B2X Terms

Note: The B2X service is not available to residents of Canada and the United States.

Acceptance of the Terms

1.1. By confirming your acceptance to these Terms electronically, you agree that the terms and conditions contained herein will govern the relationship between you and us regarding the B2X service.

1.2. You agree that Ledn reserves the right to update these Terms by notice to you from time to time, which will be sent to you by email at the email address specified on your Ledn Account.

1.3. In these Terms, "Ledn," "we," "us" or "our" means Ledn Hodl I LP, a limited partnership formed under the laws of Ontario, Canada, and its successors and assigns. The Customer means the person or entity listed as the Ledn Account holder, and the words "you" and "your" refer to the Customer.

1.4. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto under Section 12 of these Terms.
The B2X Service

2.1. Ledn’s B2X service facilitates obtaining a Ledn Loan and using the Loan Proceeds to purchase more Eligible Cryptocurrency. When you navigate to the B2X Product Page, you may use the B2X calculator to obtain a Buy Quote to purchase Eligible Cryptocurrency.

2.2. If you wish to place a Buy Order to purchase Eligible Cryptocurrency based on a Buy Quote, you must have the selected amount of Eligible Cryptocurrency (the "Selected Cryptocurrency") transferred to Ledn which shall be used as collateral for obtaining a Ledn Loan, the proceeds of which will be automatically used to purchase the specified amount of Eligible Cryptocurrency (the "B2X Cryptocurrency").

2.3. The Selected Cryptocurrency and the B2X Cryptocurrency together will be held as collateral for the B2X Loan until your B2X Loan is repaid.
Placing a Buy Order

3.1. On the B2X Product Page, a Buy Quote is generated once you input the amount of Selected Cryptocurrency that you wish to use as part collateral for the B2X Loan.

3.2. Ledn may from time to time impose a limit, in its sole and absolute discretion, on the maximum permitted amount of Selected Cryptocurrency for a Buy Order (the "B2X Cap").

3.3. Once generated, the Buy Quote may be accepted during the Buy Acceptance Window by clicking the ‘Place B2X Order’ button on the B2X Product Page and completing the Buy Order Steps. If you complete the Buy Order Steps outside of the Buy Acceptance Window, we may, at our discretion: (i) accept and complete your Buy Order pursuant to the Buy Quote; (ii) refuse to complete your Buy Order; or (iii) accept and complete your Buy Order pursuant to an updated Buy Quote which shall be agreed to between you and us.

3.4. We reserve the right to refuse your Buy Order at any time and for any reason and a binding transaction shall only be deemed to have occurred when we have accepted your Buy Order, in our sole discretion, based on the terms of the Buy Quote and subject to Section 3.5.

3.5. We reserve the right to rescind a Completed Order within twenty-four (24) hours of the Time of Acceptance if Ledn deems, in our sole and absolute discretion, that the order was based on a mistake or manifest error, including an error related to a Buy Quote, or a System Error.

3.6. You acknowledge and agree that Ledn will charge certain fees pursuant to the terms and conditions of the Loan Agreement.
Obtaining a B2X Loan to Complete the Buy Order

4.1. By placing a Buy Order, you agree to obtain a B2X Loan, which B2X Loan will be governed by our Ledn Loan terms and conditions as set out in the Loan Agreement.

4.2. The B2X Loan shall be denominated in the Denomination Currency as specified in the Buy Quote.

4.3. You hereby acknowledge, agree and understand that:

(a) the B2X Loan Proceeds shall be used to automatically purchase the B2X Cryptocurrency pursuant to your Buy Order in accordance with the provisions of these Terms; and

(b) the B2X Cryptocurrency (together with the Selected Cryptocurrency) will be held as collateral for the B2X Loan in accordance with the Loan Agreement until your B2X Loan is repaid, and for greater certainty, the B2X Cryptocurrency shall be deemed to form part of the "Collateral" under the Loan Agreement.
Closing your B2X Loan

5.1. You may repay your B2X Loan at any time without penalty in accordance with the Loan Agreement. You may view the total amount of outstanding Indebtedness under the B2X Loan at any time on your B2X Account Page, which represents the amount that you must remit to us in order to close your B2X Loan and have the B2X Collateral released to you.

5.2. You may choose to repay your B2X Loan in one of two ways:

(a) With money in the Denomination Currency (as defined in the Loan Agreement) of the B2X Loan or such other currency in accordance with the Loan Agreement; or

(b) by placing a Sell Order with us to sell part of your B2X Collateral in accordance with the further provisions of these Terms.

5.3. Upon closing your B2X Loan, you will be required to provide the details for the wallet address(es) to which you wish to transfer your Returned B2X Collateral. In the event that the details which you provide are inaccurate, incomplete or misleading, your cryptocurrency may be permanently lost, and we will not be liable for any loss that results from inaccurate, incomplete or misleading details that you may provide for such transfer. If the wallet address(es) which you specify is one to which we are unable to process transfers, we will have no liability for any failure or delay in processing your requested transfer(s).

5.4. You will be responsible for any blockchain transaction (miner) fees charged by third parties in connection with any transfers, and any such fees shall be deducted from the amount of Returned B2X Collateral which shall be transferred to you.

5.5. Ledn reserves the right, in our sole and absolute discretion, to withhold or delay the transfer of any Returned B2X Collateral if, in Ledn’s good faith belief, such restriction is reasonably necessary to comply with Ledn’s anti-money laundering programs and policies, any requirements under Applicable Law, to prevent fraud, prevent suspicious transactions, or for any other security reasons.
Placing a Sell Order for your B2X Collateral

6.1. If you wish to repay your B2X Loan by selling part of your B2X Collateral, you may contact a Ledn representative to obtain a Sell Quote.

6.2. The Sell Quote may be accepted by you in writing during the Sell Acceptance Window. If you accept the Sell Quote outside of the Sell Acceptance Window, we may, at our discretion: (i) accept and complete your Sell Order pursuant to the Sell Quote; (ii) refuse to complete your Sell Order; or (iii) accept and complete your Sell Order pursuant to the updated Sell Quote which shall be agreed to between you and us.

6.3. You hereby acknowledge, agree and understand that by accepting a Sell Quote and placing a Sell Order, the Sell Order Proceeds shall be used to automatically repay the B2X Loan.

6.4. We reserve the right to refuse your Sell Order at any time and for any reason and a binding transaction shall only be deemed to have occurred when we have accepted your Sell Order, in our sole discretion, based on the terms of the Sell Quote or an updated Sell Quote and subject to Section 6.5.

6.5. We reserve the right to rescind a Completed Order within twenty-four (24) hours of the Time of Acceptance if Ledn deems, in our sole and absolute discretion, that the order was based on a mistake or manifest error, including an error related to a Sell Quote, or a System Error.
Your Representations and Warranties

7.1. As a material inducement to us providing you with B2X services, you hereby acknowledge and agree that we are relying on all your representations, warranties, covenants and acknowledgments pursuant to the Loan Agreement, which shall be deemed to be made continuously while you hold a B2X Loan.
Risk Disclosure

8.1. You acknowledge and agree that you shall access and use the B2X service at your own risk. The risk of loss related to the B2X service is substantial. You should, therefore, carefully consider whether our B2X service is suitable for you in light of your circumstances and financial resources.

8.2. You should only use the B2X service if you have a sophisticated knowledge and understanding of digital assets and cryptocurrencies.

8.3. You are subject to certain liquidation risks. Your B2X Loan is secured by the B2X Collateral. A decline in the value of the Eligible Cryptocurrency means a decline in the value of the collateral supporting your B2X Loan, and, as a result, we can take action, including selling part of the B2X Collateral, in order to maintain the required collateral support pursuant to these Terms and the terms of the Loan Agreement.

8.4. You may sustain a total loss of your B2X Collateral, and, in some cases, it is possible that you may incur losses beyond your B2X Collateral. If the value of Eligible Cryptocurrency deteriorates markedly, you may be called upon by us to provide a substantial amount of additional collateral on short notice in order to maintain your B2X Loan. If you do not provide the required collateral within the time required by us, your B2X collateral may be liquidated at a loss, and in some cases you may be liable for a resulting deficit.
Disclaimer of Liability

9.1. Except to the extent required by Applicable Law, neither we nor any Ledn Service Provider shall be liable to you, whether in contract or tort, for any punitive, special, indirect, consequential, incidental, or similar damages (even if we and/or any Ledn Service Provider have been advised of the possibility thereof) in connection with these Terms, your use of the B2X service or our activities in connection with the B2X service, or any of the information, services or transactions contemplated by these Terms.

9.2. Except to the extent required by Applicable Law, neither we nor any Ledn Service Provider shall be liable to you, whether in contract or tort, for any direct damages of any kind (even if we and/or any Ledn Service Provider have been advised of the possibility thereof) in connection with these Terms, your use of the B2X service or our activities in connection with the B2X service, or any of the information, services or transactions contemplated by these Terms.

9.3. In no event shall we or any Ledn Service Provider be liable to you or anyone else for any loss or injury resulting directly or indirectly from your use of the B2X service or our activities in connection with the B2X service, or any of the information, services or transactions contemplated by these Terms, including, but not limited to, any loss caused in whole or in part by any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including, but not limited to, those arising from our negligence or the negligence of any Ledn Service Provider or contingencies beyond our or any Ledn Service Provider's control in procuring, compiling, interpreting, computing, reporting, or delivering any of the information, services or transactions contemplated by these Terms. In no event shall we or any Ledn Service Provider be liable to you or anyone else for any decision made or action taken by you in reliance on, or in connection with your use of the B2X service or our activities in connection with the B2X service, or any of the information, services or transactions contemplated by these Terms.

9.4. This limitation on liability includes, but is not limited to any damage or interruptions caused by any computer viruses, spyware, scamware, trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, domain typosquatting, or other attacks, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems, or any force majeure. Neither we nor any Ledn Service Provider guarantee continuous, uninterrupted, or secure access to the B2X service.

9.5. You are solely 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 through our online 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 we assume no responsibility for any loss that you may sustain in connection therewith.

9.6. We and the Ledn Service Providers may experience cyber-attacks, extreme market conditions, or other operational or technical difficulties which could result in the immediate halt of deposits and withdrawals of cryptocurrency either temporarily or permanently. Ledn is not and will not be responsible or liable for any loss or damage of any sort incurred by you as a result of such cyber-attacks, operational or technical difficulties or suspensions of deposits or withdrawals.

9.7. If this Section 9 is deemed to conflict with any other Section of these Terms, this Section 9 supersedes such other Section.
Ledn’s Privacy Policy

10.1. You acknowledge, confirm and agree that you have read and accepted Ledn’s Privacy Policy, which is hereby incorporated into these Terms.
General Provisions

11.1. Disclosure of Information. Ledn may disclose any information about you, your Ledn Account, including any transactions and transfers, to third parties: (a) with your written permission; (b) in accordance with our Privacy Policy; (c) where it is necessary for completing any transfer or transaction; (d) to verify the existence and condition of your Ledn Account for a third party, such as a credit bureau or merchant; (e) to protect or enforce our legal rights; (f) to meet any of our obligations under securities laws or anti-money laundering laws; (g) to comply with any judgment, order, injunction, decree or award of any tribunal, court, governmental or regulatory authority, or arbitrator.

11.2. Severability. If any part or parts of these Terms shall be held unenforceable for any reason in any jurisdiction, such provision shall be severed from these Terms in respect of such jurisdiction, without affecting the enforceability in any other jurisdiction, and the remainder of these Terms shall continue in full force and effect.

11.3. Entire Agreement. These Terms and the other B2X Documents constitute the entire agreement among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. You agree and acknowledge that you do not and did not rely on or regard as material, any representations, warranties, conditions, other agreements or acknowledgments not expressly made herein or any of the other B2X Documents.

11.4. Paramountcy. To the extent there exists any inconsistency between any provision of these Terms and any provision contained in any other B2X Document, the provision in the Loan Agreement shall govern to the extent of such conflict or inconsistency, followed by the provision in these Terms. For greater certainty, a conflict or inconsistency shall not occur or be deemed to have occurred if these Terms or another B2X Document provides for a matter that the other does not.

11.5. Waiver. Ledn shall not be deemed to have waived any rights under these Terms unless such waiver is given in writing and signed by Ledn. No delay or omission on the part of Ledn in exercising any right shall operate as a waiver of such right or any other right. A waiver by Ledn of a provision of these Terms shall not prejudice or constitute a waiver of Ledn’s right otherwise to demand strict compliance with that provision or any other provision of these Terms. No prior waiver by Ledn, nor any course of dealing between Ledn and you shall constitute a waiver of any of Ledn’s rights or of your obligations as to any future transactions. Whenever the consent of Ledn is required under these Terms, the granting of such consent by Ledn 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 the sole discretion of Ledn.

11.6. Counting of Days. Except where otherwise specifically provided, any reference in these Terms to a period of "days" means calendar days and not Business Days.

11.7. Caption Headings. Caption headings in these Terms are for convenience purposes only and are not to be used to interpret or define the provisions of these Terms.

11.8. Binding Effect. All representations, warranties, covenants and agreements by or on behalf of you contained in these Terms shall bind you and your heirs, administrators, executors, legal and personal representatives and successors and assigns, as applicable, and shall inure to the benefit of Ledn and its successors and assigns. You shall not have the right to assign these Terms or any of your rights or obligations under these Terms or your interest herein without the prior written consent of Ledn given or refused in our sole discretion.

11.9. Our Relationship with You. These Terms do not create a fiduciary relationship between Ledn and you.

11.10. Bankruptcy. The rights and priorities set forth in these Terms shall remain binding irrespective of the terms of any plan or proceeding commenced by or against you under any bankruptcy or insolvency laws, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other similar relief, and all converted or succeeding cases in respect thereof or other provisions of such federal bankruptcy or insolvency laws.

11.11. Governing Law; Acceptable Forum; Waiver of Jury Trial. These Terms will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflicts of law provisions. You understand that your agreement to the applicability of Ontario law and venue is a material factor in Ledn’s willingness to enter into these Terms. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach of these Terms, shall, if Ledn so elects, be instituted in any court sitting in the City of Toronto, Ontario (the "Acceptable Forum"). You agree that the Acceptable Forum is convenient to you and submit to the jurisdiction of the Acceptable Forum and waive any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, you waive any right to oppose any motion or application made by Ledn to dismiss, stay or transfer such proceeding to the Acceptable Forum. A final judgement in any such action or proceeding may be enforced in other jurisdiction by suit on the judgment or in any other manner specified by law and shall not be re-litigated on the merits.

11.12. Digital Images and E-Signatures. We accept digital images and e-signatures for documents that need to be signed. If you incur a loss because of an alleged or proven fake, unauthorized or fraudulent digital image or e-signature, we will not liable for any loss if such digital image or e-signature resembles or purports to be the signature of a person authorized to act on behalf of your Ledn Account.
Definitions

"Applicable Law" means with respect to any person, property, transaction, event or other matter, any foreign or domestic, 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.

"B2X Account Page" means the B2X account web page on the Ledn Platform.

"B2X Calculator" means the calculator accessible on the B2X Product Page pursuant to which you may obtain a Buy Quote.

"B2X Cap" means the limit imposed by Ledn, as updated from time to time, in its sole and absolute discretion, on the maximum permitted amount of Selected Cryptocurrency for a Buy Order.

"B2X Collateral" means the Selected Cryptocurrency and B2X Cryptocurrency and any other cryptocurrency described or defined as "Collateral" under the Loan Agreement.

"B2X Cryptocurrency" means the cryptocurrency purchased pursuant to a Buy Order and these Terms using the Loan Proceeds.

"B2X Documents" means these Terms, the Loan Agreement, Ledn’s Privacy Policy and any other documents entered into between you and us in connection with the B2X service.

"B2X Loan" means a Ledn Loan obtained pursuant to a Buy Order in accordance with these Terms and collateralized by the B2X Collateral.

"B2X Product Page" means the B2X product web page on the Ledn Platform.

"Buy Acceptance Window" means the period of time beginning when a Buy Quote is displayed on the B2X Product Page and ending five (5) minutes thereafter.

"Buy Order" means the order placed by you to purchase B2X Cryptocurrency using the Loan Proceeds in accordance with a Buy Quote, and subject to these Terms.

"Buy Order Steps" means all the steps required for you to obtain a B2X Loan after you have clicked the "Place B2X Order" button on the B2X Product Page, including reviewing and agreeing to the Loan Agreement and satisfying all conditions of advance under the Loan Agreement.

"Buy Quote" means the details relating to the Buy Order displayed on the B2X Product Page once you input the amount of Selected Cryptocurrency, and includes any subsequently updated Buy Quote.

"Completed Order" means a Buy Order or Sell Order that was accepted by Ledn and fulfilled in accordance with a Buy Quote or Sell Quote, as the case may be.

"Customer" means the person or entity listed as the Ledn Account holder placing a Buy Order or Sell Order, as the case may be.

"Denomination Currency" means the fiat currency or the cryptocurrency in which the B2X Loan is denominated.

"Eligible Cryptocurrency" means bitcoin, and any other cryptocurrency or cryptoasset covered by the B2X service from time to time.

"Indebtedness" means all amounts you owe to Ledn including any fees pursuant to these Terms and any amount, debt or obligation, of any kind whatsoever, under any B2X Documents or under any other document or agreement with us.

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

"Ledn Loan" means any loan advanced by Ledn pursuant to a Loan Agreement.

"Ledn Platform" means Ledn’s web-based platform, available at https://platform.ledn.io

"Ledn Service Providers" means Ledn’s affiliates, service providers, their respective officers, directors, agents, joint venturers, employees and representatives.

"Ledn’s Privacy Policy" means Ledn’s privacy policy, as updated from time to time, and available at: https://ledn.io/en/legal/privacy-policy

"Loan Agreement" means the loan and security agreement governing a Ledn Loan.

"Loan Proceeds" means the proceeds of the B2X Loan.

"Returned B2X Collateral" means the amount of B2X Collateral returned to you once you have fully satisfied your Indebtedness and closed your B2X Loan.

"Selected Cryptocurrency" means the selected amount of Eligible Cryptocurrency that you wish to use as part collateral to secure a B2X Loan.

"Sell Acceptance Window" means the time period indicated by Ledn’s staff as part of the Sell Quote during which the Sell Quote is valid and may be accepted by you, subject to these Terms.

"Sell Order" means the order placed by you to sell a portion or all of the B2X Collateral in accordance with a Sell Quote and subject to these Terms.

"Sell Order Proceeds" means the proceeds obtained from selling a portion or all of the B2X Collateral pursuant to these Terms.

"Sell Quote" means the details relating to the Sell Order provided to you by a Ledn representative.

"System Error" means any disruption or malfunction in any trading system or component of the Ledn Platform or any extraordinary market conditions or other circumstances in which the nullification or modification of transactions may be necessary for the maintenance of a fair and orderly market.

"Terms" means these terms and conditions applicable to the B2X service.

"Time of Acceptance" means the time at which Ledn accepts your Buy Order or Sell Order based on the Buy Quote or Sell Quote.

Last Updated: 1/4/2023