Terms of Service
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Acceptance of Terms
By accessing or using 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 (“Ledn Mobile App”) (collectively, the “Platform”), you agree that you have read, understood, and accept these Terms of Service (“Terms”), which forms a legally binding contract between you and Ledn. You acknowledge that the following additional Ledn terms and conditions are incorporated into these Terms by reference: (i) Privacy Policy, found at https://ledn.io/legal/privacy-policy; (ii) Risk Disclosure Statement, found at https://ledn.io/legal/risk-disclosure-statement; and (iii) Disclaimers, found at https://ledn.io/legal/disclaimers.
In these Terms, users of the Platform and holders of Ledn Accounts (as defined herein) are referred to as “you” or “your.” 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 (together with its affiliates and subsidiaries, “Ledn”).
Your access and use of the Platform and Ledn’s products and services (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.
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Opening your Ledn Account and Know-Your-Client (“KYC”) verification
You may open a Ledn account (“Ledn Account”) at https://platform.ledn.io/signup. As part of Ledn’s anti-money laundering and counterterrorism financing compliance program (“AML Program”) and applicable laws, Ledn may be required to obtain, verify, and record certain KYC information about you. Ledn’s AML Program is designed to prevent the use of Ledn’s Services for money laundering or terrorist financing activities. Ledn takes all necessary steps to prohibit fraudulent transactions, report suspicious activities, and prevent money laundering and any related acts that facilitates money laundering, terrorist financing or any other financial crimes, among others. As such, you shall provide Ledn with all information required by Ledn for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes, and permit Ledn to keep a record of such information. You shall complete certain verification procedures before you are permitted to use Ledn’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 collects about you on an ongoing basis.
The information Ledn required 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 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 updated if any of the information you provide changes. You authorize Ledn to make inquiries, whether directly or through third parties, that Ledn considers necessary to verify your identity or protect you or Ledn against fraud or other financial crime, and to take action Ledn reasonably deems necessary based on the results of such inquiries. When Ledn carries out these inquiries, you acknowledge that your personal information may be disclosed to fraud prevention, regulatory, or financial crime agencies.
Ledn 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’s internal policies and procedures. At any time, Ledn may require you to provide Ledn 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.
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; (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 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.
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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 strives to provide you with excellent service, Ledn does not represent that the Platform or Services will be available without interruption and Ledn does not guarantee that any transaction will be executed, accepted, or recorded. Ledn 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’s website.
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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 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 has developed systems and processes designed to protect the data Ledn 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’s security technology is designed to prevent, detect, and mitigate inappropriate access to Ledn’s systems, by internal or external threats. Ledn believes it has developed and maintained reasonable administrative, technical, and physical safeguards designed to comply with applicable laws and industry standards. However, it is nevertheless possible that hackers, employees, service providers, or others acting contrary to Ledn’s policies and procedures could circumvent these safeguards to improperly access Ledn’s systems or documents, or the systems or documents of Ledn’s business partners, agents, or service providers, and improperly access, obtain, 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.
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 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 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 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 to provide Ledn a copy of any report prepared by such legal authorities.
You shall fully cooperate with Ledn in its internal investigation of a Client Security Breach and provide Ledn 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 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 funds held within.
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 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.
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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 Ledn’s Risk Disclosure Statement, found at https://ledn.io/legal/risk-disclosure-statement, and Disclaimers, found at https://ledn.io/legal/disclaimers.
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Your representations, warranties and covenants
As a material inducement for Ledn to provide you with a Ledn Account under these Terms, you hereby make the following representations, warranties and covenants to Ledn 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 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 jurisdiction 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 a resident of an Ineligible Jurisdiction as specified at https://ledn.io/legal/ineligible-jurisdictions;
d) No consent, approval, order, license or exemption from or filing with or registration with any governmental authority nor any approval of any other Pperson, is or will be required as a condition to (i) the acceptance of these Terms, (ii) your use of your Ledn Account, or (iii) the validity or enforceability of these Terms;
e) 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, 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;
f) You are, and at all times while your Ledn Account is open, will be in compliance with all applicable laws;
g) You will notify Ledn 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;
h) You have never been previously suspended or removed from the Platform or have had your Ledn Account closed by Ledn;
i) You will use your Ledn Account only for yourself, and not on behalf of any third party;
j) All information, materials, data, content, or documents you provide or make available to Ledn is and will remain true, accurate, current, non-misleading, and complete. You will maintain and update all personal information you provide to Ledn to ensure it is true, accurate, current, non-misleading, and complete at all times;
k) 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;
l) You have a sophisticated understanding of digital assets and the technology that underlies them;
m) You agree that you are and will remain solely liable for all the activity that occurs in connection with your Ledn Account; and
n) 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; (iv) infringes any patent, trademark, trade secret, copyright, or other property rights of any party; (v) impersonates any person or entity; or (iv) 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.
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Changes to Services
The availability of Ledn’s Services is subject to change from time to time without notice. Ledn reserves the right at any time to modify or discontinue one or more Services (or any part thereof) without notice. Ledn will not be liable to you for any such modification or discontinuance of any Service.
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Suspending, restricting, or closing your Ledn Account
Ledn may suspend, restrict, or terminate your access or use of your Ledn Account if you fail to comply with these Terms, or if, in Ledn’s sole discretion, such action is reasonably necessary to comply with: (a) Ledn’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’s decision to take such actions may be based on confidential criteria and reasons related to Ledn’s risk management, legal, regulatory and security protocols, and Ledn is under no obligation to disclose any of the foregoing to you.
Ledn may suspend or restrict your Ledn Account for any period of time that is reasonably necessary to resolve any of the above-noted matters. Ledn may close your Ledn Account in accordance with this Section at any time without advance notice. If your Ledn Account has any account balances associated with the Services when Ledn closes it, Ledn will return such account balances to you pursuant to the terms of such Services unless such transfer is prohibited under applicable law.
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Fair Practices
You agree not to: (a) make any representations, warranties or guarantees on Ledn’s behalf with respect to the Platform or Services, (b) make any false or misleading representations with respect to Ledn, 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.
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Feedback
You acknowledge and agree that Ledn (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’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’s Platform or Services based on any Feedback.
By submitting Feedback to Ledn, you: (e) acknowledge and agree that such Feedback is non-confidential, except for any personal and financial information; (f) grant Ledn 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 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’s use of any Feedback you provide.
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Copyrights, Trademarks and Other Intellectual Property Rights
Unless otherwise indicated by Ledn, all copyright and other intellectual property rights in all content and other materials contained on Ledn’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’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 or Ledn’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 or its licensors, as applicable.
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Third-Party Websites and Content
The Platform and some of Ledn’s communications to you may contain links to third party websites. Any such links is provided only as a convenience and should be used at your own risk. Ledn has no control over any such links and websites. The existence of any link on the Platform or Ledn’s communications does not imply any affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by Ledn. Your use of any such third-party websites is governed by the terms of service and the privacy policies of those websites. Ledn will not be liable to you for any loss arising from or related to your access and use of any third-party website.
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Electronic Delivery of Documents
Ledn may be required to provide certain legal and regulatory disclosures, agreements, terms and conditions, account statements, notices, and other communications (collectively “Documents”) to you in written form. You agree and consent to Ledn delivering such Documents to you in electronic form, including by e-mail. You agree that all Documents that Ledn provides to you electronically satisfies any legal requirement that such communications would satisfy if they were provided in writing. To the extent permissible under applicable law, you waive any rights to require an original non-electronic signature or delivery or retention of non-electronic records.
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Changes to the Platform and updates to these Terms
These Terms are effective as of the date herein. Ledn reserves the right to make changes to the Platform at any time. Ledn may update these Terms from time to time for commercial, security, legal, or regulatory reasons. Ledn may notify you of such changes via Ledn’s website, in your Ledn Account or by email, but Ledn has no obligation to notify you of every changes. You are responsible for periodically checking these Terms for updates. Updates will take effect immediately once Ledn has posted the updated Terms on the Platform. Your continued use of the Platform 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 close your Ledn Account and discontinue using the Platform. Notwithstanding the foregoing, Ledn will provide notices for future updates to these Terms to the extent required pursuant to applicable laws.
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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 Ledn Account and these Terms, including loss of revenue, profits, goodwill, opportunity, data, or information, 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 to your Ledn Account. 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 will always be able to meet your demands.
If this Section 15 is deemed to conflict with any other Section of these Terms, this Section 15 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 your Ledn Account or any Ledn Service Provider’s activities in connection with such Ledn Account, 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 your Ledn Account. In connection with the foregoing, Ledn may suspend or restrict your Ledn Account in accordance with Section 8 until such matter is resolved and will be entitled to charge your Ledn Account for all such costs without notice.
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Disclosure of Ledn Account information
You acknowledge that Ledn may, in accordance with Ledn’s Privacy Policy, disclose information about your Ledn Account and transactions to third parties: (a) with your written permission; (b) where it is necessary to process transfers; (c) to verify the existence and condition of your Ledn Account for a third party; (d) to protect or enforce Ledn’s legal rights; or (e) to comply with Ledn’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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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 may assign these Terms, in whole or in part, at any time without notice to you. These Terms are binding upon and inure to the benefit of you and your heirs, administrators, executors, legal and personal representatives, and to Ledn and its successors and assigns.
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Waiver
Ledn will not be deemed to have waived any rights under these Terms unless such waiver is given in writing by Ledn’s duly appointed representative. No delay or omission on Ledn’s part 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 Ledn’s consent 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 Ledn’s sole discretion.
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Entire Agreement
These Terms constitute the entire agreement between you and Ledn 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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Interpretation provisions
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 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.
Last updated: 08/03/2023