B2X Terms
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Acceptance of the Terms
By using the B2X service to apply for a B2X Loan, you confirm that you have read, understood, and accept these B2X Terms (“Terms”). You acknowledge that the following additional Ledn terms and conditions are incorporated into these Terms by reference: (a) Terms of Service, found at https://ledn.io/legal/terms-of-service; (b) Privacy Policy, found at https://ledn.io/legal/privacy-policy; (c) Risk Disclosure Statement, found at https://ledn.io/legal/risk-disclosure-statement; (d) Disclaimers, found at https://ledn.io/legal/disclaimers; (e) Digital Asset Transaction Account Terms, found at https://ledn.io/legal/transaction-account-terms; and (f) your Loan Agreement.
The provider of the B2X service and your sole and exclusive counterparty to these Terms is Ledn Cayman SEZC Inc., a Cayman Islands special economic zone company registered as a Virtual Asset Service Provider with the Cayman Islands Monetary Authority (“B2X Provider”). Capitalized terms used but not otherwise defined in these Terms have the meanings assigned to them under Section 16.
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Restricted availability
The B2X service is only available in select jurisdictions. You will not have access to the B2X service if you are a resident of (a) Canada, (b) the United States; (c) or an Ineligible Jurisdiction as specified at https://ledn.io/legal/ineligible-jurisdictions. B2X Provider reserves the right, in its sole discretion, to restrict access to the B2X service in any other jurisdictions at any time, whether due to applicable laws and regulations or for any other reasons.
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The B2X Service
The B2X service facilitates your purchase of certain select Digital Assets as determined by B2X Provider from time to time (each a “Supported Digital Asset”) through a loan from Lender pursuant to a Loan Agreement and in accordance with these Terms (a “B2X Loan”).
You may use the B2X calculator on the Platform to obtain a Buy Quote to purchase Supported Digital Assets. If you wish to place a Buy Order to purchase Supported Digital Assets based on a Buy Quote, you must input an amount of Supported Digital Asset (the “Initial Digital Assets”) to post as part of the collateral for your B2X Loan. The proceeds of such B2X Loan will be automatically used to purchase the specified amount of additional Supported Digital Assets (the “Purchased Digital Assets”), which Purchased Digital Assets will then be automatically posted as further collateral for your B2X Loan. The Initial Digital Assets and the Purchased Digital Assets will together constitute the “Initial Collateral” for such B2X Loan.
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Using the B2X service
On the Platform, a Buy Quote is generated once you input the amount of Initial Digital Assets that you wish to use as part of the collateral for a B2X Loan. A Buy Quote may not reflect the best price in active (spot) digital asset markets. The Buy Quote includes a spread that may be above or below the market prices sourced from third parties (“Spread”). B2X Provider 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 a Buy Quote is generated, you may accept it by completing the Buy Order Steps during the Buy Acceptance Window. If you complete the Buy Order Steps outside of the Buy Acceptance Window, B2X Provider may, in its sole discretion: (a) accept and complete your Buy Order pursuant to the Buy Quote; (b) refuse to complete your Buy Order; or (c) accept and complete your Buy Order pursuant to an updated Buy Quote which will be agreed to between you and B2X Provider. B2X Provider reserves the right to refuse your Buy Order at any time and for any reason. A binding transaction will only be deemed to have occurred when B2X Provider has accepted your Buy Order, in B2X Provider’s sole discretion, based on the terms of the Buy Quote (“Completed Order”). B2X Provider reserves the right to rescind a Completed Order within 24 hours of the Time of Acceptance if B2X Provider deems, in its sole discretion, that such Completed Order was based on a mistake or manifest error, including an error related to a Buy Quote, or a System Error. B2X Provider may impose a limit on the maximum permitted amount of Initial Digital Assets for a Buy Order from time to time.
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The B2X Loan
In connection with the B2X service, you acknowledge and agree that you are required to enter into a Loan Agreement to obtain a B2X Loan from Lender. You may be presented with the choice to enter into either a “Standard Loan” or a “Custodied Loan” pursuant to the Loan Agreement (as such terms are defined in the Loan Agreement) during the Buy Order Steps, in which case your selection will become your B2X Loan. Depending on the type of B2X Loan you enter into, the Lender, as defined in the Loan Agreement, may or may not be the same as B2X Provider. If no such choice is presented to you during the Buy Order Steps, you acknowledge and agree that your B2X Loan will be deemed to be a Standard Loan for the purposes of the Loan Agreement.
By placing a Buy Order, you hereby acknowledge and agree that:
(a) The amount of Initial Digital Assets will be deducted from your Transaction Account to post as collateral for your B2X Loan, and to the extent that Lender is different from B2X Provider, you are instructing and authorizing B2X Provider to transfer such Initial Digital Assets to Lender.
(b) The B2X Loan proceeds will be automatically used to purchase the Purchased Digital Assets pursuant to your Buy Order in accordance with the provisions of these Terms, and to the extent that Lender is different from B2X Provider, you are instructing and authorizing Lender to transfer the B2X Loan proceeds to B2X Provider in connection therewith, and Lender will have the right under the Cayman Islands Contracts (Rights of Third Parties) Act (as amended) to rely on these Terms.
(c) The Purchased Digital Assets will be automatically posted as further collateral for your B2X Loan, and to the extent that Lender is different from B2X Provider, you are instructing and authorizing B2X Provider to transfer such Purchased Digital Assets to Lender.
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Risk Disclosures
You acknowledge and agree that you will 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 the B2X service is suitable for you in light of your circumstances and financial resources. You should only use the B2X service if you have a sophisticated knowledge and understanding of digital assets.
You may sustain a total loss of your Initial Collateral and in some cases, it is possible that you may incur losses beyond your Initial Collateral. If the value of your Initial Collateral deteriorates markedly, Lender may require you to top up a substantial amount of additional collateral on short notice in order to maintain your B2X Loan in accordance with your Loan Agreement and avoid an event of default. If you do not top up your B2X Loan with such additional collateral within the time required by Lender, your Initial Collateral may be liquidated at a loss in accordance with your Loan Agreement and in some cases, you may be liable for any deficit.
In addition to the above, Ledn’s full Risk Disclosure Statement can be found at https://ledn.io/legal/risk-disclosure-statement and Disclaimers can be found at https://ledn.io/legal/disclaimers.
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Disclaimer of liability
To the maximum extent permitted by applicable law, in no event will Ledn 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 direct, indirect, punitive, exemplary, special, consequential, incidental, or similar damages arising out of or related to your use of the B2X service and these Terms, including loss of revenue, profits, goodwill, opportunity, data, or information, or diminution in value of the Initial Digital Assets or Purchased Digital Assets, 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.
The Ledn Service Providers do not guarantee continuous, uninterrupted, or secure access the B2X service. 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 the B2X service 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.
If this Section 7 is deemed to conflict with any other Section of these Terms, this Section 7 will supersede and prevail over any such other Section.
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Indemnification
You shall indemnify and hold all Ledn Service Providers harmless from or 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 B2X service or any Ledn Service Provider’s activities in connection with the B2X service, or any of the information, services or transactions contemplated by or related to these Terms, or any Ledn Service Provider’s performance or non-performance of its obligation to you under these Terms, or your breach of these Terms.
You shall indemnify all Ledn Service Providers for reasonable legal and enforcement costs and expenses that arises out of or relates to any regulatory inquiry, legal action, litigation, dispute, or investigation that arises out of or relates to your use of the B2X service.
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Changes to the B2X service and updates to these Terms
These Terms are effective as of the date herein. B2X Provider reserves the right to discontinue or make changes to the B2X service at any time. B2X Provider may update these Terms from time to time for commercial, security, legal, or regulatory reasons. B2X Provider may notify you of such changes via Ledn’s website, in your Ledn Account or by email, but B2X Provider has no obligation to notify you of every change. You are responsible for periodically checking these Terms for updates. Updates will take effect immediately once B2X Provider has posted the updated Terms on the Platform. Your continued use of the B2X service after any such updates will constitute your acceptance of the updated Terms. If you do not agree with the updated version of these Terms, your sole and exclusive remedy is to not use the B2X service. Notwithstanding the foregoing, B2X Provider will provide notices for future updates to these Terms to the extent required pursuant to applicable laws.
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Disclosure of trading information
You acknowledge that B2X Provider may, in accordance with Ledn’s Privacy Policy, disclose information about your B2X service transactions to third parties: (a) with your written permission; (b) where it is necessary to process transfers; (c) to protect or enforce B2X Provider’s legal rights; or (d) to comply with B2X Provider’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.
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Waiver
B2X Provider will not be deemed to have waived any rights under these Terms unless such waiver is given in writing by B2X Provider’s duly appointed representative. No delay or omission on B2X Provider’s part in exercising any right shall operate as a waiver of such right or any other right. A waiver by B2X Provider of a provision of these Terms shall not prejudice or constitute a waiver of B2X Provider’s right otherwise to demand strict compliance with that provision or any other provision of these Terms. No prior waiver by B2X Provider, nor any course of dealing between B2X Provider and you shall constitute a waiver of any of B2X Provider’s rights or of your obligations as to any future transactions. Whenever B2X Provider’s consent is required under these Terms, the granting of such consent by B2X Provider 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 B2X Provider’s sole discretion.
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Entire Agreement
These Terms constitute the entire agreement between you and B2X Provider 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.
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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.
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Governing Law and Jurisdiction
These Terms and all matters arising out of or related to these Terms are governed by and construed in accordance with the laws of the Cayman Islands.
You hereby agree that the courts of the Cayman Islands will have exclusive jurisdiction to hear and determine any action or proceeding arising out of or related to these Terms and you agree to irrevocably submit to the jurisdiction of such courts.
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Paramountcy
To the extent there exists any conflict between any provision in these Terms and your Loan Agreement, the provision in your Loan Agreement will govern to the extent of such conflict. For greater certainty, a conflict will not be deemed to exist if either these Terms or your Loan Agreement provides for a matter that the other does not.
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Definitions
“Buy Acceptance Window” means the period of time beginning when a Buy Quote is displayed on the Platform and ending 5 minutes thereafter.
“Buy Order” means the order placed by you to purchase Purchased Digital Assets using the B2X 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 accepted a Buy Quote and placed a Buy Order, including reviewing and agreeing to the Loan Agreement and satisfying all conditions under such Loan Agreement.
“Buy Quote” means the details relating to the Buy Order displayed on the Platform once you input the amount of Initial Digital Assets and includes any subsequently updated Buy Quote.
“Ledn” means 21 Technologies Inc., a Cayman Islands exempted company, and/or its subsidiaries and affiliates, including the B2X Provider.
“Ledn Account” means your unique account created on the Platform.
“Lender” means the party identified as the lender and your sole and exclusive counterparty in your Loan Agreement.
“Loan Agreement” means the USD loan agreement entered into between you and Lender with respect to a B2X Loan.
“Platform” means Ledn’s website at https://ledn.io/ and its subdomains, or Ledn’s mobile application which can be downloaded from the Apple App Store or Google Play Store.
“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.
“Time of Acceptance” means the time at which B2X Provider accepts your Buy Order based on the Buy Quote.
“Transaction Account” means an account governed by the Digital Asset Transaction Account Terms.
“You” or “you” means the legal owner of the Ledn Account as named and listed on the Platform.
Last Updated: 12/04/2023