Trading Terms

Introduction

If you have a Ledn Savings Account with us you may be eligible to buy and sell Digital Assets using the Platform (referred as "trading activity"). The Digital Asset Savings Terms, which are found at: https://ledn.io/en/legal/savings-account-terms (the "Digital Asset Savings Terms") and our Privacy Policy, which is found at https://ledn.io/en/legal/privacy-policy, are incorporated by reference into these trading terms (the "Trading Terms"). The Digital Asset Savings Terms and all other agreements entered into separately between you and us are deemed supplementary terms that are integral part of these Trading Terms and shall have the same legal effect. The Digital Asset Savings Terms govern your use of your Savings Account. Unless otherwise defined in these Trading Terms, capitalized words are defined in the Digital Asset Savings Terms.

Please read and keep these Trading Terms for your records. In these Trading Terms, holders of a Savings Account, including owners, employees, agents and affiliates of any business, corporation, partnership or other entity that is, or is considering becoming, an account holder are sometimes referred to as "you" or "your".

The operator of the Platform is Ledn Inc., a Canadian corporation, and together with its affiliates and subsidiaries, is referred to as "Ledn," "we," "us" or "our" in these Trading Terms. The provider of your Savings Account and, unless as explicitly provided otherwise herein, your sole and exclusive counterparty when you conduct trading activity and when trading activity services are provided to you (the "Services") is as follows: (i) if you reside in the United States, Ledn (USA) Inc., a Wyoming corporation, and (ii) if you reside in any other country, Ledn Hodl I LP, a limited partnership formed under the laws of the Province of Ontario, Canada.
Acceptance of the Trading Terms

By conducting any trading activity, you agree that the terms and conditions contained in these Trading Terms will govern such activity, as modified from time to time. By conducting any trading activity you are also agreeing to be bound to any terms incorporated by reference, including the Digital Asset Savings Terms and our Privacy Policy.
Changes to the Trading Terms and Services

You understand and agree that we reserve the right to discontinue or make changes to the Services at any time. These Trading Terms were last updated and are effective as of the date first noted above. While we will endeavour to give you prior notice of any changes to these Trading Terms, we reserve the right to update these Trading Terms at our sole and absolute discretion from time to time, including for security, legal or regulatory reasons, to reflect updates or changes to our Services. If you do not agree with the amended version, you may choose to stop conducting any trading activity. Notwithstanding the above, we will always seek your consent to future modifications to the Trading Terms to the extent we are required to do so by Applicable Law.
Restricted Availability

The Services are available to a limited set of jurisdictions and are not currently available to residents of Canada or of any jurisdiction or country where Savings Accounts are not available. Due to the dynamic nature of regulatory requirements and interpretations, we reserve the right to update the list of prohibited jurisdictions and reject trading activity where we determine it is appropriate to do so in our sole and absolute discretion.
Trade Orders

You may place a trade to exchange any Digital Asset in your Savings Account for another Digital Asset using the ‘Quick Trade’ function on the Platform. You may access the ‘Quick Trade’ function through the Savings Account page on the Platform. A trade quote (each a "Trade Quote") is generated once you input the specific amount of a Digital Asset that you wish to trade and click the ‘Preview Order’ button. The Trade Quote includes a trade order spread (the “Spread”). 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 (each a "Trade Order") during the trade acceptance window (the "Trade Acceptance Window"), which is currently 15 seconds, 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.

We reserve the right to accept or refuse any Trade Order you place, at any time and for any reason, and you agree that a binding transaction (each a "Transaction") shall only be deemed to have occurred, when we have accepted your Trade Order and confirmed our acceptance by noting the Transaction as ‘Confirmed’ in your Savings Account.

WE SHALL BEAR NO LIABILITY WHATSOEVER FOR REFUSING, DELAYING OR REJECTING A TRADE ORDER OR FROM YOUR INABILITY TO ACCESS THE PLATFORM (INCLUDING AS A RESULT OF A SYSTEM OUTAGE OR DOWNTIME). YOU ACKNOWLEDGE AND AGREE THAT ONCE A TRANSACTION IS CONFIRMED IN YOUR SAVINGS ACCOUNT IT IS FINAL, BINDING AND IRREVERSIBLE.
Earning Interest

Interest is calculated daily based on the Digital Assets held in your account as of 11:59:59 p.m. EST (the "Calculation Time"). Any Digital Asset that you have acquired pursuant to a Transaction during that day will earn interest for that day as long as such Digital Asset is held in your Savings Account as of the Calculation Time, subject to and in accordance to the Digital Asset Savings Terms.
Trade Limits

Each Transaction is currently limited to $2,000,000 USD (or the equivalent value of the Digital Asset). There is also an aggregate daily Transaction value limit of $5,000,000 USD. If you have any questions about these limits please contact us at support@ledn.io.
Trading Activity Counterparty

A Trade Quote may not reflect the best price in active (spot) trading markets. The Trade Quote, or the price at which you can trade includes a Spread (above or below) the market prices sourced from third-parties. Any such Spread may change from time to time based on market conditions and may be different for different types of Digital Assets. You and us will be entering into each Transaction on a principal, not an agency, basis.

If you send any USD fiat currency to us by wire transfer, you are purchasing from us an equal amount of USDC and you are instructing us to settle and deliver such USDC (which may be done by book-entry) you purchased to your USDC Savings Account. By entering into a Transaction with us, you are instructing us to settle and deliver the Digital Asset (which may be done by book-entry) you purchased into your respective Savings Account. Since we are acting as principal when conducting trading activity, we may or may not, choose to enter into offsetting purchases and sales or otherwise hedge our obligations under any purchase or sale executed by you. You understand that if we choose to enter into offsetting purchases and sales or to otherwise hedge we may earn a trading profit or loss in connection with such purchase and sale transactions. The amount and magnitude of such trading profit or loss, if any, will depend on a number of factors, including, but not limited to, the prevailing market conditions at the time of entering into offsetting transactions or closing out hedges. Since future market conditions are unknown, it is not possible to accurately determine in advance whether we will realize a trading profit or loss.

You understand and acknowledge that you may suffer market losses during periods of volatility in the price and volume of a Digital Asset, particularly when system issues result in the inability to buy or sell a Digital Asset. You agree that you will not hold us responsible for any losses (including loss of opportunity) caused by such refusal or delay or such inability to transact.
Self-Directed Trading Activity

Your use of the Services and any trading activity is self-directed. That means that you are solely responsible for all purchase and sell orders, decisions to implement or maintain an investment strategy, and decisions to hold or sell a specific type of Digital Asset. You agree that any investment decision you make does not rely on any advice from us and is at your own risk. You must determine the suitability of any trade, investment, investment strategy, and risk associated with your trading activity.

We are not your broker, intermediary, agent, or advisor and we have no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using the Services. No communication or information provided to you by us is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom.

You should consult legal or tax professionals regarding your specific situation. Before making the decision to buy, sell or hold any Digital Asset, you should conduct your own due diligence and consult your financial advisors. We will not be held responsible for the decisions you make to buy, sell, or hold Digital Asset based on the information provided by us.
Taxes and Compliances with Local Laws

You will be able to see a record of the transactions related to your trading activity as set forth in the Savings Account under the heading ‘Transactions’. 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, if any, taxes apply to any gains or losses or to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority.

We will make any tax withholdings or filings that we are required by law to make, but we are not responsible for determining whether taxes apply to your transaction, or for collecting or remitting any taxes arising from any transaction.

You are responsible for complying with all Applicable Laws, whether federal, provincial, state, or local. You agree that neither us nor any of our affiliates are responsible for determining whether or which laws may apply to you. You are solely responsible for paying any taxes arising from your trading activity and filing any reports that you are required to file.
Disclaimer of Warranties

Except as otherwise expressly provided for in these Trading Terms, our Services are provided on an "as is" and "as available" basis. We expressly disclaim, and you waive, all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to our Services, including the information, content and materials contained therein.

You acknowledge that information you store or transfer through our services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, protocol changes by third party providers, internet outages, force majeure events or other disasters including third party DDoS attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our Services. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.
Indemnification

You will indemnify and hold us and our affiliates harmless from any losses, damages, suits and expenses, of whatever kind, including reasonable attorneys’ fees (including the fees and costs of our inhouse legal counsel), which we may incur in connection with or arising out of your trading activity, your violation of any law, regulation, order or other legal mandate, or the rights of a third party, or any act or omission by your agent, representative or third-party service provider while conducting trading activity, regardless of whether the specific use was expressly authorized by you.
Limitation of Liability

Except as otherwise required by law, in no event shall we, our directors, members, employees or agents be liable for any special, punitive, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use our Services, including without limitation any damages caused by or resulting from reliance on any information obtained from us, or that result from mistakes, omissions, interruptions, deletion of files or emails, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from a force majeure event, communications failure, theft, destruction or unauthorized access to our records, programs or services. We are also not liable to you under any circumstances whatsoever for claims, costs, losses or damages caused by an event that is beyond our reasonable control (e.g., the acts or omissions of third parties, natural disaster, emergency conditions, disease epidemics/pandemics such as Covid-19, government action, equipment or communications malfunction).

We will not be liable for any actual losses or damages to you except for such losses or damages that result from our willful misconduct. For example, we will not be liable: for any circumstances beyond our control (such as fire, pandemic or flood); if your Savings Account is not in an active status; for any legal requirements or regulatory restrictions or any effect they may have on you; if any network or blockchain conditions that prevent or delay any transfers or transactions; and other exceptions stated in these Trading Terms or in another agreement with you, including the Digital Asset Savings Terms. You also agree that we shall not be liable and you hereby waive any claim you may have against us arising out of or in any way related to any of the risks described or disclosed in these Trading Term including in the following risk disclosure section.
Risk Disclosure

We are not regulated as a bank or other depository institution. Your Savings Account is not a deposit account or a bank account. Digital Assets held in your Savings Account are not covered by insurance against losses or subject to FDIC or SIPC protections or the protections of any comparable organization anywhere in the world.

Digital Assets purchased by you pursuant to trading activity and transactions with us will be settled and delivered (which may be done by book-entry) into your Savings Account. We may pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use funds and Digital Assets to counterparties, and such Digital Assets will be exposed to various risks, including the credit risk that we will be unable to return such assets to you, as a result of such transactions. Digital Assets are not legal tender, and are not backed by any government. Legislative and regulatory changes or actions at the provincial, state, federal, or international level may adversely affect the use, transfer, exchange, and value of cryptocurrency.

Transactions in Digital Assets are irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Digital Asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time when we or you initiate the transaction. Depending on network conditions there may be a significant time gap between when a transaction is initiated and when such a transaction is confirmed or actually recorded on a public ledger.

The value of Digital Assets is derived from the continued willingness of market participants to exchange government-issued currency for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that particular Digital Asset disappear.

Digital Assets are a highly speculative and volatile asset class which you should own only if you can afford to lose the entire value of your holdings. The volatility and unpredictability of the price of digital assets relative to government-issued currency may result in significant loss over a short period of time. The nature of digital assets may lead to an increased risk of fraud or cyber-attack, including rollback attacks or blockchain reorganizations. The nature of Digital Assets means that any technological difficulties experienced by us may prevent access to or use of your assets. In light of these risks, you should carefully consider whether holding any Digital Assets or engaging in any trading activity is suitable for you.

You understand and acknowledge that we may settle any trading activity through book-entry. Therefore, you are subject to our credit risk. Your right to receive the purchased Digital Assets will not be secured by any property nor insured by any insurance. Your right to receive purchased Digital Assets will be subordinated to any of our secured debt and rank equally with any of our other debt obligations. This means that, in a bankruptcy or liquidation proceeding against us, your right to receive the Digital Assets in your Savings Account would rank equally in right of payment with all our other unsecured and unsubordinated debt. In such an event, you may lose the entire value of your Savings Account.
Conflicts and Disputes

You acknowledge and agree that we may take any action authorized or permitted by these Trading Terms without being liable to you, even if such action causes you to incur fees, expenses or damages.

If we receive conflicting instructions from authorized persons, or if we become involved in or concerned about a dispute between you and an authorized person, we have discretion to act in ways we believe to be appropriate, including by prohibiting trading activity, closing your Ledn Account and returning the Digital Assets held in such account. You are liable for all expenses and fees we incur for such conflicts or disputes, including internal costs and legal fees, and we may charge them to your Savings Account.

Fraudulent activity, including any attempt to conduct trading activity with insufficient Digital Assets is strictly prohibited and may result in the prohibition of trading activity or the closure of your Ledn Account. Fraudulent activity includes any attempt to take advantage of errors regarding the Services. Any errors you identify or suspect should be flagged to support@ledn.io for appropriate remediation.
Disclosure of Information

We will disclose information to third parties about your trading activity: (i) where it is necessary for completing transfers and transactions; (ii) in accordance with the Digital Asset Savings Terms or our Privacy Policy; (iii) if you give us your written permission; (iv) if we close your Savings Account due to a deficient balance, excessive instances when you do not have sufficient funds in your account or to protect or enforce our legal rights; and (v) in order to comply with any legal or regulatory obligations.
Security, Fraud and Phishing

You must maintain adequate security and control of any and all IDs, passwords, hints, or any other codes that you use to access your Savings Account. Any loss or compromise of the foregoing information or your personal information may result in unauthorized access, which may result in unauthorized trading activity. We assume no responsibility for any loss that you may sustain due to compromise of your information. You accept all risks of unauthorized access and use of your Savings Account, including unauthorized trading activity.

We would like to alert you to the risk of websites which may impersonate us. These fraudulent websites may try to swindle you out of money and personal information, such as identification documents. These fraudulent websites may attempt to mimic the ‘look and feel’ of our website by using similar branding, logos, design or content. You should be alerted to the possibility of scams and should always exercise care in giving out personal data and information.

There are many scam schemes and social engineering approaches. If you are not sure about something, please send us an email to support@ledn.io
General Matters

All of our actions relating to your trading activity will be governed by the laws and regulations of the Province of Ontario and the laws of Canada applicable therein. Any lawsuit regarding your trading activity must be brought in a proper court in the City of Toronto, in the Province of Ontario.

If any part of these Trading Terms is determined to be invalid or unenforceable, such determination will not affect the remainder of these Trading Terms.

We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. These Trading Terms and the relationship created hereby do not create a fiduciary relationship between us. We may follow instructions regarding your trading activity if we reasonably believe that you have authorized such instructions.

You acknowledge and agree that we may record and monitor our conversations with you and your electronic communications with us (chat, e-mail and other forms of electronic exchange). Subject to Applicable Law, you consent in advance to such recording and monitoring and we do not need to remind you of these activities. We reserve the right to limit access to your accounts, which can include temporarily or permanently removing your online access or restricting your trading activity without prior notice to you unless prior notice is required by Applicable Law. We do not bear liability for such actions.

We accept digital images, e-signatures, and click signatures for documents that need to be signed. However, we will not be liable if use of a device was unauthorized or if the size, color or quality of the signature is different from that of any signature previously presented to us. We may rely on facsimile signatures when the facsimile signature resembles or purports to be the signature of an authorized person. You agree to reimburse us (and we may charge your account) for all claims, costs, losses and damages, including reasonable attorneys’ fees, that result from our reliance on an electronic signature or by a facsimile or digital image that we otherwise believe you authorized.

We may delay or waive any rights we have under these Trading Terms. If we delay or waive our rights, you are still obligated to pay us fees and any other amounts you may owe us under these Trading Terms. Any delay or waiver of our rights applies only to the specific instance in which we decide to delay or waive the provision and does not affect our future rights in any way.

We may offer you a version of these Trading Term in another language, such as Spanish, to facilitate your understanding, but you acknowledge and agree that only the English version of the Trading Terms shall govern and that in the case of any dispute or controversy only the English version will prevail.
Errors or Mistakes

Tell us promptly if you believe that an electronic transfer or transaction has been made without your permission. If you tell us orally or via electronic means, we may require that you send us your complaint or question in writing, and we may request additional information within ten (10) business days. We will endeavor to determine whether an error occurred within ten (10) business days after we hear from you and will attempt to correct any error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question.

Last Updated: 10/19/2022