption Laws" means any Applicable Law concerning or related to anti-bribery or anti-corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977 and any regulations thereunder.

"Anti-Terrorist Financing and Anti-Money Laundering Laws" means all Applicable Law concerning or related to money laundering or financing terrorism, including the Bank Secrecy Act, the USA PATRIOT Act, and the regulations of the Financial Crimes Enforcement Network of the U.S. Department of the Treasury.

"Applicable Law" means with respect to any person, property, transaction, event or other matter, any foreign or domestic, federal, state or local law, statute, regulation, code, ordinance, principle of common law or equity, rule, order or other requirement of any governmental or regulatory authority relating or applicable to such person, property, transaction, event or other matter.

"BitGo Trust" has the meaning given in Section 5.5.

"Business Day" means any day except Saturday, Sunday or any day on which banks are generally not open for business in New York, New York.

"Digital Asset" means a digital asset (also called a "cryptocurrency" or "virtual asset"), such as bitcoin, which is generally a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network, and includes stablecoins.

"Effective Date" means the date stated as the Effective Date at the top of these Terms.

"Ledn Account" means your unique account created on the Platform.

"Lender" means the lender under your Loan Agreement.

"Lien" means any lien, mortgage, charge, hypothec, pledge, security interest, prior assignment, option, warrant, lease, sublease, right to possession, encumbrance, claim, right or restriction which affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property.

"Loan" means a digital asset-backed loan offered through the Platform, and "Loan Agreement" means the loan agreement between you and the Lender that governs a Loan, together with the terms that apply to Loan features.

"Person" means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body, government or governmental agency, authority or entity however designated or constituted.

"Platform" has the meaning given in Section 1.1.

"Sanctions Laws" means any Applicable Law governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures, including, without limitation, (i) the United States Trading with the Enemy Act, (ii) any of the foreign assets control regulations of the U.S. Treasury Department or any enabling legislation or executive order relating thereto (as amended, the "Department of Treasury Rule"), (iii) Executive Order No. 13224 (as amended, the "Terrorism Order"), and (iv) the USA PATRIOT Act and any regulations thereunder.

"Services" has the meaning given in Section 2.

"Supported Digital Asset" has the meaning given in Section 5.1.

"Third-Party Custodian" means the custodian identified in Section 5.5, or any other custodian that Ledn US may appoint to provide Digital Asset safekeeping services for Ledn US from time to time.

"Trade", "Trade Function", "Trade Order", "Trade Quote" and "Erroneous Quote" have the meanings given in Section 6.

"Transaction Account" means the account described in Section 5.

"Transferred Digital Assets" means Supported Digital Assets transferred by you to Ledn US in a Transaction Account.

"You" or "you" means the legal owner of the Ledn Account as named and listed on the Platform.

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Last updated: October 20, 2026

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