Digital Asset Savings Terms
Acceptance of terms
By transferring Supported Digital Assets into your Savings Account (“Transferred Digital Assets”) and by continuing to use your Savings Account, you are confirming your acceptance to these Digital Asset Savings Terms (“Terms”), and you agree that the terms and conditions contained herein will govern your Savings Account. We reserve the right to update these Terms from time to time, with or without notice to you, in accordance with Section 23 below. The operator of the Platform is Ledn Inc., a Canadian corporation, and together with its affiliates and subsidiaries, is referred to in these Terms as “Ledn,” “we,” “us” or “our”. The provider of your Savings Account and your sole and exclusive counterparty to these Terms is as follows: (i) if you reside in the United States, Ledn (USA) Inc., a Wyoming corporation, and its successors and assigns, 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, and its successors and assigns. Capitalized terms used but not otherwise defined herein have the meanings assigned to them under Section 35 of these Terms.
Notice for U.S. Residents: Effective March 1, 2023, all Savings Accounts that were opened prior to April 4, 2022 by clients residing in the United States (each a “Legacy Savings Account”) will no longer earn interest on Transferred Digital Assets. As a result, all clients residing in the United States will not earn interest on any Transferred Digital Assets in their Savings Account(s) (together with the Legacy Savings Account, are referred to as “U.S. Savings Account” in these Terms) regardless of when their Savings Account was opened. A U.S. Savings Account is a non-interest-bearing account that allows you to hold, transfer and manage Transferred Digital Assets. Except as required by a valid court order or Applicable Law, we shall not pledge, repledge, hypothecate, rehypothecate, sell, lend, invest, or otherwise transfer or use Transferred Digital Assets held in your U.S. Savings Account unless specifically instructed by you. In these Terms, the term “Savings Account” includes “U.S. Savings Account” unless otherwise specified.
Notice for Canadian Residents: Effective February 1, 2023, clients residing in Canada will no longer be able to open a new Savings Account. Additionally, clients residing in Canada who already have an existing Savings Account(s) (a “Canadian Savings Account”) will no longer be able to transfer new Transferred Digital Assets or earn interest on the Account Balance in such Canadian Savings Account as of this date. If you are a Canadian client and your Account Balance is equal to or greater than the Minimum Withdrawal Amount (as defined below), you will have until July 31, 2023 to make an External Transfer to withdraw all Transferred Digital Assets from your Canadian Savings Account, after which you will have to contact Ledn’s client success team to process the withdrawal. You will continue to have the ability to trade between Transferred Digital Assets until July 31, 2023 in order to facilitate your withdrawal in the Digital Asset of your choice. BTC and USDC withdrawals incur network fees which make External Transfers below the Minimum Withdrawal Amount unfeasible. As such, on July 31, 2023, if you are a Canadian client and your Account Balance is below the Minimum Withdrawal Amount, you will be deemed to have forfeited such Account Balance to Ledn, which in turn will donate such balances to a non-profit, Bitcoin for Fairness (https://bffbtc.org/).
Your Savings Account
To receive a wallet address for your Savings Account, you must have a Ledn Account and must have completed our know-your-client verification process. Once the foregoing has been completed, you may retrieve your Savings Account wallet addresses by clicking the “Deposit” button on the “BTC Savings” page or the “Request wallet address” button on the “USDC Savings” page of your Ledn Account.
If the Savings Account is to be owned by an individual, you must be the age of majority in the jurisdiction of your residence (and in all cases, at least 18 years old). If the Savings Account is to be owned by an entity, including a corporation, unincorporated association, limited liability company, limited liability partnership, partnership, or other entity holding an account in any capacity other than an individual capacity, we may require such additional documents including, but not limited to, a certificate of good standing (or equivalent) of such entity issued by its governing jurisdiction and identification information related to the individuals controlling such entity and/or equity owners of such entity.
We reserve the right to deny you a Savings Account where we determine that we would be unable to offer you such Savings Account for legal or regulatory reasons in our sole and absolute discretion, including if you are a resident of a Restricted Jurisdiction. Your Savings Account is not deemed to be opened, and we have no responsibility to you, unless and until you have received written confirmation from us that your Savings Account has been approved. If your Savings Account is denied by us, we will return any Transferred Digital Asset that you have made into your Savings Account and no interest will be payable on any such Transferred Digital Asset in such event.
The Savings Account is not available to you if you are a resident of (i) Canada, (ii) an ineligible jurisdiction as specified at https://ledn.io/legal/ineligible-jurisdictions, or (iii) a jurisdiction where Ledn’s Savings Account may be illegal or otherwise violate any Applicable Law of such jurisdiction (collectively, “Restricted Jurisdiction”). We may implement controls to restrict access to the Ledn Platform, in whole or in part, from any Restricted Jurisdiction.
We may rely on instructions regarding your Savings Account if we reasonably believe that you have authorized the instructions.
Funding your Savings Account
You may transfer Supported Digital Assets into your Savings Account wallet address as shown in your Ledn Account. Such Transferred Digital Assets may not be deemed settled and completed until (i) the transaction has been recorded in a block and eight (8) consecutive subsequent blocks referring back to such block, meaning nine (9) blocks in total have been added to the applicable blockchain; or (ii) the transaction has met a different protocol for a specific Digital Asset that Ledn has agreed to.
Supported Digital Assets
You acknowledge and agree that only certain select digital assets, as determined by us in our sole and absolute discretion, are eligible to be transferred into your Savings Account (each a “Supported Digital Asset”) and that we may add, suspend, or remove a Supported Digital Asset at any time. Our current list of Supported Digital Assets is available on our Rates and Withdrawal Terms at https://ledn.io/legal/rates-terms.
Unless otherwise stated, the interest rate on each Supported Digital Asset is variable. We publish our interest rates on our Rates and Withdrawal Terms, which may be updated by us from time to time. We will communicate any interest rate changes to you prior to such changes taking effect, which typically occurs on the first day of each month.
Any Transferred Digital Assets received by us at or before 11:00 p.m. EST on any day will be treated as being received by us on such day if we have confirmed the receipt of such Transferred Digital Assets by recording it in your Savings Account. Transferred Digital Assets start earning interest on the day they are received by us.
We use the daily balance method to calculate the interest on the Account Balance in your Savings Account. This method applies the Applicable Daily Rate (as defined below) to the Account Balance in your Savings Account on each day.
The “Applicable Daily Rate” is calculated by dividing the applicable interest rate by three hundred sixty-five (365) days, even in leap years. Our interest rates may be tiered, with specified interest rates in effect at any time that only applies to specified portions of the Account Balance in your Savings Account. This means that each tier will have a different Applicable Daily Rate. Interest will be payable in arrears and credited to your Savings Account on a monthly basis in accordance with Section 8. Interest is compounded monthly, meaning that once the amount of interest you have earned in a month has been credited to your Savings Account, such amount will start earning further interest.
You will stop earning interest on the portion of your Transferred Digital Assets that is subject to: (i) a Ledn Transfer (See Section 9), on the day you initiate such Ledn Transfer; or (ii) a withdrawal request, on the day that you make such withdrawal request. In the case of a Ledn Transfer, if such Ledn Transfer is cancelled or if your Recipient declines it, the Transferred Digital Assets that was subject to such Ledn Transfer will be returned to your Savings Account and will start earning interest in accordance with this Section 7.
If you are the Recipient of a Ledn Transfer, the Transferred Digital Assets that was sent to you pursuant to such Ledn Transfer will be deemed to be received by us when you accept such Ledn Transfer and will start earning interest in accordance with this Section 7.
You acknowledge and agree that we shall determine the interest rates and the tiers for each Supported Digital Asset each month in our sole and absolute discretion. You represent and warrant that you fully understand the methodology provided above for calculating the interest payable on the Account Balance in your Savings Account.
We reserve the right to grant preferential interest rates or other terms to certain clients as part of marketing campaigns or otherwise in our sole and absolute discretion.
This Section 7 does not apply to (i) U.S. Savings Accounts, and (ii) Canadian Savings Accounts. No interest will be earned or paid on the Account Balance in these accounts.
We will credit your Savings Account with the interest earned in the preceding month within seven (7) Business Days of the end of each calendar month. Your Savings Account must be open on such date in order for you to receive such interest payment. All interest will be paid in kind, that is, in the same type of Transferred Digital Asset earning interest in your Savings Account. Unless we have otherwise notified you in advance, accrued interest will be calculated and paid to the one hundred millionth of the relevant unit of Digital Asset held. Any digits beyond that will be truncated; balances and interest payments on account statements may be truncated to eight decimal digits (one hundred millionth of a unit). For greater certainty, interest shall accrue daily but shall only be paid at the end of the month.
This Section 8 does not apply to (i) U.S. Savings Accounts and (ii) Canadian Savings Accounts. No interest will be earned or paid on the Account Balance in these accounts.
Internal Ledn Transfers
You may use the transfer function in your Savings Account to transfer Transferred Digital Assets from your Savings Account to another Ledn user (the “Recipient”)’s Savings Account (a “Ledn Transfer”). The Ledn Transfer feature is not available to you if you are a resident of: (i) the United States; (ii) a Restricted Jurisdiction; or (iii) any other jurisdiction where Ledn may restrict the Ledn Transfer feature. Furthermore, you may not initiate a Ledn Transfer to a Recipient who is a resident of any of the foregoing jurisdictions.
To initiate a Ledn Transfer to a Recipient, you may use either the Recipient’s (i) unique Ledn Account identifier (a “Handle”), or (ii) e-mail. You may initiate a Ledn Transfer to an individual who does not have a Savings Account by using their e-mail. However, such individual will have to open a Savings Account in order to accept your Ledn Transfer. You acknowledge and agree that you will only initiate a Ledn Transfer to a Recipient that you know and trust.
We may set limits for Ledn Transfers at our sole discretion from time to time, including but not limited to (i) limits on the type of Supported Digital Asset that you may transfer to a Recipient, and (ii) the maximum amount of Supported Digital Assets that you may send in each Ledn Transfer or in the aggregate within a specified time period.
Ledn Transfers are processed based on the information you provide. When you initiate a Ledn Transfer, you must ensure the accuracy of all information needed to complete such Ledn Transfer, including the Recipient’s Handle or e-mail. You acknowledge and agree that it is your responsibility to provide complete and accurate information in connection with any Ledn Transfer. If you provide inaccurate information, it can interfere with, delay, or prevent the completion of the Ledn Transfer. We will not be liable for any losses you may incur as a result of your failure to provide complete and accurate information in connection with the Ledn Transfer.
You may request a cancellation of a Ledn Transfer that you have previously initiated, provided that the Recipient has not yet accepted such Ledn Transfer. However, we cannot guarantee that a cancellation of a Ledn Transfer is possible once it has been initiated by you. If the Recipient does not accept a Ledn Transfer within thirty (30) days after you initiate it, it will automatically be cancelled and the Transferred Digital Assets that was subject to such Ledn Transfer will be returned to your Savings Account.
There are no fees to initiate a Ledn Transfer. However, this is subject to change in our sole discretion and any fees that we may charge you in connection with a Ledn Transfer will be disclosed in our Rates and Withdrawal Terms.
Unless otherwise explicitly set out in these Terms or our Rates and Withdrawal Terms, you may request a complete or partial withdrawal of the Transferred Digital Assets in your Savings Account at any time. You will stop earning interest on the portion of the Transferred Digital Assets that is subject to a withdrawal request on the day you make such withdrawal request; however, it may take us up to seven (7) days to fully process any withdrawal request (the “Withdrawal Processing Time”). Please note that in processing your withdrawal request, in accordance with our anti-money laundering policies, we may request a video call to obtain certain additional information from you and confirm certain details regarding your withdrawal request. We are not responsible for any losses or damages you may incur arising out of the Withdrawal Processing Time.
We may charge you a fee if you withdraw Transferred Digital Assets to a destination outside of the Ledn Platform, that is, to an external (non-Ledn) account or wallet address (“External Transfers”). We may, in our sole discretion and from time to time, impose a minimum withdrawal amount for each Supported Digital Asset for External Transfers (“Minimum Withdrawal Amount”). For a list of fees that we may charge you and any Minimum Withdrawal Amounts for External Transfers please visit our Rates and Withdrawal Terms.
External Transfers may incur miner fees. To the extent possible, we will try to give you a choice of which miner fees your transaction will incur (which will generally be based on the speed of the transaction). We are not responsible in any way for the speed of the transfer or for any delays whatsoever, including any delays caused or resulting from network or blockchain conditions, including network congestion. You will be responsible for any blockchain or miner transaction fees charged by third parties in connection with your withdrawal, and any such fees, together with our fees (if any), shall be deducted from the Transferred Digital Assets which you withdraw from your Savings Account.
Any interest that has accrued but has not been credited to your Savings Account is not eligible for withdrawal.
For all External Transfers, you will be required to provide the details of the wallet address(es) for which you wish to withdraw your Transferred Digital Assets, subject to the safelisting procedure set out below. In the event that the details which you provide are inaccurate, incomplete or misleading, your Transferred Digital Assets may be permanently lost. We will not be liable for any loss that results from such inaccurate, incomplete or misleading details that you may provide to us for such External Transfer. If the wallet address(es) which you specify is one to which Ledn is unable to process transfers, we will have no liability for any failure or delay in processing your requested withdrawal.
Enhanced safety and safelisting wallet addresses
Our safelisting feature is an enhanced security option which allows you to pre-authorize: (i) Handles and e-mails for Ledn Transfers, and (ii) wallet addresses for External Transfers from your Savings Account (each a “Safelisted Address”). When one or more Safelisted Addresses have been activated for your Ledn Account, Ledn Transfers and External Transfers from your Savings Account will only be permitted to such Safelisted Addresses or your own internal Ledn wallet addresses, such as your Ledn loan or B2X addresses (for collateral top-up).
Upon each and every time that you add or remove a Safelisted Address, your Savings Account will automatically enter into a mandatory 48-hour cool-down period (the “Cool-Down Period”) during which Ledn Transfers and External Transfers from your Savings Account will be restricted. Such restrictions during the Cool-Down Period do not apply to transfers to your own internal Ledn wallet addresses, such as Ledn loan or B2X addresses (for collateral top-up).
You hereby acknowledge that you will not be able to withdraw your Transferred Digital Assets to any external wallet address(es) during the Cool-Down Period. Ledn is not and will not be responsible or liable for any loss or damage of any sort incurred by you as a result of such withdrawal restrictions during the Cool-Down Period.
Suspending, restricting, or closing your Savings Account
You acknowledge and agree that we reserve the right to suspend, restrict or terminate your access to and/or use of the Savings Account, or withhold or delay the transfer or withdrawal of Transferred Digital Assets from your Savings Account if you fail to comply with these Terms, or if, in our sole discretion, such restriction is reasonably necessary to comply with: (i) our anti-money laundering programs and policies; (ii) valid court orders or law enforcement and regulatory requests; (iii) any requirements under Applicable Law; (iv) to prevent fraud and suspicious transactions; or (v) for any other security reasons. You acknowledge and agree that our decision to take such actions may be based on confidential criteria related to our risk management and security protocols, court orders, and/or law enforcement and regulatory requests and we are under no obligation to disclose any of the foregoing to you, including our reasons for taking such action against you. You acknowledge and agree that we may suspend your Savings Account for any period of time that is reasonably necessary to resolve any such law enforcement, regulatory or legal issue at hand, and that Transferred Digital Assets may not be transferred or withdrawn out of your Savings Account until such matter is resolved.
We have the right to close your Savings Account at any time and for any reason without advance notice. If your Savings Account has an Account Balance when we close it, we will return the remaining Transferred Digital Assets to you, including accrued interest earned until the date of closing.
No suitability review and no investment advice
You acknowledge and agree that we have not, and we will not, provide any advice or recommendations regarding the purchase or sale of any Digital Assets, nor do we make any determination of your general investment needs or objectives or of your suitability of holding, owning, purchasing or selling any Digital Asset. You are solely responsible for your investment decisions and transactions, for any profits or losses, and any tax consequences that may result. Please carefully review our Risk Disclosure Statement at https://ledn.io/legal/risk-disclosure-statement.
All interest payable to you shall be subject to any applicable withholding tax. If any such withholding is required under Applicable Law, we shall deduct such withholding amount from the interest to be credited to your Savings Account.
We will remit any tax withholdings, make any tax filings, and issue any tax slips and forms to you in accordance with our obligations under Applicable Law. Unless otherwise set out in these Terms, we are not responsible for determining whether taxes apply to you or for collecting, reporting, or remitting any taxes arising from any transaction. You are responsible for complying with Applicable Law and it is your responsibility to determine what, if any, taxes apply to the payments you make or receive and to any transactions that you carry out on the Platform, including in connection with your Savings Account, and to appropriately collect, report, and remit any tax 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 Savings Account. You acknowledge and agree that we are not responsible for determining whether or which laws may apply to your transactions.
Your representations, warranties and covenants
As a material inducement for us to provide you with a Savings Account under these Terms, you hereby make the following representations, warranties and covenants to us as of each date you transfer Supported Digital Assets into your Savings Account, and such representations, warranties and covenants are deemed to be made continuously for as long as your 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, power, or authority to own all of your property, carry on your business, 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 the Savings Account and the acceptance and performance of these Terms and there are no provisions in any shareholder agreement or the constating documents which restricts or limits 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 Applicable Law;
(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;
(d) You are not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or any other Applicable Law nor have you made an assignment in favour of your creditors nor a proposal in bankruptcy to your creditors or any class thereof nor have you received or made or intend to make any petition for a receiving order. You have not initiated proceedings with respect to a compromise or arrangement with your creditors or, if applicable, for your winding up, liquidation or dissolution. No receiver has been appointed over any of your property or assets and no execution or distress has been levied upon any of your property or assets. To the extent applicable, no act or proceeding has been taken or authorized by or against you with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, you nor have any such proceedings been authorized by any other Person;
(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 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 Assets, (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 upon any of your property, including 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 us 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 Savings Account is open, will be in compliance with all Applicable Laws;
(j) You will notify us 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, 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, brokers or agents or their affiliates (i) has violated any Applicable Laws related to money laundering or terrorism financing in Canada or the United States; (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 Canada or the United States, 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 other similar sanctions authority in Canada, 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 Canada or the United States under the International Emergency Economic Powers Act or any other Applicable Laws; (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 transactions related to, any property or interests in property blocked pursuant to any Applicable Laws related to money laundering or terrorism financing in Canada or the United States; 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 Applicable Laws related to money laundering or terrorism financing in Canada or the United States;
(l) None of your Transferred Digital Assets represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) or other similar Applicable Laws of any other jurisdictions related to money laundering or terrorism financing and you acknowledge that we may be required by Applicable Law to disclose the your name and other information relating to these Terms pursuant to the PCMLTFA or other similar Applicable Law, 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 Applicable Laws of Canada, the United States, or any other jurisdictions and (ii) is not being tendered by or on behalf of a Person who has not been identified to us;
(m) None of the transactions contemplated hereby will violate (i) 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”), (iv) the United States Patriot Act, (v) the Criminal Code (Canada), or (vi) the United Nations Act (Canada). Neither you nor any of your directors, officers, agents, employees and any Person acting for or on their behalf is a “blocked person” as described in Section 1 of the Terrorism Order or a Person described in the Department of the Treasury Rule, or engages in any dealings or transactions, or is otherwise associated, with any such “blocked person” or any such Person described in the Department of Treasury Rule; and
(n) You and, as applicable, your affiliates or officers, directors, brokers or agents and their affiliates are in compliance with the United States Foreign Corrupt Practices Act of 1977 (“FCPA”), the Corruption of Foreign Public Officials Act (Canada) (“CFPOA”) and any other applicable anti-bribery or anti-corruption law (the “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 their respective directors, officers, agents or employees of the Anti-Corruption Laws.
Consent to Rehypothecate
In consideration for us providing you the Savings Account and for the interest paid on your Transferred Digital Assets, you grant us the right, subject to Applicable Law, without further notice to you, to hold the Transferred Digital Assets in our name or in another name, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Transferred Digital Assets, separately or together with other property, with all attendant rights of ownership, for any period of time and without retaining in our possession and/or control a like amount of such Transferred Digital Assets, and to use or invest such Transferred Digital Assets. You acknowledge that, with respect to Transferred Digital Assets used by us pursuant to this Section, (i) you may not be able to exercise certain rights of ownership; (ii) we may receive compensation in connection with lending or otherwise using Transferred Digital Assets in our business to which you will have no entitlement whatsoever; and (ii) Transferred Digital Assets that are subject to such transactions, investment or otherwise being used in such transactions may not be held by our third party custodians.
This Section 16 does not apply to: (i) U.S. Savings Accounts and (ii) Canadian Savings Accounts.
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 Savings Account is solely at our discretion. If we make no public announcement regarding an attempted Hard Fork, we will not support the New Digital Asset, in which case, all 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 we will only support the New Digital Asset and will discontinue our support of the legacy Digital Asset.
In the event of a Hard Fork that entitles you to a New Digital Asset, you are advised to withdraw the applicable Transferred Digital Asset from your Savings Account prior to the date of the Hard Fork. We are 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 us in our sole and absolute discretion and in accordance with all Applicable Law.
Disclosure of risks
Digital Assets are not legal tender in most jurisdictions and are not backed by any government.
Digital Assets represent a speculative investment and involve a high degree of risk. As relatively new products and technologies, Digital Assets have not been widely adopted as means of payment for goods and services by most major retail and commercial outlets. Conversely, a significant portion of the demand for Digital Assets is generated by speculators and investors seeking to profit from the short or long-term holding of Digital Assets. The relative lack of acceptance of Digital Assets in the retail and commercial marketplace limits your ability to pay for goods and services with Digital Assets.
Transactions in Digital Assets may be 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 that the customer initiates the transaction. The value of Digital Assets may be derived from the continued willingness of market participants to exchange government-issued currency for such 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 Digital Asset disappear.
Legislative and regulatory changes or actions at the provincial, state, federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets. You agree and understand that Digital Assets are new forms of assets, that the law regarding their ownership, custody, and transfer is developing and uncertain, including any potential taxation thereof, and that custody of Digital Assets poses certain risks that are not present in the case of more traditional asset classes; and you further agree and understand that you will bear such risks and the potential loss or diminution in value of such Digital Assets due to changes or developments in the law or conditions under existing law as a result of which your rights in and to such Digital Assets are not adequately protected.
The volatility and unpredictability of the price of Digital Assets 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. You should carefully consider whether holding any Digital Assets is suitable for you in light of your financial condition.
In addition to the above noted general risks, you acknowledge that your Savings Account is not a checking or savings account, and that it is not covered by insurance against losses. Your Savings Account is not subject to Canada Deposit Insurance Corporation, Canadian Investor Protection Fund, Federal Deposit Insurance Corporation, or Securities Investor Protection Corporation protections or any other similar protections offered by any other entity. The Savings Account interest rates are not equivalent or similar to benchmark interest rates observed in the traditional financial market for bank deposit accounts.
Although we have developed systems and processes designed to protect the data we manage, prevent data loss and other security breaches, effectively respond to known and potential risks, and expect 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. We may experience cyber-attacks, extreme market conditions, or other operational or technical difficulties. We are not and will not be responsible or liable for any loss or damage of any sort incurred by you as a result of such cyber-attacks, operational, market or technical difficulties.
Please carefully review our Risk Disclosure Statement at https://ledn.io/legal/risk-disclosure-statement.
Disclaimer of liability
Except to the extent required by Applicable Law, neither we nor any of our affiliates, service providers, and respective officers, directors, agents, joint venturers, employees and representatives (the “Ledn Service Providers”) shall be liable to you, whether in contract or tort, for any direct, punitive, exemplary, special, indirect, consequential, incidental, or similar damages (even if we and/or any Ledn Service Provider have been advised of the possibility thereof) in connection with these Terms, your use of your Savings Account or our activities in connection with such Savings Account, or any of the information, services or transactions contemplated by these Terms.
In no event shall we or any Ledn Service Provider be liable to you or anyone else for any loss or injury resulting directly or indirectly from your use of your Savings Account or our activities in connection with such Savings Account, or any of the information, services or transactions contemplated by these Terms, including, but not limited to, any loss caused in whole or in part by any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including, but not limited to, those arising from our negligence or the negligence of any Ledn Service Provider or contingencies beyond our or any Ledn Service Providers’ control in procuring, compiling, interpreting, computing, reporting, or delivering any of the information, services or transactions contemplated by these Terms. In no event shall we or any Ledn Service Provider be liable to you or anyone else for any decision made or action taken by you in reliance on, or in connection with your use of your Savings Account or our activities in connection with such Savings Account, or any of the information, services or transactions contemplated by these Terms.
This limitation on liability includes, but is not limited to any damage or interruptions caused by any computer viruses, spyware, scamware, trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, domain typosquatting, or other attacks, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems, or any force majeure event. Neither we nor any Ledn Service Provider guarantee continuous, uninterrupted, or secure access to your 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 Savings Account through our Platform. Any loss or compromise of the foregoing information and/or your personal information by you may result in unauthorized access to your Savings Account, and we assume no responsibility for any loss that you may sustain in connection therewith.
If this Section is deemed to conflict with any other Section of these Terms, this Section supersedes and shall prevail over any such other Section.
You agree to indemnify and hold us and all Ledn Service Providers harmless from or against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind arising out of or relating to your use of your Savings Account or our activities in connection with such Savings Account, or any of the information, services or transactions contemplated by these Terms, or our and any Ledn Service Providers’ performance or nonperformance of our obligations to you under these Terms, or your breach of your representations, warranties and covenants herein.
You agree to indemnify us and any Ledn Service Providers for actual, reasonable legal costs and expenses directly related to your Savings Account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arises from or relates to your use of your Savings Account. As a result, we will be entitled to charge your Savings Account for such costs without notice, including legal and enforcement related costs that we incur. Any withholding will last for a period of time that is reasonably necessary to resolve any law enforcement, regulatory or legal issue at hand, and we may place any amounts garnered from you in a separate account, and will pay you the remaining balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to Transferred Digital Assets in your Savings Account, such Transferred Digital Assets may not be withdrawn out of such Savings Account until the matter is resolved.
Conflict/disputes involving your Savings Account
(a) If any third party makes a claim on your Savings Account, or if we receive conflicting instructions from authorized signers, or if we become involved in or concerned about a dispute between you and an authorized signer, we have sole discretion to act in a manner which we believe to be appropriate in the circumstances, including by closing your Savings Account and returning the Transferred Digital Asset therein. You will be liable for all expenses and fees we incur in connection with any such conflicts or disputes, including internal costs and attorneys’ fees, and we may charge them to your Savings Account.
(b) If legal action such as an attachment, garnishment, levy or other legal process (“Legal Process”) is brought against your Savings Account, we may refuse to permit (or may limit) withdrawals or transfers from your Savings Account until the Legal Process is satisfied or dismissed. Regardless of the terms of such Legal Process, we have first claim to any and all Transferred Digital Assets in your Savings Account. We will not contest on your behalf any such Legal Process and may take action to comply with such Legal Process as we determine to be appropriate in the circumstances without liability to you. If we incur any expenses, including without limitation, reasonable attorney fees, in connection with any such Legal Process, we may charge such expenses and fees to your Savings Account without prior notice to you, or we may bill you directly for such expenses and fees. Any garnishment or other levy against your Savings Account is subject to our right of set-off.
You acknowledge and agree that we have a right to set-off or apply any Transferred Digital Assets in any or all of your Savings Accounts against any obligations that you owe us, whether or not matured or contingent and whether or not arising under these Digital Asset Savings 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 us. These set-off rights are in addition to other rights we have to take, transfer or charge Transferred Digital Assets in your Savings Accounts for obligations that you owe us. Your agreement to these Terms shall also serve as your consent to us exercising our right of set-off should any Applicable Law governing your Savings Accounts require such consent. If Applicable Law restricts our ability to take, transfer, charge or set-off Transferred Digital Assets in your Savings Accounts, then to the extent that you may do so by contract, you waive those limits and authorize us to set-off or apply Transferred Digital Assets in any or all of your Savings Accounts against obligations you owe us.
Changes and updates to these Terms
We reserve the right to discontinue or make changes to the Savings Account at any time. These Terms were last updated and are effective as of the date noted herein. While we will endeavour to give you prior notice of any changes to these Terms, we reserve the right to update these Terms at our sole and absolute discretion from time to time, including for security, legal or regulatory reasons, and to reflect updates or changes to the Platform. We may notify you of such changes via our website, in your Ledn Account or by email, but we have no obligation to notify you of every update. If you do not agree with the amended version, you may choose to discontinue using the Platform and close your Savings Account. Notwithstanding the above, we will always seek your consent to future modifications of the Terms to the extent we are required to do so by Applicable Law.
Digital Images & E-Signatures
We accept digital images and e-signatures for documents that need to be signed. If a digital image or e-signature is used for a withdrawal from your Savings Account, we are not liable or in any way responsible for any loss resulting from such withdrawal if such digital image or e-signature resembles or purports to be the signature of a person authorized to make withdrawals from your Savings Account.
Disclosure of Savings Account Information
Our Relationship with You
These Terms do not create a fiduciary relationship between us and you.
All representations, warranties, covenants and agreements by you or on your behalf of contained in these Terms shall bind you and your heirs, administrators, executors, legal and personal representatives and successors and assigns, as applicable, and shall inure to our benefit and our successors and assigns. You do not have the right to assign these Terms or any of your rights or obligations under these Terms or your interest therein without our prior written consent, which shall be given or refused in our sole discretion.
Survival of Representations and Warranties
You understand and agree that in providing you with the Savings Account, we are relying on all representations, warranties and covenants made by you in these Terms and in any certificate or other instrument delivered by you to us under these Terms. You further agree all such representations, warranties and covenants will survive the execution of these Terms, shall be continuing in nature, and shall remain in full force and effect for as long as your Savings Account remains open.
Section headings in these Terms are for convenience purposes only and are not to be used to interpret or define the provisions of these Terms. Except where otherwise specifically provided, any reference to a period of “days” means calendar days and not Business Days.
We shall not be deemed to have waived any rights under these Terms unless such waiver is given in writing by our duly appointed representative. No delay or omission on our part in exercising any right shall operate as a waiver of such right or any other right. A waiver by us of a provision of these Terms shall not prejudice or constitute a waiver of our right otherwise to demand strict compliance with that provision or any other provision of these Terms. No prior waiver by us, nor any course of dealing between us and you shall constitute a waiver of any of our rights or of your obligations as to any future transactions. Whenever our consent is required under these Terms, the granting of such consent by us 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 our sole discretion.
These Terms constitute the entire agreement between you and us relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof, including any previous versions of these Terms.
If any part or parts of these Terms shall be held unenforceable for any reason in any jurisdiction, such provision shall be severed from these Terms in respect of such jurisdiction, without affecting the enforceability in any other jurisdiction, and the remainder of these Terms shall continue in full force and effect.
The rights and priorities set forth in these Terms shall remain binding irrespective of the terms of any plan or proceeding commenced by or against you under any other bankruptcy or insolvency laws, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with your creditors, or proceedings seeking reorganization, arrangement, or other similar relief, and all converted or succeeding cases in respect thereof or other provisions of such federal bankruptcy or insolvency laws.
Governing Law and Venue
These Terms will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to their conflicts of law provisions. You understand that your agreement to the applicability of Ontario law and venue are a material factor in our willingness to offer you the Savings Account and enter into these Terms. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach of these Terms, shall be instituted in any court sitting in the City of Toronto, Province of Ontario (the “Acceptable Forum”).
You agree that the Acceptable Forum is convenient to you, and you submit to the jurisdiction of the Acceptable Forum and you waive any and all objections to jurisdiction or venue. Should such suit, action or proceeding be initiated in any other forum, you waive any right to oppose any motion or application made by us to transfer such suit, action or proceeding to the Acceptable Forum. A final judgment in any such suit, action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner specified by law and shall not be re-litigated on the merits.
For the purposes hereof, in addition to the terms defined elsewhere in these Terms:
“Account Balance” means the amount of Transferred Digital Assets in your Savings Account.
“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.
“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Canada.
“Digital Asset” means a digital asset (also called a “cryptocurrency”, “virtual currency”, “digital currency”, or “virtual commodity”), 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 account created on the Platform.
“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.
“Platform” means Ledn’s web-based platform, available at https://platform.ledn.io
“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.
“Savings Account” means a savings account that is governed by these Terms.
“Terms” means these terms and conditions applicable to your Savings Account.
“Transferred Digital Asset” means the Supported Digital Assets transferred by you to Ledn in a Savings Account.
“You” or “you” means the legal owner of the Savings Account as named and listed on the Ledn Platform.
Last Updated: 3/1/2023