Legacy Digital Asset Savings Terms
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Acceptance of Terms
THESE TERMS ONLY APPLY TO YOU IF YOU ARE A RESIDENT OF THE UNITED STATES WITH A SAVINGS ACCOUNT THAT WAS OPENED PRIOR TO APRIL 4, 2022 (“LEGACY SAVINGS ACCOUNT”).
By using your Legacy Savings Account, you confirm that you have read, understood, and accept these Legacy Digital Asset Savings 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; and (e) Digital Asset Transaction Account Terms, found at https://ledn.io/legal/transaction-account-terms.
The provider of your Legacy Savings Account 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”). Capitalized terms used but not otherwise defined in these Terms have the meanings assigned to them under Section 22.
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Your Legacy Savings Account
Only BTC or USDC can be held in a Legacy Savings Account (each a “Supported Digital Asset”). You may only hold your existing Account Balance in your Legacy Savings Account. You may not transfer any additional Supported Digital Assets into your Legacy Savings Account. Supported Digital Assets held in your Legacy Savings Account are referred to as “Transferred Digital Assets” in these Terms.
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Withdrawing Transferred Digital Assets from your Legacy Savings Account
You will only be able to internally transfer Transferred Digital Assets from your Legacy Savings Account to your Transaction Account, after which you may transfer such amount to your external wallet address.
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Transfer of legal and beneficial ownership of Transferred Digital Assets
(a) You hereby acknowledge and agree that full legal and beneficial ownership of Transferred Digital Assets shall transfer to Ledn. Consequently, you agree that (i) any and all legal and beneficial right, title, and interest in and to the Transferred Digital Assets shall vest in Ledn free and clear of any Lien or any other interest you or any third party may have; (ii) neither Ledn nor any other person is safekeeping or administering such Transferred Digital Assets on your behalf, or otherwise providing any form of custodial service to you in relation to such Transferred Digital Assets; and (iii) Ledn’s obligation to you in relation to such Transferred Digital Assets will be a contractual obligation to return an equivalent amount of Transferred Digital Assets to you upon a withdrawal request made by you in accordance with these Terms.
(b) Ledn will not lend, sell, invest, or otherwise use any amount of Transferred Digital Assets held in a Legacy Savings Account.
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Third-Party Custodian
Transferred Digital Assets are held in a custodial wallet held at Ledn’s Third-Party Custodian. Ledn’s “Third-Party Custodian” is BitGo Trust Company, Inc., a trust company formed under the laws of South Dakota, or any other custodian that Ledn may appoint to provide Digital Asset safekeeping services for Ledn from time to time. Ledn may change the Third-Party Custodian without prior notice to you. You acknowledge that further to Section 4(a), Ledn’s custody account at the Third-Party Custodian will be opened and maintained for and on behalf of Ledn and not you.
Notwithstanding the foregoing, you acknowledge that Transferred Digital Assets may not always be held in a custodial wallet at the Third-Party Custodian for and on behalf of Ledn, and may from time to time be held by Ledn in non-custodial wallets (“Hot Wallets”) outside of the Third-Party Custodian for operational purposes. You acknowledge that such Hot Wallets are controlled by Ledn, acting on its own behalf, and neither Ledn nor any other person is safekeeping or administering any Transferred Digital Assets, or otherwise providing any form of custodial service, to you in relation to such Transferred Digital Assets that may be held in such Hot Wallets from time to time.
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Suspending, restricting, or closing your Legacy Savings Account
Ledn may suspend, restrict, or terminate your access or use of your Legacy Savings Account, or withhold or delay an External Transfer request 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 Legacy Savings Account for any period of time that is reasonably necessary to resolve any of the above-noted matters. In such circumstances, External Transfers may not be processed until such matter is resolved. Ledn may close your Legacy Savings Account in accordance with this Section at any time without advance notice. If your Legacy Savings Account has an Account Balance when Ledn closes it, Ledn will return such Account Balance to you unless such transfer is prohibited under Applicable Law.
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Conflicts and disputes involving your Legacy Savings Account
If: (a) a third party makes a claim on your Legacy Savings Account; (b) Ledn receives conflicting instructions from more than one authorized users of your Ledn Account; or (c) Ledn becomes involved in a legal dispute concerning you, Ledn may, in its sole discretion, act in a manner it believes to be appropriate in the circumstances, including by suspending, restricting, or closing your Legacy Savings Account in accordance with these Terms. You will be liable for all expenses and fees Ledn incurs in connection with any such conflicts or disputes, including reasonable attorney fees, and you hereby acknowledge that Ledn may deduct such amounts from your Legacy Savings Account.
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Taxes
Ledn is not responsible for determining whether any taxes apply to you or for collecting, reporting, or remitting any taxes arising from any transaction in your Legacy Savings Account. You are responsible for complying with Applicable Law and it is your responsibility to determine what taxes may apply to the transactions you make in your Legacy Savings Account and to appropriately report and remit any such taxes to the appropriate tax authority. You hereby release Ledn from any and all tax liabilities that may arise from any transactions that you carry out on the Platform, including in connection with your Legacy Savings Account.
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Your representations, warranties and covenants
As a material inducement for Ledn to provide you the Legacy Savings Account under these Terms, you hereby make the following representations, warranties and covenants to Ledn as of each date you transfer Supported Digital Asset into your Legacy Savings Account, and such representations, warranties and covenants are deemed to be made continuously for as long as your Legacy Savings 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 use of your Legacy Savings 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 resident in an Ineligible Jurisdiction;
(d) You are not insolvent and are not subject to an Act of Insolvency;
(e) No consent, approval, order, license or exemption from or filing with or registration with any governmental authority nor any approval of any other Person, is or will be required as a condition to (i) the acceptance of these Terms, (ii) your use of the Legacy Savings Account, or (iii) the validity or enforceability of these Terms;
(f) The entry into, and performance under, these Terms do not (i) if you are a legal entity, violate, contravene or conflict with any provision of any of your organizational, constitutive, operative, or governing documents, (ii) violate, contravene or constitute a default under any order, decree or judgment, or any provision of any Applicable Law, in each case applicable to the Transferred Digital Asset, (iii) violate, contravene or conflict with, result in a breach of or constitute (with notice or lapse of time or both) a default under, any agreement, mortgage, indenture or contract to which you are a party or by which you or any of your property is bound, or (iv) result in the creation or imposition of any Lien of any kind on the Transferred Digital Asset;
(g) You have good and marketable legal and beneficial title to all of your Transferred Digital Assets, free and clear of any and all Lien and claims of any Person, and there is no agreement, option or other right or privilege outstanding or agreed to be created in favour of any Person for the purchase or transfer from you of any of your Transferred Digital Assets, or the creation of any Lien in your Transferred Digital Asset. You will not create or allow any Lien or claims of any Person on your Transferred Digital Assets, other than those created by these Terms. You have the power to transfer the Transferred Digital Asset to Ledn pursuant to these Terms and there are no restrictions on the transfer of such Transferred Digital Assets, other than those created by these Terms;
(h) 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 or affect your Transferred Digital Assets, 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;
(i) You are, and at all times while the Legacy Savings Account is open, will be in compliance with all Applicable Laws;
(j) 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;
(k) Neither you nor, if applicable, any of your affiliates or officers, directors, agents (i) has violated any AML/CFT Laws; (ii) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering; (iii) is the target of any economic or financial sanctions or trade embargos administered by the United States of America of Canadian governments, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United States Department of the State, or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs; (iv) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act or any other law; (v) conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any person described in clauses (iii) or (iv) above; (vi) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any AML/CFT Laws; or (vii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any AML/CFT Laws;
(l) None of your Transferred Digital Assets represent proceeds of crime for the purposes of AML/CFT Laws and you acknowledge that Ledn may be required by AML/CFT Laws to disclose the your name and other information relating to these Terms, and to the best of your knowledge, your Transferred Digital Assets (i) has not been or will not be derived from or related to any activity that is deemed criminal under the laws of the Cayman Islands, the United States of America, or any other jurisdiction and (ii) is not being tendered by or on behalf of a Person who has not been identified to Ledn;
(m) None of the transactions contemplated hereby will violate Sanctions Laws; and
(n) You and, as applicable, your affiliates or officers, directors, brokers or agents and their affiliates are in compliance with Anti-Corruption Laws, and no such Person is aware of or has taken any action, directly or indirectly, that would result in a violation by you or, as applicable, your respective directors, officers, agents or employees of Anti-Corruption Laws.
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Hard forks
Any blockchain or similar technology may undergo software updates from time to time, which will result in a permanent divergence in the blockchain (a “Hard Fork”) and cause the Digital Asset on that blockchain to split into two separate and distinct blockchains: the legacy Digital Asset, and a new Digital Asset (the “New Digital Asset”) which is issued to those holders of the legacy Digital Asset on the date of the Hard Fork.
In the event of a Hard Fork of the Transferred Digital Asset, the support of any New Digital Asset in your Legacy Savings Account is solely at Ledn’s discretion. If Ledn makes no public announcement regarding an attempted Hard Fork, Ledn will not support the New Digital Asset, in which case, all Legacy Savings Accounts will be denominated in the legacy Digital Asset and all interest will accrue in the legacy Digital Asset. In the event that a Hard Fork achieves the required consensus, it is possible that Ledn will only support the New Digital Asset and will discontinue Ledn’s support of the legacy Digital Asset.
Ledn is not obligated to monitor or maintain balances of New Digital Asset issued to holders of the applicable Digital Asset upon a Hard Fork or to credit you for the value of such New Digital Asset. All determinations regarding Hard Forks shall be made by Ledn in Ledn’s sole discretion and in accordance with all Applicable Law.
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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 Legacy Savings Account 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 to your Legacy Savings 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 Legacy Savings 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 Legacy Savings 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 11 is deemed to conflict with any other Section of these Terms, this Section 11 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 Legacy Savings Account or any Ledn Service Provider’s activities in connection with such Legacy Savings 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 Legacy Savings Account. In connection with the foregoing, Ledn may suspend or restrict your Savings Account in accordance with Section 11 until such matter is resolved and will be entitled to charge your Legacy Savings Account for all such costs without notice.
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Set-off rights
Ledn has a right to set-off or apply any Transferred Digital Assets in any or all of your Legacy Savings Accounts against any obligations that you owe to Ledn or its affiliates, whether or not matured or contingent and whether or not arising under these Terms or otherwise, including in connection with another product or service on the Platform, and regardless of the currency or type of Digital Asset of such obligation that you owe Ledn. These set-off rights are in addition to any other rights that Ledn has to take, transfer or charge Transferred Digital Assets in your Legacy Savings Accounts for obligations that you owe Ledn. Your agreement to these Terms also serves as your consent to Ledn exercising Ledn’s right of set-off in accordance with this Section should Applicable Law require such consent. If Applicable Law restricts Ledn’s ability to take, transfer, charge or set-off Transferred Digital Assets in your Legacy Savings Accounts, then to the extent that you may do so by contract, you waive those conditions and limits and authorize Ledn to set-off or apply Transferred Digital Assets in any or all of your Legacy Savings Accounts against obligations you owe Ledn or its affiliates.
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Changes to the Legacy Savings Account 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 Legacy Savings Account 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 Legacy Savings Account 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 or discontinue using your Legacy Savings Account. 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 Savings Account information
You acknowledge that Ledn may, in accordance with Ledn’s Privacy Policy, disclose information about your Legacy Savings 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 Legacy Savings 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. Unless the contrary is stated, 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.
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Definitions
Capitalized terms used in these Terms have the following meanings:
“Account Balance” means the amount of Transferred Digital Asset in your Legacy Savings Account.
“Act of Insolvency” means (i) the commencement by a party as debtor of any case or proceeding under any bankruptcy, insolvency, restructuring, winding up, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, liquidator, restructuring officer, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election; (ii) the commencement of any such case or proceeding against a party, or another seeking such an appointment or election, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days; (iii) the making by a party of a general assignment for the benefit of creditors; or (iv) the admission in writing by a party of such party's inability to pay such party's debts as they become due.
“AML/CFT Laws” means all Applicable Law concerning or related to money laundering or financing terrorism, including the Proceeds of Crime Act (as revised) of the Cayman Islands.
“Anti-Corruption Laws” means any Applicable Law concerning or related to anti-bribery or anti-corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, the Cayman Islands Anti-Corruption Act (as revised) of the Cayman Islands and any regulations thereunder.
“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.
“Digital Asset” means a digital asset (also called a “cryptocurrency” or “virtual asset”), such as bitcoin, which is generally a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
“Ledn Account” means your unique account created on the Platform.
“Legacy Savings Account” means a BTC or USDC Savings Account opened by a US resident prior to April 4, 2022.
“Lien” means any lien, mortgage, charge, hypothec, pledge, security interest, prior assignment, option, warrant, lease, sublease, right to possession, encumbrance, claim, right or restriction which affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property.
“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body, government or governmental agency, authority or entity however designated or constituted.
“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.
“Sanctions Laws” means any Applicable Law governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures, including, without limitation, the United States Trading with the Enemy Act, (ii) any of the foreign assets control regulations of the U.S. Treasury Department or any enabling legislation or executive order relating thereto (as amended, the "Department of Treasury Rule"), (iii) Executive Order No. 13224 (as amended, the "Terrorism Order"), or (iv) the United States Patriot Act and any regulations thereunder.
“Transaction Account” means an account governed by the Digital Asset Transaction Account Terms found at https://ledn.io/legal/transaction-account-terms
“You” or “you” means the legal owner of the Legacy Savings Account as named and listed on the Ledn Platform.
Last Updated: 09/12/2023