Trading Terms
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Acceptance of Terms
By using the trade function (“Trade Function”) on your Transaction Account, you confirm that you have read, understood, and accept these Trading 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; and (d) Disclaimers, found at https://ledn.io/legal/disclaimers; and (e) Digital Asset Transaction Account Terms, found at https://ledn.io/legal/transaction-account-terms.
The provider of the Trade Function 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 (“Ledn”). In these Terms, “you” or “your” means the legal owner of the Transaction Account as named and listed on the Ledn Platform.
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Restricted availability
The Trade Function is only available in select jurisdictions. You will not have access to the Trade Function if you are a resident of (a) Canada, (b) certain jurisdictions of the United States; (c) or an Ineligible Jurisdiction as specified at https://ledn.io/legal/ineligible-jurisdictions. Ledn reserves the right, in its sole discretion, to restrict access to the Trade Function in any other jurisdictions at any time, whether due to local or international laws and regulations or for any other reasons.
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The Trade Function
You may use the Trade Function to exchange an amount of certain select digital assets that are eligible to be held in a Transaction Account as determined by Ledn from time to time (each a “Supported Digital Asset”) for another Supported Digital Asset.
On the Trade Function, a trade quote (each a “Trade Quote”) is generated once you input the specific amount of a digital asset that you wish to trade and click the “Preview Order” button. A Trade Quote may not reflect the best price in active (spot) digital asset trading markets. The Trade Quote, or the price at which you can trade includes a Spread that may be above or below the market prices sourced from third parties (“Spread”). Ledn may, in its sole discretion, change such Spread from time to time based on market conditions. The Spread may be different for different types of Supported Digital Assets.
Once you have clicked the “Preview Order” button a new window will appear summarizing the terms of the trade (the “Trade Summary Page”). On the Trade Summary Page, you may submit your trade order (“Trade Order”) during the 15-second trade acceptance window (“Trade Acceptance Window”) by clicking the “Submit” button. If you do not submit a Trade Order within the Trade Acceptance Window, an updated Trade Quote will be automatically generated.
Ledn reserves the right to accept or refuse any Trade Order you place, at any time in its sole discretion, and you acknowledge that a binding transaction ("Transaction”) will only be deemed to have occurred, when Ledn has accepted and confirmed your Trade Order by noting the Transaction as “Confirmed” in your Transaction Account. You acknowledge that you and Ledn will be entering into each Transaction on a principal capacity and on a proprietary basis.
LEDN WILL NOT BE LIABLE WHATSOEVER FOR REFUSING, DELAYING OR REJECTING A TRADE ORDER. YOU ACKNOWLEDGE AND AGREE THAT ONCE A TRANSACTION IS CONFIRMED IN YOUR TRANSACTION ACCOUNT IT IS FINAL, BINDING, AND IRREVERSIBLE.
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Trade limits
Each Transaction is currently limited to USD$2,000,000 (or the equivalent value of the digital asset). There is also an aggregate daily Transaction value limit of USD$5,000,000.
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Self-directed trading activity
Your use of the Trade Function and any trading activity is self-directed. That means that you are solely responsible for all Transactions. You acknowledge and agree that any decision you make in using the Trade Function does not rely on any advice from Ledn and is at your own risk. You must determine the suitability of any trade and risk associated with your use of the Trade Function. Ledn is not your broker, intermediary, agent, or advisor and Ledn has no fiduciary relationship or obligation to you in connection with any decision or trade effected by you using the Trade Function.
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Taxes
You will be able to see a record of the transactions related to your trading activity as set forth in your Transaction Account. You may wish to use such records for the purposes of making any required tax filings or payments. It is your responsibility to determine what taxes, if any, apply to the Transactions resulting from your use of the Trade Function, and to collect, report, and remit the correct tax to the appropriate tax authority.
Ledn is not responsible for determining whether any taxes apply to you or for collecting, reporting, or remitting any taxes arising from any Transactions resulting from your use of the Trade Function. You hereby release Ledn from any and all tax liabilities that may arise from any transactions that you carry out on the Platform, including Transactions resulting from your use of the Trade Function.
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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 Trade Function and these Terms, including loss of revenue, profits, goodwill, opportunity, data, or information, or diminution in value of the Transferred 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 Trade Function. 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 Trade Function 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 7will 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 Trade Function or any Ledn Service Provider’s activities in connection with the Trade Function, 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 Trade Function.
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Changes to the Trade Function and updates to these Terms
These Terms are effective as of the date herein. Ledn reserves the right to discontinue or make changes to the Trade Function 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 change. 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 Trade Function 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 Trade Function. 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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Disclosure of trading information
You acknowledge that Ledn may, in accordance with Ledn’s Privacy Policy, disclose information about your Transactions to third parties: (a) with your written permission; (b) where it is necessary to process transfers; (c) to protect or enforce Ledn’s legal rights; or (d) 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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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.
Last Updated: 09/12/2023