U.S. Legacy Digital Asset Savings Terms
These U.S. Legacy Digital Asset Savings Terms apply only to Savings Accounts opened by U.S. clients prior to April 4, 2022 (hereinafter referred to as “Legacy Savings Accounts”).
Acceptance of Terms
By continuing to maintain your Legacy Savings Account you are confirming your acceptance to these U.S. Legacy Digital Asset Savings Terms, and you agree that the terms and conditions contained herein will govern your Legacy Savings Account. We reserve the right to update these U.S. Legacy Digital Asset Savings Terms from time to time, and 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. 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”. The provider of your Legacy Savings Account and your sole and exclusive counterparty to these U.S. Legacy Digital Asset Savings Terms is Ledn (USA) Inc., a Wyoming corporation. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto under Section 32 of these U.S. Legacy Digital Asset Savings Terms.
Effective April 4, 2022, Savings Accounts opened by new clients residing in the United States (“U.S. Savings Accounts”) will not be eligible to earn interest on Deposited Digital Assets. Existing U.S. clients can continue to maintain their Legacy Savings Account, receive interest payments and withdraw Deposited Digital Assets from their Legacy Savings Accounts but will no longer be able to transfer additional Digital Assets into their Legacy Savings Accounts.
Effective April 4, 2022, existing U.S. clients with Legacy Savings Accounts will also have available U.S. Savings Accounts, which are non-interest-bearing accounts that are governed by the Digital Assets Savings Terms.
You may not have access to certain functions on the Ledn Platform (i) if you are a resident of any jurisdiction in which Ledn is not authorized to provide one or more of its services to you, or (ii) where your use of one or more of Ledn’s services would be illegal or otherwise violate any Applicable Law (each a “Restricted Jurisdiction”). We may implement controls to restrict access to the Ledn Platform from any Restricted Jurisdiction. You hereby represent and warrant that you will not use your Legacy Savings Account or otherwise use certain functions on the Ledn Platform for services which are restricted to you.
We may rely on instructions regarding your Legacy Savings Account if we reasonably believe that you have authorized the instructions.
Which digital assets can be held in your Legacy Savings Account?
You agree and understand that only certain select digital assets, as determined by us in our sole and absolute discretion, are eligible to be held in your Legacy Savings Account (each a “Supported Digital Asset”). Our current list of Supported Digital Assets is available on the Platform at https://ledn.io/en/legal/rates-terms. You also agree and understand that we may add, suspend or remove Supported Digital Assets at any time in our sole and absolute discretion.
How is interest calculated?
Unless otherwise stated, the interest on each Supported Digital Asset is variable. We publish our interest rates on our website at https://ledn.io/en/legal/rates-terms, which may be updated by us from time to time. Changes to interest rates will be posted, or you will otherwise be notified, before changes are made, which typically occurs before the first day of each month.
Interest will not be earned the day of withdrawal. Interest will be payable in arrears and added to your Legacy Savings Account on a monthly basis.
Unless otherwise explicitly set out at https://ledn.io/en/legal/rates-terms, we use the daily balance method to calculate the interest on the Account Balance in your Legacy Savings Account. This method applies the Applicable Daily Rate (as defined below) to the Account Balance in your Legacy 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 Legacy Savings Account. That means that each tier will have a different Applicable Daily Rate. Interest is compounded monthly. Once interest has been paid out and added to your Legacy Savings Account, the interest you have earned will start earning further interest.
You acknowledge and agree that we shall determine the interest rates and the tiers for each month in our sole and absolute discretion and you represent and warrant that you fully understand the methodology provided for above for calculating the interest payable on the Account Balance in your Legacy Savings Account.
We reserve the right to grant preferential interest rates or other terms to certain clients as part of marketing campaigns or otherwise, upon our sole and absolute discretion.
How is interest paid?
We will credit your Legacy Savings Account with the interest earned in the preceding month within seven (7) Business Days of the end of each calendar month. Your Legacy 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 Deposited Digital Asset earning interest. 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.
How can you withdraw your funds?
Unless otherwise explicitly set out at https://ledn.io/en/legal/rates-terms, you may request a complete or partial withdrawal of the Deposited Digital Assets held in your Legacy Savings Account at any time. You will cease earning interest on the Deposited Digital Assets that you have requested to withdraw as soon as you make such a withdrawal request; however, it may take us up to seven (7) days to fully process any withdrawal or transfer 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.
There are no fees to transfer Supported Digital Assets between internal Ledn accounts (“Internal Transfers”). We may charge a fee if you transfer or withdraw Supported Digital Assets outside of the Ledn Platform, that is, to an external (non-Ledn) account or wallet address (“External Transfers”). For a complete and up to date list of fees that we may charge please visit: https://ledn.io/en/legal/rates-terms. The Withdrawal Processing Time applies to Internal Transfers and External Transfers.
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 Digital Assets which you withdraw from your Legacy Savings Account.
Any interest that has accrued but has not been credited to your Legacy Savings Account is not eligible for withdrawal.
In the case of any withdrawal, you will be required to provide the details for the wallet address(es) to which you wish to transfer your Deposited 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 Deposited 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 withdrawal. 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.
Please note that if you withdraw any Deposited Digital Assets from your Legacy Savings Account on or after April 4, 2022, you will not be eligible to replace or re-contribute any Digital Assets into your Legacy Savings Account.
Enhanced safety and safelisting wallet addresses
Our safelisting feature is an enhanced security option which allows you to pre-authorize wallet addresses for withdrawals from your Legacy Savings Account (each a “Safelisted Address”). When one or more Safelisted Addresses have been activated for your Legacy Savings Account, withdrawals from your Legacy Savings Account will only be permitted to the Safelisted Addresses or other internal Ledn wallet addresses, such as Ledn loan or B2X addresses (for collateral top-up).
Upon each and every time that you add or remove a Safelisted Address, your Legacy Savings Account will automatically enter into a mandatory 48-hour cool-down period (the “Cool-Down Period”) during which withdrawals from your Legacy Savings Account will be restricted. Such withdrawal restriction during the Cool-Down Period does not apply to withdrawals to other 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 Deposited 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.
Closing your Legacy Savings Account
We have the right to close your Legacy Savings Account at any time and for any reason without advance notice. If your Legacy Savings Account has an Account Balance when we close it, we will return the remaining Deposited 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.
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 Legacy 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 U.S. Legacy Digital Asset Savings 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 collect, report, and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether or which laws may apply to your transactions. Unless otherwise set out in these U.S. Legacy Digital Asset Savings Terms, you are solely responsible for reporting and paying any taxes arising from your Legacy Savings Account.
Your Representations, Warranties and Covenants
By continuing to maintain your Legacy Savings Account, you hereby make the following representations, warranties and covenants to us, and such representations, warranties and covenants are deemed to be made continuously for as long as your Legacy Savings Account is open, provided however, that those representations and warranties expressly referring to another specific date shall be true and correct as of such date:
(a) If you are a legal entity, (i) you are duly incorporated or organized, validly existing and in good standing under the laws of your jurisdiction of incorporation or organization, (ii) you have the legal capacity or power and authority to own all of your property and carry on your business and to agree to these U.S. Legacy Digital Asset Savings 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 Legacy Savings Account and the acceptance and performance of these U.S. Legacy Digital Asset Savings Terms and there are no provisions in any shareholder agreement or the constating documents which restrict or limit your powers to agree to and accept these U.S. Legacy Digital Asset Savings Terms, and (v) these U.S. Legacy Digital Asset Savings Terms constitute valid and legally binding obligations enforceable against you in accordance with their respective terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought;
(b) If you are an individual, you are the age of majority in your jurisdiction of residence, and in any case, you are at least 18 years old, and you have the capacity to enter into and perform your obligations under these U.S. Legacy Digital Asset Savings Terms;
(c) You are not an insolvent person or bankrupt under any 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;
(d) 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 U.S. Legacy Digital Asset Savings Terms, (ii) your continued use of the Legacy Savings Account, or (iii) the validity or enforceability of these U.S. Legacy Digital Asset Savings Terms;
(e) The entry into, and performance under, these U.S. Legacy Digital Asset Savings 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 you or your Deposited Digital Asset, (iii) violate, contravene or conflict with, result in a breach of or constitute (with notice or lapse of time or both) a default under, any agreement, mortgage, indenture or contract to which you are a party or by which you or any of your property is bound, or (iv) result in the creation or imposition of any Lien of any kind upon any of your property, including your Deposited Digital Asset, other than the Security Interest granted to us pursuant to these U.S. Legacy Digital Asset Savings Terms;
(f) You have good and marketable legal and beneficial title to all of your Deposited Digital Assets, free and clear of any and all Liens and claims of any Person, other than our Security Interest in your Deposited Digital Asset created hereunder in our favour, 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 Deposited Digital Assets, or the creation of any Lien in your Deposited Digital Asset. You will not create or allow any other security interest or Liens or claims of any other Person on your Deposited Digital Assets, other than those created by these U.S. Legacy Digital Asset Savings Terms;
(g) 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 U.S. Legacy Digital Asset Savings Terms or affect your Deposited 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;
(h) You (i) have duly and timely filed all tax returns and filings required to be filed by you with the appropriate governmental authority and have duly, completely and correctly reported all income and all other amounts and information required to be reported, (ii) have duly and timely remitted to the appropriate governmental authority all taxes and other amounts required by Applicable Law to be remitted by you, (iii) have no audits or claims now pending or threatened against you in respect of any taxes, or matters under discussion, audit or appeal with any governmental authority relating to such taxes which could affect your Deposited Digital Asset or the Security Interest therein. You will file or cause to be filed, when due, all tax returns and filings which are required to be filed by you in respect of all taxes, and shall pay or cause to be paid all such taxes as are required by Applicable Law and in accordance with any assessment or demand for payment received by you as and when such taxes become due;
(i) You are, and at all times while the Legacy Savings Account is open, will be in compliance with all Applicable Laws;
(j) You will notify 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 (that is, not an individual), making any change in your principal place of business or jurisdiction of formation;
(k) Neither you nor, if applicable, any of your affiliates or officers, directors, brokers or agents or their affiliates (i) has violated any Applicable Laws related to money laundering or terrorism financing in the United States or Canada; (ii) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering; (iii) is the target of any economic or financial sanctions or trade embargos administered by the United States or Canada, 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 the United States or Canada 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 the United States or Canada; 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 the United States or Canada;
(l) None of your Deposited Digital Assets represent proceeds of crime for the purposes of Applicable Law related to money laundering or terrorism financing and you acknowledge that we may be required by Applicable Law to disclose your name and other information relating to these U.S. Legacy Digital Asset Savings Terms pursuant such Applicable Law, and to the best of your knowledge, your Deposited 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 the United States, Canada, 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;
(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; and
(o) You acknowledge that we reserve the right to suspend your access to the Legacy Savings Account, or withhold or delay the withdrawal of Deposited Digital Assets from your Legacy Savings Account if you fail to comply with these U.S. Legacy Digital Asset Savings Terms, or if, in our good faith belief, such restriction is reasonably necessary to comply with our anti-money laundering programs and policies; any requirements under Applicable Law; to prevent fraud and suspicious transactions; or for any other security reasons.
Consent to Rehypothecate
In consideration for us maintaining your Legacy Savings Account and for the interest paid on your Legacy Savings Account, you grant us the right, subject to Applicable Law, without further notice to you, to hold the Deposited Digital Assets held in your Legacy Savings Account in our name or in another name, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Deposited 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 Deposited Digital Assets, and to use or invest such Deposited Digital Assets. You acknowledge that, with respect to Deposited 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 the Deposited Digital Assets in our business to which you will have no entitlement whatsoever; and (iii) Deposited Digital Assets that are subject to such transactions, investment or otherwise being used in these transactions may not be held by our third party custodians.
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 Deposited Digital Asset, the support of any New Digital Asset in your Legacy 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 Legacy Savings Accounts will be denominated in the legacy Digital Asset and all interest will accrue in the legacy Digital Asset. In the event that a Hard Fork achieves the required consensus, it is possible that 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 Deposited Digital Asset from your Legacy 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 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, 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 Legacy Savings Account is not a checking or savings account, and that it is not covered by insurance against losses. Your Legacy Savings Account is not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections or any other similar protections offered by any other entity. The Legacy Savings Account interest rates are not equivalent or similar to benchmark interest rates observed in the traditional financial market for bank deposit accounts. We will pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use Deposited Digital Assets to counterparties.
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.
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 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 U.S. Legacy Digital Asset Savings Terms, your use of your Legacy Savings Account or our activities in connection with such Legacy Savings Account, or any of the information, services or transactions contemplated by these U.S. Legacy Digital Asset Savings Terms.
Moreover, and also except to the extent required by Applicable Law, neither we nor any Ledn Service Provider shall be liable to you, whether in contract or tort, for any direct damages of any kind (even if we and/or any Ledn Service Provider have been advised of the possibility thereof) in connection with these U.S. Legacy Digital Asset Savings Terms, your use of your Legacy Savings Account or our activities in connection with such Legacy Savings Account, or any of the information, services or transactions contemplated by these U.S. Legacy Digital Asset Savings 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 Legacy Savings Account or our activities in connection with such Legacy Savings Account, or any of the information, services or transactions contemplated by these U.S. Legacy Digital Asset Savings 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 U.S. Legacy Digital Asset Savings 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 Legacy Savings Account or our activities in connection with such Legacy Savings Account, or any of the information, services or transactions contemplated by these U.S. Legacy Digital Asset Savings 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 Legacy Savings Account.
You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, or any other codes that you use to access your Legacy Savings Account 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 Legacy 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 U.S. Legacy Digital Asset Savings 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 and injury (including death) arising out of or relating to your use of your Legacy Savings Account or our activities in connection with such Legacy Savings Account, or any of the information, services or transactions contemplated by these U.S. Legacy Digital Asset Savings Terms, or our and any Ledn Service Providers’ performance or nonperformance of our obligations to you under these U.S. Legacy Digital Asset Savings 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 Legacy 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 Legacy Savings Account. As a result, we will be entitled to charge your Legacy 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 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 Deposited Digital Assets in your Legacy Savings Account, such Deposited Digital Assets may not be withdrawn out of such Legacy Savings Account until the matter is resolved.
Conflict/Disputes Involving Your Legacy Savings Account
(a) If any third party makes a claim on your Legacy 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 Legacy Savings Account and returning the Deposited 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 Legacy Savings Account.
(b) If legal action such as an attachment, garnishment, levy or other legal process (“Legal Process”) is brought against your Legacy Savings Account, we may refuse to permit (or may limit) withdrawals or transfers from your Legacy 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 Deposited Digital Assets in your Legacy 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 Legacy 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 Legacy Savings Account is subject to our right of set-off and Security Interest.
Set-off and Security Interest Rights
You hereby grant us a security interest in any and all of your Legacy Savings Accounts and the Deposited Digital Assets therein as security for your obligations owing to us under these U.S. Legacy Digital Asset Savings Terms (the “Security Interest”). We may take or set-off Deposited Digital Assets in any or all of your Legacy Savings Accounts to satisfy any obligations that you owe us. These rights are in addition to other rights we have to take, transfer or charge Deposited Digital Assets in your Legacy Savings Accounts for obligations that you owe us. Your agreement to these U.S. Legacy Digital Asset Savings Terms shall also serve as your consent to our asserting this Security Interest or exercising our right of set-off should any Applicable Laws governing your Legacy Savings Accounts require such consent. If Applicable Laws restrict our ability to take, transfer or set-off Deposited Digital Assets in your Legacy Savings Accounts, to the extent that you may do so by contract, you waive those conditions and limits and authorize us to apply Deposited Digital Assets in any or all of your Legacy Savings Accounts against obligations you owe us.
Changes and updates to these U.S. Legacy Digital Asset Savings Terms
We reserve the right to discontinue or make changes to the Legacy Savings Account at any time. These U.S. Legacy Digital Asset Savings Terms were last updated and are effective as of the date first noted above. While we will endeavour to give you prior notice of any changes to these U.S. Legacy Digital Asset Savings Terms, we reserve the right to update these U.S. Legacy Digital Asset Savings 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 Legacy Savings Account. Notwithstanding the above, we will always seek your consent to future modifications of the U.S. Legacy Digital Asset Savings 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 Legacy 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 Legacy Savings Account.
Disclosure of Legacy Savings Account Information
Our Relationship with You
These U.S. Legacy Digital Asset Savings Terms do not create a fiduciary relationship between us and you.
All representations, warranties, covenants and agreements by you or on your behalf contained in these U.S. Legacy Digital Asset Savings 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 U.S. Legacy Digital Asset Savings Terms or any of your rights or obligations under these U.S. Legacy Digital Asset Savings 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 continuing to maintain the Legacy Savings Account, we are relying on all representations, warranties and covenants made by you in these U.S. Legacy Digital Asset Savings Terms and in any certificate or other instrument delivered by you to us under these U.S. Legacy Digital Asset Savings Terms. You further agree all such representations, warranties and covenants will survive the execution of these U.S. Legacy Digital Asset Savings Terms, shall be continuing in nature, and shall remain in full force and effect for as long as your Legacy Savings Account remains open.
Section headings in these U.S. Legacy Digital Asset Savings Terms are for convenience purposes only and are not to be used to interpret or define the provisions of these U.S. Legacy Digital Asset Savings 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 U.S. Legacy Digital Asset Savings 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 U.S. Legacy Digital Asset Savings 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 U.S. Legacy Digital Asset Savings 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 U.S. Legacy Digital Asset Savings 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 U.S. Legacy Digital Asset Savings 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 U.S. Legacy Digital Asset Savings Terms.
If any part or parts of these U.S. Legacy Digital Asset Savings Terms shall be held unenforceable for any reason in any jurisdiction, such provision shall be severed from these U.S. Legacy Digital Asset Savings Terms in respect of such jurisdiction, without affecting the enforceability in any other jurisdiction, and the remainder of these U.S. Legacy Digital Asset Savings Terms shall continue in full force and effect.
The rights and priorities set forth in these U.S. Legacy Digital Asset Savings 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 U.S. Legacy Digital Asset Savings 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 Legacy Savings Account and enter into these U.S. Legacy Digital Asset Savings Terms. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach of these U.S. Legacy Digital Asset Savings 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 U.S. Legacy Digital Asset Savings Terms:
“Account Balance” means the amount of Deposited Digital Asset in your Legacy 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.
“Deposited Digital Asset” means the Supported Digital Asset deposited in a Legacy Savings Account prior to April 4, 2022.
“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.
“Legacy Savings Account” means an existing savings account held by a U.S. client, which was opened prior to April 4, 2022, and governed by these U.S. Legacy Digital Asset Savings Terms.
“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 the Digital Assets Savings Terms.
“U.S. Legacy Digital Asset Savings Terms” means these terms and conditions applicable to your Legacy Savings Account.
“You” or “you” means the legal owner of the Legacy Savings Account as named and listed on the Ledn Platform.