Terms of Service
- Accepting these Terms of Service
We want you to completely understand what we do, how we do it, and what is required of you so PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
By clicking the "Register" button found at platform.ledn.io/signup you are registering for a Ledn account (your “Ledn Account”). By opening a Ledn Account or by accessing or using our website or mobile app, you agree to be legally bound by these terms of service and all additional terms and conditions incorporated herein by reference (collectively, the “Terms of Service”). These Terms of Service are a legally binding contract that governs your access to, and use of, our website ledn.io, and our mobile app, which is available for download from the Apple App Store or Google Play Store (“Ledn Mobile App”) (collectively, the “Platform”). You understand that with respect to the Ledn Mobile App, you may not have access to all the Services, features, functionalities, content or information found on our website.
You hereby acknowledge that you have read, understood and agree to comply with these Terms of Service. Your Ledn Account is provided solely for use by you, and your access and use of your Ledn Account, the Platform and Services is expressly conditioned on your consent to, acceptance of, and compliance with, these Terms of Service. IF YOU DO NOT AGREE WITH ANYTHING CONTAINED IN THESE TERMS OF SERVICE, PLEASE DO NOT OPEN A LEDN ACCOUNT, SUBMIT INFORMATION TO, ACCESS, OR USE, THE PLATFORM.
In these Terms of Service, users of the Platform and holders of Ledn Accounts are referred to as “you” or “your.” The operator of the Platform is Ledn Inc., a Canadian corporation, and together with its affiliates and subsidiaries, is referred to as “Ledn,” “we,” “us” or “our”. Our products and services (the “Services”) are provided through operating subsidiaries of Ledn Inc. Your sole and exclusive counterparty to these Terms of Service is as follows: (i) if you reside in the United States, Ledn (USA) Inc., a Wyoming corporation, and (ii) if you reside in any other country, Ledn Hodl I LP, a limited partnership formed under the laws of Ontario, Canada. Each of the forgoing entities shall be severally liable for any actions or claims.
- Electronic Delivery of Documents
Ledn may be required to provide certain legal and regulatory disclosures, statements, notices, tax forms and other communications (collectively “Documents”) to you in written form. By agreeing to these Terms of Service, you consent to Ledn delivering such Documents to you in electronic form, including e-mail. Your consent to the electronic delivery of Documents applies to every year the Documents are provided to you. You agree that all terms and conditions, agreements, disclosures, statements, notices and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were provided in writing. To the extent permissible under applicable law, you waive any rights to require an original (non-electronic) signature or delivery or retention of non-electronic records.
- Updates to these Terms of Service
These Terms of Service were last updated and are effective as of the date first noted above. We reserve the right to update these Terms of Service in our sole and absolute discretion from time to time without notice, including for security, legal or regulatory reasons, to reflect updates or changes to the Platform or our Services.
You are responsible for periodically checking these Terms of Service for changes. Changes will take effect immediately once we have posted the revised Terms of Service on the Platform. Your continued use of the Platform after any such changes will constitute your acceptance of those changes. If you do not agree with the amended version of the Terms of Service, you can choose to discontinue using the Platform and close your Ledn Account. Notwithstanding the above, we will seek your consent to future modifications to these Terms of Service to the extent we are required to do so by applicable law.
- Other Languages
We may offer you a version of these Terms of Service in a language other than English for your convenience, but you acknowledge and agree that only the English version shall govern and prevail at all times.
- Incorporation of Additional Terms and Conditions
The following additional terms and conditions are incorporated into these Terms of Service by reference in their entirety. In the event of any conflict with these Terms of Service, such additional terms and conditions shall supersede and prevail at all times to the extent of such conflict.
b) Savings Account. The Digital Asset Savings Terms, which are found at https://ledn.io/en/legal/savings-account-terms, governs your use of the Savings Account.
c) Trading Terms. The Trading Terms, which are found at https://ledn.io/en/legal/trading-terms, governs your use of the trade function on the Platform.
d) B2X Terms. The B2X Terms, which are found at https://ledn.io/en/legal/b2x-terms, governs your use of the B2X service.
- Opening your Ledn Account
By opening, registering for, or using your Ledn Account or using the Platform or Services in any way, you represent, warrant and covenant that:
a) you are at least eighteen (18) years of age or the age of majority in the jurisdiction where you reside;
b) you are fully authorized to enter into and perform your obligations under these Terms of Service;
c) these Terms of Service constitute a legal and valid contract that is binding on you and enforceable against you as written;
d) the execution, delivery, and performance of these Terms of Service by you does not violate any law or the provisions of any agreement by which you are bound;
e) all information, materials, data, content, or documents you provide or make available to us is and will remain true, correct, and complete;
f) you will maintain and update any and all personal information you provide to us to ensure it is true, accurate, current, and complete at all times;
g) you will keep all login details, user accounts, and passwords secure at all times and will not allow anyone else to access your Ledn Account;
h) you will comply with all terms and conditions of these Terms of Service, as well as all applicable laws, including those related to intellectual property rights, data privacy, international communications and the transmission of technical or personal data;
i) you have never been previously suspended or removed from using the Platform or the Services;
j) you have a sophisticated understanding of digital assets and the technology that underlies them;
k) you agree that you are and will remain solely liable for all the activity that occurs in connection with your Ledn Account; and
l) you will not transmit to or make available on or upload any information to the Platform that: (i) is commercial or promotional in nature; (ii) is unlawful, harmful, deceptive, or otherwise violates the legal rights or privacy of others; (iii) is capable of giving rise to legal action whether against you or us; (iv) infringes any patent, trademark, trade secret, copyright, or other property rights of any party; (v) impersonates any person or entity; or (iv) contains viruses, malware or any program, code or technology designed to disrupt, intercept, impair or destroy the functionality of the Platform or its software, data or network.
- Identity Verification
During registration for your Ledn Account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use some of our Services. Your access to the Services and the limits that apply to your use of the Services, may be altered as a result of information collected about you on an ongoing basis.
The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating.
As part of our anti-money laundering and counterterrorism financing compliance program (“AML Program”), we will monitor your Ledn Account and your use of the Platform, and review your personal information on an ongoing basis, as may be required by law or pursuant to our internal policies and procedures. At any time, we may require you to provide us with additional personal information as a condition to your continued access to and use of your Ledn Account and the Platform. During such time, your access to and use of your Ledn Account may be temporarily restricted.
If you use the Ledn Mobile App on your mobile device, you may choose to enable the biometrics feature within the Ledn Mobile App to authenticate your identity to log into your Ledn Account. By choosing to enable biometrics in the Ledn Mobile App, you acknowledge and agree that: (a) your biometric information is stored on your mobile device only and is never shared with, used, accessed, or stored by Ledn; (b) you will not enable biometrics in the Ledn Mobile App if there is any biometric information of any other individuals stored on your mobile device or if you share your mobile device with any other individuals; (c) you accept responsibility for all transactions in your Ledn Account that are carried out through the Ledn Mobile App while the biometrics feature is enabled, regardless of whether the transaction was completed by you or any person with biometric information saved in your mobile device; and (d) in no event will Ledn be liable for any damages arising out of or related to your enablement of biometrics in the Ledn Mobile App. You may choose to disable the biometrics feature at any time within the Ledn Mobile App.
- Access to the Platform
To access the Platform, you must have the necessary equipment (such as a smartphone or laptop) and the associated telecommunication service subscriptions to access the Internet. Access to the Platform may become degraded or unavailable during times of significant volatility or volume. This could result in the inability to conduct transactions for periods of time and may also lead to support response time delays. Although we strive to provide you with excellent service, we do not represent that the Platform or Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. We shall not be liable for any losses resulting from or arising out of transaction delays.
- Potentially Fraudulent Activity
Any actual or suspected unauthorized access or unauthorized activity will be treated by us as potentially fraudulent (“Potentially Fraudulent Activity”). You agree to notify us immediately if you become aware of or suspect any Potentially Fraudulent Activity, by emailing firstname.lastname@example.org. For avoidance of doubt, you are deemed to be aware of Potentially Fraudulent Activity upon receipt of any notice of the occurrence of such activity.
Upon confirming receipt of a valid and authentic written notice from you of any Potentially Fraudulent Activity, we will take reasonable steps to protect your Ledn Account, including, for example, by temporarily restricting access to your Ledn Account, suspending any pending transactions, or requiring you to change your login credentials. You agree to promptly report any Potentially Fraudulent Activity to legal authorities if required by applicable law, and to provide us a copy of any report prepared by such legal authorities.
In the event of a legal investigation of any Potentially Fraudulent Activity, you further agree to (i) cooperate fully with the legal authorities and us in such investigation; (ii) complete any required affidavits promptly, accurately and thoroughly; and (iii) allow us, or any third-party designated by us, access to your mobile device, computer, and network as may be relevant to such investigation. Failure to cooperate in any such investigation may cause delays in regaining access to your Ledn Account and any funds held within.
Please note that no technology can be considered completely secure or impenetrable and internet protocols and other public and/or proprietary technology used or accessed by the Platform may be vulnerable to exploitation or compromise by persons engaged in hacking or criminal conduct. Subject to applicable law, we shall have no liability whatsoever to you for any such exploitation or criminal conduct by third parties.
Attacks upon the digital asset industry, are increasing in their frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors. Although 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.
Our security technology is designed to prevent, detect, and mitigate inappropriate access to our systems, by internal or external threats. We believe we have developed and maintained administrative, technical, and physical safeguards designed to comply with applicable legal requirements and industry standards. However, it is nevertheless possible that hackers, employees or service providers acting contrary to our policies and procedures, or others could circumvent these safeguards to improperly access our systems or documents, or the systems or documents of our business partners, agents, or service providers, and improperly access, obtain, misuse client digital assets and funds. The methods used to obtain unauthorized access, disable, or degrade service or sabotage systems are also constantly changing and evolving and may be difficult to anticipate or detect for long periods of time.
You are solely responsible for maintaining adequate security and control of any and all login IDs, passwords, private keys, personal identification numbers (PINs), and any other codes or account credentials that you use to access your Ledn Account ("Account Credentials"). You will prevent unauthorized access to or use of your Ledn Account and promptly notify us of any such unauthorized access or use. You must keep your Account Credentials confidential and not authorize any third party to access or use your Ledn Account on your behalf, unless we provide an approved mechanism for such access or use. You will notify us at email@example.com of any suspected or actual security breach of your Ledn Account, system or network as soon as possible. You will cooperate with us in the investigation of any suspected or actual security breach, unauthorized access to, or use of your Ledn Account, and provide us with the results of any third-party forensic investigation that you undertake.
You are solely responsible for all activity that occurs on, in connection with or under your Ledn Account (whether or not authorized by you), and for maintaining the confidentiality of your Account Credentials. We shall have no liability to you or any other person for acts or omissions made or committed by your agent, representative or third-party service provider in respect of your Ledn Account.
- Risk Disclosures
This section is very important, please read it carefully.
This section may not disclose all of the risks or relevant considerations of entering into a contract with us, opening a Ledn Account, or buying, holding or selling digital assets. In light of all the risks, you should undertake such transactions only if you understand the nature of the contractual relationship which you are entering into with us, and the extent of your exposure to the risks associated with owning, holding and trading in digital assets.
The digital assets that you have deposited with us, either as part of your Savings Account or as part the collateral required to obtain a Ledn loan is held in a pooled account that is in our name, at a third-party custodian independent of us. As such, there is a risk you will not be able to successfully obtain possession of the digital assets, and a risk that the assets in this pooled account will not be sufficient to ensure that you receive the value of your interest in the digital assets.
Buying, holding or selling digital assets may not be suitable for certain members of the public. You should carefully consider whether trading is appropriate for you in light of your knowledge, experience, financial objectives, financial resources and other relevant circumstances.
What are Digital Assets?
Digital assets, such as bitcoin, may be digital representations of value that function as a medium of exchange, a unit of account, or a store of value, but do not necessarily have legal tender status (“Digital Assets”). Digital Assets are sometimes exchanged for currencies, but they are not generally backed or supported by any government or central bank. Their value is derived by market forces of supply and demand, and they are traditionally more volatile than fiat currencies. The value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currency for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for a Digital Asset disappear entirely. Federal, provincial, territorial or foreign governments may restrict the use and exchange of Digital Assets, and regulation is still developing.
Digital Assets differ in their functions, structures, governance and rights. Our products and services support well established Digital Assets that function as a form of payment or means of exchange on a decentralized network, such as bitcoin and USD Coin (“USDC”). These Digital Assets have certain features that are analogous to existing commodities, such as currencies and precious metals, but are also different in many key respects, as described in this disclosure statement.
Risks Associated with Digital Assets
The following is a brief summary of some of the risks connected with Digital Assets.
a) Short History
As a relatively new open-source technology, it is expected that there will continue to be technical developments in blockchain technology, which could impact the value of a Digital Asset. Due to this short history, it is not certain whether the economic value, governance or functional elements of Digital Assets will persist over time. Insufficient software development, contribution rates, community disputes regarding the development of the network and scaling options, or any other unforeseen challenges that the community is not able to navigate could have an adverse impact on the price of a Digital Asset. Open-source developers of blockchain technology have signalled that they will continue to make efforts to improve the scalability and security of public blockchains. For example, in respect of the ethereum blockchain, developers replaced the hash-based mining consensus mechanism of proof-of-work with a proof-of-stake mechanism. Changes may occur to the bitcoin blockchain, for example with the continued development of scalability protocols like the Lightning Network, which operate on top of the bitcoin blockchain. The expected timing and impacts of this change are uncertain.
b) Volatility and Liquidity
The value of Digital Assets can be extremely volatile and unpredictable, and holding any Digital Asset may result in significant loss in a short period of time. You should carefully assess your financial situation and determine if holding any Digital Asset is appropriate for you. Digital Asset markets are particularly sensitive to new developments, and since volumes are still maturing, any significant changes in market sentiment (including by way of sensationalism in the media, as a result of comments made by celebrities or certain companies or otherwise) may induce large swings in volume and subsequent price changes. Digital Asset prices on trading platforms have been volatile and subject to influence by many factors, including the levels of liquidity, public speculation on future appreciation in value, swings in investor confidence and the future growth of alternative Digital Assets that may gain market share. In certain circumstances, it may become difficult or impossible to assess the value of your Digital Assets. The trading of Digital Assets on public trading platforms has a limited history. The prices available on those platforms have, in some cases, been more volatile and subject to influence by additional factors not specific to the value of Digital Assets, including liquidity levels and operational interruptions. Operational interruptions may limit the liquidity of Digital Assets on the trading platform, which could result in volatile prices and reduced confidence in the Digital Assets traded on those platforms.
We use a liquidity provider to buy and sell the Digital Assets that we may trade for you. Such a liquidity provider connects to multiple trading platforms in order to ensure ongoing liquidity of Digital Assets. However, there is a risk that the liquidity sources accessed directly and indirectly by us is unable to return the best possible prices or execution quality. This risk may be greater during periods of high market volatility or operational outages at a major trading platform.
A shift in regulatory characterization of a Digital Asset as a security or derivative could also impact its liquidity and transactability. If there is a change in the regulatory status or characterization of a Digital Asset available for trading, we will re-assess the status and risks of the Digital Asset and update you accordingly.
c) Demand for Digital Assets
Digital Assets represent a new form of digital value that is still in the early adoption phase amongst the broader public. Investors should be aware that there is no assurance that Digital Assets will maintain their long-term value in terms of purchasing power or that the acceptance of Digital Assets for payments by mainstream retail merchants and commercial businesses will continue to grow. Their underlying value is driven by a number of factors, including their utility as a store of value, means of exchange, or unit of account. Just as oil is priced by the supply and demand of global markets, as a function of its utility to, for instance, power machines and create plastics, so too is a Digital Asset priced by the supply and demand of global markets for its own utility within remittances, B2B payments, time-stamping, etc. Speculators and investors use Digital Asset as a store of value, then layer on top means of exchange users, creating further demand. If consumers stop using Digital Assets as a means of exchange, or their adoption slows, then the price may suffer. Given that the value of bitcoin may be derived at least partially from its capitalization and position as first mover, the value of other Digital Assets relies far more on their underlying blockchain technology and there is a risk that a competitor may gain popularity and negatively impact the price of bitcoin.
The value of ether (and the assets built on top of the ethereum platform) relies primarily on its underlying blockchain technology, but also on its utility as a store of value, means of exchange, and the demand of newly designed use cases. The ethereum blockchain is intended to allow people to operate decentralized applications using blockchain technology that do not rely on the actions of a centralized intermediary. Ether, which is the primary currency of the ethereum blockchain, can then be used to compensate for the effort of others to power these decentralized applications and ensure that any transactions that occur on these applications are recorded in the blockchain. Accordingly, the long-term value of ether may be tied to the success or failure of the blockchain technology, and the decentralized applications built upon the ethereum blockchain.
d) Hard Forks
Blockchain networks are generally powered by open-source software. When a modification to that software is released by developers, and a substantial majority of miners consent to the modification, a change is implemented and the blockchain network continues uninterrupted. However, if a change were to be introduced with less than a substantial majority consenting to the proposed modification, and the modification is not compatible with the software in operation prior to its modification, the consequence would be what is known as a "Hard Fork" (i.e. a split) of the blockchain. One blockchain would be maintained by the pre-modification software and the other by the post-modification software. The effect is that both blockchains would operate in parallel, but independently. There are examples of such hard forks occurring in the past. In the future, such a hard fork could occur again. You understand and acknowledge that Hard Forks may materially affect the value, function, and even the name of the Digital Assets associated with your Ledn Account. In the event of a Hard Fork, we may temporarily suspend certain services on the Platform (with or without advance notice to you) while we determine, at our sole discretion, which Digital Asset to support. Hard Forks are wholly outside of our control, and our ability to deliver forked Digital Assets resulting from a forked network may depend on third parties. We are unlikely to support most forked networks and most forked Digital Assets will likely not be made available to you. We may determine, in our sole discretion, not to support a forked network. You have no right, claim, or other privilege against us to forked Digital Assets on such unsupported forked network. We may, in our sole discretion, determine our approach to such forked Digital Assets, which may include abandoning or otherwise electing not to support such forked Digital Assets as part of our services.
Similar to the blockchain networks themselves, Digital Assets built on top of ethereum or that integrate with ethereum DApps are self-governed and subject to frequent upgrades by the open-source community. As new versions are released, the value of the asset might be impacted and material changes to functionality could trigger changes in demand, supply or price. We reserve the right to decide how the Platform will continue to support the resulting assets of a fork or protocol upgrade, if at all.
e) Technical Issues
In the past, flaws in the source code for Digital Assets have been exposed and exploited, including flaws that disabled some functionality for users, exposed users' personal information and/or resulted in the theft of users' Digital Assets. Although the bitcoin and ethereum blockchains have demonstrated a certain level of resiliency and integrity over time, the cryptography underlying either one could, in the future, prove to be flawed or ineffective. For example, developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in the cryptography of the blockchain network being vulnerable to attack. Generally, any reduction in public confidence on the security or source code of a core blockchain network could negatively impact the broader sector, and this could negatively affect the value of Digital Assets.
f) Regulatory Uncertainty
The regulation of Digital Assets continues to evolve in Canada and in foreign jurisdictions, which may restrict the use of Digital Assets or otherwise impact the demand for Digital Assets. There may be limitations on the ability of a securities regulator in Canada to enforce Canadian laws on foreign entities, and foreign rules that apply to Digital Asset activities which occur in other jurisdictions may not necessarily be enforced in that jurisdiction. Furthermore, banks and other financial institutions may refuse to process funds for Digital Asset transactions, process wire transfers to or from Digital Asset trading platforms, Digital Asset-related companies or service providers, or maintain accounts for persons or entities transacting in Digital Assets.
g) Concentration Risks
Certain addresses on the bitcoin and ethereum blockchain networks hold a significant amount of the currently outstanding bitcoin and ether, respectively. If one of these addresses were to exit their bitcoin or ether positions, it could cause volatility that may adversely affect the price.
Whenever we review a new Digital Asset, we assess the ownership concentration of that particular asset. There are a number of ways in which a Digital Asset could be negatively impacted by a concentration of assets or power, including but not limited to: (i) if a participant or node operator gains control of a significant portion of a particular asset, (ii) if a 51% attack is successful, which means a mining entity gains control of enough hash power or stake in a proof-of-stake system to control which blocks are mined, which would significantly erode trust in the public blockchain networks, (iii) if a protocol’s decision-making power is concentrated to one or few holders which means consensus processes are threatened leading to poor or disruptive changes, or (iv) if applicable, if key actors make certain changes against the will of the broader community that could adversely impact the protocol or Digital Asset’s value. This is not an exhaustive list and new protocols can present unique concentration risks.
h) Dependence on the Internet
There are risks associated with using our internet-based Platform including, but not limited to, the failure of hardware and software. We maintain an independent and secure ledger of all transactions to minimize loss and maintain contingency plans to minimize the possibility of system failure. However, we do not control signal power, reception, routing via the internet, configuration of your equipment or the reliability of your connection to the internet. The result of any failure of the foregoing may be that you are unable to place an order, your order is not executed according to your instructions, or your order is not executed at all. Under certain market conditions, you may find it difficult or impossible to liquidate a position quickly at a reasonable price. This can occur, for example, when the market for a particular Digital Asset suddenly drops, or if trading is halted due to recent news events, unusual trading activity, or changes in the underlying Digital Asset system. The greater the volatility of a particular Digital Asset, the greater the likelihood that problems may be encountered in executing a transaction. In addition to normal market risks, you may experience losses due to one or more of the following: system failures, hardware failures, software failures, network connectivity disruptions, and data corruption.
i) Cyber Security Risk
The nature of Digital Assets may lead to an increased risk of fraud or cyber-attack. A breach in cyber security refers to both intentional and unintentional events that may cause us to lose proprietary information or other information subject to privacy laws, suffer data corruption, or lose operational capacity. This in turn could cause us to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. Cyber security breaches may involve unauthorized access to our digital information systems (e.g. through "hacking" or malicious software coding), but may also result from outside attacks such as denial-of-service attacks (i.e. efforts to make network services unavailable to intended users). In addition, cyber security breaches of our third-party service providers (e.g. a liquidity provider or a custodian) can also give rise to many of the same risks associated with direct cyber security breaches.
j) No Investor Protection Fund
Any Digital Assets held on the Platform are not protected by the Canada Deposit Insurance Corporation, Canadian Investor Protection Fund, Federal Deposit Insurance Corporation, Securities Investor Protection Corporation, or any other investor protection insurance scheme. By holding your Digital Assets with us you are exposed to insolvency risk (credit risk) on our part or on the part of the custodian designated to hold such Digital Assets.
k) No Voting Rights
Certain Digital Assets confer a right to vote on topics that may directly and indirectly affect functionality and economics of a particular crypto asset, including changes to block reward amounts, inflation percentages, consensus modelling or governance models. The Platform does not enable any voting functionality to users.
l) Commission and Fees
Although we do not charge a commission fee, we may earn a spread on your trade of Digital Assets. Any fees that we may charge on any of our Services may be based in part on the fees charged to us by our third-party service providers (e.g. a liquidity provider or a custodian), which are subject to change.
m) Depreciation of Collateral and Liquidation
If you have posted Digital Assets as collateral for a loan and the value of Digital Assets decreases, you may be required to deposit additional Digital Assets as collateral for the loan. We may also liquidate Digital Assets posted as collateral, in whole or in part, by selling such Digital Assets, but you remain responsible for any deficiency which exists after the net proceeds of dispositions are credited against any amounts owing by you to us.
We may hold your Digital Assets in our name or in another name, and, except for Digital Assets held in Savings Accounts of U.S. clients, we may pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Digital Assets, separately or together with other property, with all attendant rights of ownership, and for any period of time and without retaining a like amount of Digital Assets, and use or invest such Digital Assets. We will use our commercial best efforts to prevent losses but there may be a risk of loss.
- Transfer Delays
At peak times, or during a period of instability in a blockchain network, it may not be possible to move your Digital Assets to private keys that are personal to you as fast as is typical. When you choose to conduct a transaction involving Digital Assets you may experience a delay caused by the blockchain that you are interacting with and/or delays caused by the technical systems that make up the Platform. Any Digital Asset transaction that you initiate will result in an immediate change in your Ledn Account but the transaction will take some time to become finalized on the applicable blockchain (i.e. incorporated into a block in a blockchain), and cannot be cancelled in the interim. It is possible that for technical or business reasons (e.g. network congestion on a blockchain), despite our usual practice of rebroadcasting, a blockchain transaction may not become finalized (i.e incorporated into a block on the respective blockchain), and eventually your Ledn Account will reflect the failure of the transaction. In unusual circumstances it could take 48-72 hours for a failed transaction to be displayed properly within the Platform. If you experience unusual or frustrating delays, you should contact our customer support for assistance.
- Fair Practices; Feedback
You agree not to: (i) make any representations, warranties or guarantees on our behalf or with respect to the Platform, Services or any content or data contained on the Platform; (ii) make any false or misleading representations with regard to us, the Platform, Services or any content or data contained on the Platform; or (iii) participate or engage in any illegal, deceptive, misleading, fraudulent, unethical or improper practices on, through, by means of or with respect to the Platform, Services or your Ledn Account.
You acknowledge and agree that we (a) may, from time to time collect suggestions, comments, ideas, reviews, testimonials, materials or other feedback from you with respect to the Platform or Services on an ongoing basis and also through questionnaires, surveys, emails, and/or any other communication media available at the time (collectively referred to as “Feedback”); (b) shall at all times, own and be the exclusive owner of such Feedback; (c) may use such Feedback for any purpose whatsoever; and (d) where legally required and necessary, anonymize the Feedback and remove any personally identifiable information from such Feedback prior to our use or exploitation of such Feedback. You further acknowledge and agree that you have no right and hereby waive any request for acknowledgment or compensation for any Feedback or any modifications to our Platform or Services based on any Feedback.
By submitting Feedback to us, you: (e) acknowledge and agree that such Feedback is non-confidential, except for any personal and financial information; (f) grant us a perpetual, worldwide, royalty-free, irrevocable, transferable, sublicenseable, fully paid-up right to copy, use, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, display, distribute, market, promote, sell, rent or lease such Feedback in any form or medium known or later developed; and (g) agree that you will have no claim against us for any actual or alleged infringement of any proprietary rights, rights of privacy or publicity, moral rights or rights of attribution in connection with our use of any Feedback you provide.
- Copyrights, Trademarks and Other Intellectual Property Rights
Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our Platform or provided in connection with the Services, including, without limitation, any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, all of our loan information (including rate information) and requirements, products, services, advertising materials or collateral, login or registration criteria and instructions, help guidelines, user documentation and customer and technical support documents, and the Platform’s likeness, look and feel, format, layout, software, code (whether binary, assembly, source, object, HTML or otherwise), routines, scripts, platforms and applications, as well as any data, files, archives, folders or downloads (collectively, "Ledn Materials") are the sole, exclusive and proprietary property of Ledn or our licensors or suppliers and are protected by Canadian and international copyright laws and other intellectual property rights laws. All rights, title, and interest in and to the Platform and the Ledn Materials and any intellectual property contained therein or relating thereto, including any copyright, patent or trademark, are and will remain the sole and exclusive property of Ledn or its licensors, as applicable.
- Changes to Services, Rates and Fees
Terms, rates and availability of our Services are subject to change without notice. We reserve the right at any time to modify or discontinue one or more Services (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of any Service.
- Anti-Money Laundering and Counter-Terrorist Financing Policy
Your use of your Ledn Account and our Services is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions. Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its regulations. These standards are designed to prevent the use of our Services for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.
- Third-Party Websites and Content
The Platform, and some of our communications to you, may contain links or connections to third party websites. Any such link or connection is provided only as a convenience and should be used at your own risk. We have no control over any such other websites, the contents thereof or the products, services or policies represented. The existence of any link or other connection does not imply any affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by us. Your use of any such third-party websites is governed by the terms of service and the privacy policies of those sites, which we encourage you to review before using such sites. We will have no responsibility for any liabilities arising from or related to the contents of any third-party website or your use of any such website (including any mobile website) or the privacy policies and customer information practices of any such website.
In the event that a Digital Asset network attempts to or does distribute (sometimes called “airdropping” or “bootstrapping”) additional Digital Assets to or through its digital asset network, such network shall become a forked network and subject to the terms set forth above. We do not support airdrops or tokens or coins which supplement or interact with a Digital Asset network supported by us. You shall not use your Ledn Account or any of the Services to attempt to receive, request, send, store, or engage in any other type of transaction involving airdrops or tokens or coins which supplement or interact with a Digital Asset network supported by us. You will not be able to retrieve any unsupported Digital Asset. We assume no liability, obligation or responsibility whatsoever in respect to any unsupported Digital Asset.
- No Advice
While we may make certain informational content available to you, under no circumstances do we provide legal, financial, investment, accounting, tax, estate-planning, or other professional advice. We may provide information relating to investment approaches and opportunities to buy or sell assets, but you should not construe any features, tools, or other content as being legal, financial, investment, accounting, tax, estate-planning, or other professional advice. Nothing contained on the Platform constitutes a solicitation, recommendation, endorsement, or offer by us or a third-party service provider to buy or sell any asset or other financial instrument. The views expressed in some of our blogs, videos and other information emails do not necessarily reflect the views of Ledn as a whole, its directors, officers, employees, shareholders or any part or member thereof or of any third party. We encourage you to seek professional advice regarding any tax and legal requirements with which you must comply.
- Forward-Looking Statements
Certain statements on the Platform, and in any of our communications with you, may constitute forward-looking statements that involve known and unknown risks, uncertainties and other factors that may cause actual returns of funds, investments, securities or loans to be materially different from any future returns or values expressed or implied by such forward-looking statements. Forward-looking statements typically include words such as may, will, expect, believe, plan, expect, anticipate, intend and other similar terminology. These statements reflect current expectations regarding future events and speak only as of the date of being made. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or returns, and will not necessarily be accurate indications of whether or not such returns will be achieved. Given these uncertainties and risks, you should not place undue reliance on such forward-looking statements. Forward-looking statements should not be interpreted as advice and are in no way a form of solicitation, offering, or advice regarding any of our Services. The purpose of these forward-looking statements is merely to further explain our Services and for marketing purposes and should be interpreted as purely speculative. A variety of factors could cause the actual results and developments of any commodity, Digital Asset, fund, investment, security or loan to differ significantly from the results and developments forecasted and implied. Although forward-looking statements made as part of our Services, if any, are based upon what we and our advisors believe are reasonable assumptions, we cannot assure you that actual results, returns or events will be consistent with these forward-looking statements. We assume no obligation, and expressly disclaim any obligation, to update or revise forward-looking statements to reflect new information, future events or circumstances or otherwise.
If you have breached any provision of the Terms of Service or are otherwise not in full compliance with these Terms of Service, the permissions granted to you hereunder will automatically terminate, and in such circumstance, you will no longer access to, or be able to use, your Ledn Account, the Platform or Services. We reserve the right to terminate your right to use your Ledn Account, the Platform or Services, or block you from future use thereof, at any time in our sole discretion, with or without cause, and without notice to you. Without limiting the foregoing, we may exercise such right if: (i) you have engaged in conduct which we, acting reasonably, consider to be unacceptable; (ii) we are required by law to do so; or (iii) if we cease to carry on business in the ordinary course. We will not be liable to you due to, or by reason of, our termination of your right to use your Ledn Account, the Platform or Services.
- Our Remedies
Without prejudice to any of our other rights under these Terms of Service, if you breach these Terms of Service in any way, you agree and acknowledge that we may take such action as we deem appropriate to deal with the breach, including suspending your access to the Platform, prohibiting you from accessing the Platform, blocking computers using your IP address from accessing the Platform, contacting your internet service or other telecommunications provider to request that it block your access to the Platform, contact any private or public law enforcement authority and disclose any information we may have about you regardless of how it was obtained, bringing court proceedings and take any other legal action or self help remedy against you. If you violate these Terms of Service, you agree and acknowledge that we shall be entitled, at any time, to bring an action or proceeding for specific performance, injunctive relief or other equitable relief in addition to (and not to the exclusion of or in substitution for) any other remedies at law or in equity. This section will survive the termination or expiration of these Terms of Service for any reason.
You agree to fully indemnify and hold Ledn and its service providers, and our respective directors, officers, employees, contractors, agents, and representatives harmless from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees and expenses and any amount paid in settlement to a third party, made by or resulting from any third party (including any government agency or body) arising out of or related to (i) your use of your Ledn Account, the Platform or Services (ii) any breach or alleged breach of the Terms of Service, (iii) your threatened or actual violation of any applicable law or the rights of a third party, or (iv) any act or omission by your agent, representative or third-party service provider while using your Ledn Account, regardless of whether the specific use was expressly authorized by you. This section will survive the termination or expiration of the Terms of Service for any reason.
- Disclaimer of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT LEDN AND ITS SERVICE PROVIDERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES WILL IN NO EVENT BE LIABLE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE (INCLUDING THE ADDITIONAL TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE) OR YOUR USE OR INABILITY TO USE YOUR LEDN ACCOUNT, THE PLATFORM OR SERVICES.
IF YOU ARE DISSATISFIED WITH THESE TERMS OF SERVICE, THE PLATFORM OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CLOSE YOUR LEDN ACCOUNT AND DISCONTINUE YOUR USE OF THE PLATFORM AND SERVICES.
THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. LEDN AND ITS SERVICE PROVIDERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT (I) THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. WE CANNOT GUARANTEE THAT WE WILL ALWAYS BE ABLE TO MEET YOUR DEMANDS.
You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights or obligations under these Terms of Service. We may transfer, assign, delegate, sub-contract or otherwise transfer our rights and obligations under these Terms of Service without notifying you or obtaining your consent.
- Governing Law; Choice of Forum
These Terms of Service, including any additional terms and conditions incorporated herein by reference, and all matters, disputes, claims or controversies (whether in contract, tort, equity, statute or otherwise) arising out of or relating in any way to these Terms of Service (including, without limitation, the interpretation, validity or performance of these Terms of Service), your Ledn Account, the Platform or Services, the rights and obligations of you and us hereunder or any transaction contemplated hereby, are and shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. Any action, litigation, or proceeding (“Dispute”) between you and us arising out of or relating in any way to these Terms of Service, including any additional terms and conditions incorporated herein by reference, your Ledn Account, the Platform or Services, the rights and obligations of you and us hereunder or any transaction contemplated hereby will be instituted in the courts sitting in the City of Toronto in the Province of Ontario, and you and us irrevocably consent to submit to the sole and exclusive jurisdiction of such courts for any such Dispute.
You and us irrevocably and unconditionally waive any objection to the venue of any Dispute in such courts and irrevocably waive and agree not to plead or claim in any such court that any such Dispute brought therein has been brought in an inconvenient forum or that there are indispensable parties to such Dispute that are not subject to the jurisdiction of such courts. You and us irrevocably and unconditionally agree that you or us will not commence any Dispute of any kind whatsoever, including but not limited to contract, tort, equity, and statutory claims, against the other party in any forum other than the courts sitting in the City of Toronto in the Province of Ontario. You and us agree that a final judgment in any such Dispute is conclusive and may be enforced in other jurisdictions by action on the judgment or in any other manner provided by law.
- No Jury Trials
You and us irrevocably and unconditionally waive any right you or us may have to a jury trial in respect of any Dispute arising out of or relating to these Terms of Service, your Ledn Account, the Platform or Services, the rights and obligations of you and us hereunder or any transaction contemplated hereby and any counterclaim therein. Each party certifies and acknowledges that such party has considered the implications of this waiver and makes this waiver voluntarily.
These Terms of Service, together with any additional terms and conditions incorporated herein by reference, constitute the sole and entire agreement between you and us with respect to the subject matter hereof and supersedes all other prior or contemporaneous negotiations, discussions, agreements, understandings, representations and warranties, both written and oral, between you and us with respect to such subject matter. All rights in the Platform not otherwise expressly granted to you by these Terms of Service are reserved to Ledn.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms of Service or any use of your Ledn Account, the Platform or Services. Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found to be invalid, void, unlawful or unenforceable, you and us agree that the court should give effect to the parties’ intentions as reflected in such provision, and the other provisions of the Terms of Service shall remain in full force and effect. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. For purposes of these Terms of Service, the words include, includes, including, such as and for example, shall be construed as if each term were followed by the words, without limitation. Except where context requires otherwise, use of the singular form of any noun includes the plural, and use of the plural includes the singular. Neither the course of conduct between you and us, nor trade practice, shall act to modify any provision of these Terms of Service.
Last Updated: 3/1/2023