LEDGER TRADELINK TERMS OF USE

Welcome to LEDGER TRADELINK

You are about to access Ledger TRADELINK (“TRADELINK”). TRADELINK is an off exchange settlement technology solution that allows independent third parties to increase control, security, and transparency in connection with the management of crypto trading risks. Before using TRADELINK, You need to carefully read, understand and accept these Terms and Conditions (the or these “Terms”). The Terms and any attachments related to it form a legal Agreement between You and Ledger, and define the terms and conditions under which You are allowed to use TRADELINK (the “Agreement”). If You do not agree to these Terms, You must immediately discontinue use of TRADELINK. If You have questions relating to TRADELINK, please reach out to the Ledger Enterprise helpdesk via https://ledgerhq.atlassian.net/servicedesk/customer/portal/2 or by sending an email to tam@ledger.fr.

You understand and accept the following by continuing to use TRADELINK

• TRADELINK is a technology solution, and not a financial service.
• Ledger provides TRADELINK with no warranty or guarantee that it will be error-free, accurate or that it will meet Your expectations or requirements.
• Ledger is not responsible for any data provided through TRADELINK and does not express any opinion regarding it. Such data is provided for informational purposes only and without any liability whatsoever to Ledger.

1. WHAT THESE TERMS COVER

This Agreement is between Your legal entity (“You”, “Your”, or “User”) and the following Ledger company, depending on Your region:

By clicking “Create my login”, or otherwise using or agreeing to the terms and conditions of TRADELINK, You agree that You have carefully read and accepted all of the below terms and conditions.

2. DEFINITIONS

The following capitalized terms, when used in these Terms, shall have the meanings described below, it being specified for the avoidance of doubt that in these definitions, reference to the singular includes a reference to the plural and vice versa, except when clearly inappropriate.

“Affiliate” means, with respect to any legal entity, any other legal entity controlling, controlled by, or under common control with, such legal entity; it being specified that “control”, “controlling” or “controlled” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Anti-Corruption and Anti-Money Laundering Regulations” means all applicable regulations, laws, rules or guidelines in connection with bribery and corruption, money laundering and counter-terrorist financing issued, administrated or enforced by any relevant Authority.

“Authority” means any competent governmental, administrative, supervisory, regulatory, judicial, disciplinary, authority, agency, commission, board, organisation, court or tribunal of any jurisdiction, whether supranational, national, federal, regional or local and any subdivision, department or branch of any of the foregoing.

“IP Rights” means patents, inventions, trademarks, service marks, trade names, logos, domain names, business names, rights in designs (including registered and unregistered designs and design rights), copyright (including rights in computer software), semiconductor topography rights, database rights and all other intellectual property rights, in each case whether registered or unregistered and including applications for grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world now or in the future together with all (a) rights to the grant of and applications for the same and (b) corresponding applications, re-issues, extensions, divisions and continuations of the aforesaid.

“Ledger” or “us*”, “we”, “our” means Ledger SAS, and where appropriate, other entities that are part of the Ledger group of companies and which are set out in the table above.

“Ledger Hardware Device” means a secure dedicated device provided by Ledger or Affiliates of Ledger for the purposes of Ledger Enterprise services.

“Representatives” means, in relation to a party, (a) its Affiliates and (b) any director, officer, employee, agent, consultant, shareholder or any other person acting on its behalf (as applicable) of such party or of any of its Affiliates.

“Sanctioned Person” means a person that is targeted by or subject to a Sanction.

“Sanctions” means: (a) economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the U.S. government and administered by the U.S. State Department, the U.S. Department of Commerce or the U.S. Department of the Treasury’s Office of Foreign Assets Control, (ii) the United Nations Security Council, (iii) the European Union, (iv) France and any other European Union Member state or (v) Her Majesty's Treasury of the United Kingdom; and (b) economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by or any other relevant sanctions authority.

“Third Party Services” refers to any Services provided directly to You by third parties via TRADELINK.

“TRADELINK Risk and Security Best Practices” means the set of rules and best practices set forth at the following page: https://ledger-enterprise-api-portal.redoc.ly/developer-portal/docs/tradelink/best_practices/

3. THIRD PARTY SERVICES & THIRD PARTY SERVICE PROVIDERS

3.1 Access. Ledger may provide access via TRADELINK to optional additional services, offered or managed by third-party providers (such services, the “Third Party Services” and each third-party service provider, a “Third Party Service Provider”). Third Party Services are offered on an opt-in basis to You and are subject to additional terms and conditions. You agree that Your use of any Third Party Services is subject to those separate terms and conditions between You and such Third Party Service Provider. It is Your responsibility to review, understand and accept the applicable terms and conditions and meet any requirements of that third party before using such Third Party Services.

3.2 TRADELINK Risk and Security Best Practices. If You offer a Third Party Service using TRADELINK or enter into an agreement with a Third Party Service Provider, the purpose of which is to use or implement some or all of the features of TRADELINK, You shall ensure that the TRADELINK Risk and Security Best Practices are being implemented, properly referenced, and followed by You or the Third Party Service Provider as the case may be. You hereby agree that Ledger shall have the right to unilaterally change and update the TRADELINK Risk and Security Best Practices in its sole discretion as it may deem necessary from time to time.

3.3 No Advice or Recommendations. Before using TRADELINK, please educate Yourself to make informed decisions. Please be aware that Ledger does not provide financial, tax, or legal advice. Ledger does not trade, exchange, send, or receive crypto assets for users, nor does Ledger advise or make recommendations about engaging in crypto asset trading activities, transactions or operations. Decisions to engage in trading activities, transactions or perform operations involving crypto assets should be taken on Your own or in reliance on opinions of Your own reliable and qualified experts. Crypto assets are volatile. The prices can go up and down. Carefully evaluate Your goals and the financial risk You are willing to take.

4. ELIGIBILITY

To be eligible to use TRADELINK, the entity ("You", "Your", or "User") using TRADELINK warrants and represents during the term of this Agreement that it:

✓ Is a legally incorporated, organised and existing business, corporation, partnership, or other legal entity in good standing under the laws of its jurisdiction of incorporation or organisation;

✓ Has all necessary power, legal capacity, and authority to enter into these Terms, to perform its obligations hereunder, and to grant the rights and authorisations in these Terms and that its authorized signatory(ies) has(have) all powers to execute this Agreement and any relevant document relating to the Third Party Services;

✓ Will provide accurate, true, and complete information as required by TRADELINK and will maintain the accuracy and completeness of such information for the duration of its use of TRADELINK;

✓ Will comply, and will procure that its Representative will comply, in all respects with all Anti-Corruption and Anti-Money Laundering Regulations to which it may be subject to, and that neither it nor its Representatives (to the best of its knowledge):

      (i) has at any time violated or engaged in any activity, practice or conduct which would violate any Anti-Corruption and Anti-Money Laundering Regulation;

      (ii) has been investigated (or, to its best knowledge, is being investigated or is subject to a pending or threatened investigation) or is involved in an investigation (as a witness or suspect) in relation to the violation of any Anti-Corruption and Anti-Money Laundering Regulation by any Authority; and

      (iii) has admitted to, or been found by a court in any jurisdiction to have violated any Anti-Corruption and Anti-Money Laundering Regulation.

✓ Is not a Sanctioned Person or is not owned or controlled by (including, without limitation, by virtue of such person being a director or owing voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Sanctioned Person or a foreign government that is the target of Sanctions such that the entry into, or performance of obligations under, this Agreement would be prohibited under Sanctions.

✓ Has not violated or breached any law or regulation to which it may be subject, the violation or breach of which would materially impair its ability to enter into this Agreement or perform its obligations under the Agreement. In particular, You represent and warrant that neither You nor, to the best of its knowledge, Your Representatives have at any time failed to comply, with the European Convention for the Protection of the Human Rights and Fundamental Freedom dated 4 November 1950, with the prescriptions and recommendations of the International Labor Organization with respect to the protection of childhood, and with any applicable anti-slavery national or international regulation.

✓ Will comply with all applicable laws, rules, and regulations in relation to its activities under these Terms and has obtained all necessary consents, approvals, and authorizations required by any governmental or regulatory authority for the operation of its business and its engagement with TRADELINK; and

✓ Fulfil any other eligibility requirements communicated to You by Ledger and/or third parties that You are engaging with via TRADELINK. You can only use TRADELINK if such use is permitted under the laws of the jurisdiction in which it is incorporated, operates, and where it accesses TRADELINK. It is Your responsibility to ensure that these Terms are in compliance with all such laws, rules, and regulations that apply to it.

5. TRANSACTIONS

When using TRADELINK, You represent that all transactions You or Your Affiliates perform:

• comply with applicable Anti-Corruption and Anti-Money Laundering Regulations; and
• are not made to or from any person or public key address that is owned, identified or referable to any person, designated as a “Specially Designated National” by the US Office of Foreign Assets Control, or otherwise subject to any Sanctions or restrictions.

You acknowledge and authorise Ledger (either directly or through a third party with whom Ledger has a confidentiality agreement) to screen and monitor transaction data to prevent fraud and other suspicious transactions, and in order to comply with applicable law. This includes conducting screening or persons and public key addresses against various sanctions and politically exposed persons lists, querying information contained in public sources and records, querying information contained in any transaction.

6. LOGIN DETAILS

To use TRADELINK, You may need to choose login details. If You choose a password, or You are provided with a user identification code or any other piece of information as part of our security procedures, You must treat such information as confidential. You must not disclose it to any third party. If You know or suspect that anyone other than You knows Your password, You must promptly notify the Ledger Enterprise helpdesk via https://ledgerhq.atlassian.net/servicedesk/customer/portal/2 or by sending an email to tam@ledger.fr.

7. FEES & CANCELLATION

7.1 Third Party Services. If You use a Third Party Service via TRADELINK, such service may be subject to separate terms and conditions, including specific terms for payment, fees and cancellation. Fees may be charged directly to You. If You have any questions relating to cancellation of Third Party Services, please reach out to the Third Party Service Provider.

7.2 Cancellation. Cancellation for any Third Party Service is subject to separate applicable terms and conditions provided by third parties for Third Party Services. Unless otherwise stated below or in separate terms and conditions, You may have to pay for any complete Third Party Services You received before cancellation.

7.3 Taxes. You are responsible for paying of all applicable national, federal, state, local or other taxes of any jurisdiction, of whatever nature whether now in effect or imposed in the future by any national federal, state, local, international or any other governmental authority or taxing jurisdiction, including, without limitation, any sales, use, value-added (VAT), services and other taxes and duties associated with Your use of TRADELINK.

7.4 User License. As a user of TRADELINK, we grant You a limited, personal, non-commercial, non-exclusive, non-transferable, and revocable license to use TRADELINK. Any use of TRADELINK other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and may result in immediate termination of Your license to use TRADELINK.

7.5 Do no harm. You agree (i) not to distribute any virus or other harmful computer code through Ledger’s systems, (ii) not to use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access TRADELINK or to extract data, (iii) not to provide false, inaccurate, or misleading information, and (iv) not to take any action that may impose an unreasonable or disproportionately large load on our or any of our third party providers’ infrastructure. Unless otherwise expressly authorized and agreed in writing, You will not attempt to (v) modify, alter, or otherwise create derivative works of TRADELINK, (vi) reverse engineer, disassemble, or decompile TRADELINK (except to the extent applicable law does not allow this restriction), or (vii) sublicense TRADELINK.

7.6 Don’t circumvent our security. You agree not to bypass, circumvent, or attempt to bypass or circumvent any measures that we may use to prevent or restrict access to TRADELINK including, without limitation, Ledger Hardware Devices used during any engagement with TRADELINK, other logins, information systems, or networks.

7.7 Don’t break the law. You agree that You will not violate any laws when using TRADELINK. This includes any local, provincial, state, federal, national, or international laws that may apply to You. You agree that You will not use TRADELINK to pay for, support, or otherwise engage in any illegal activities including, but not limited to, fraud, illegal gambling, money laundering, or terrorist activities. You further agree not to encourage or induce any third party to engage in any of the activities prohibited under this section.

7.8 Don’t interfere. You agree that You will not use or attempt to use another user’s TRADELINK login credentials without authorization, or use TRADELINK in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying TRADELINK, or that could damage, disable, overburden or impair the functioning of TRADELINK in any manner.

7.9 Intellectual Property. Ledger respects the intellectual property of others and we ask our Users to do the same. Ledger and its Affiliates exclusively own all rights, title, and interest in and to TRADELINK including, but not limited to, (i) associated intellectual property rights and know-how (as well as the look and feel pertaining to TRADELINK); (ii) all derivative works, improvements or modifications; (iii) all deliverables, material or documentation provided under this Agreement; (iv) all feedback, suggestions, or ideas provided to Ledger and/or its Affiliates relating to TRADELINK during the term. Except for the limited license rights explicitly set forth in the Agreement no right, title, or interest in or to the above list is granted or otherwise transferred to a user of TRADELINK. All names of the tools developed by Ledger or any member of the Ledger group of companies, and their derivatives shall be and remain the exclusive property of such Ledger companies which may decide to protect the names in any matter that it deems fit including as a brand name, trademark and/or domain name. The trademarks, service marks and logos of Ledger and others used via TRADELINK are the property of Ledger and their respective owners. It is strictly prohibited to use these Trademarks without our express written authorisation or those of their owners.

8. SHARING OF DATA

8.1 Limited Authorization to Share Data with Third Party Service Providers. To the extent that (i) You elect to access any Third Party Services, and (ii) it is important for the smooth functioning of the Third Party Service for Ledger or any of its Affiliates to share or transmit Your data, You hereby authorize and consent to Ledger or any of its Affiliates sharing only such data as is necessary to ensure the smooth functioning of the relevant Third Party Service. Some Third Party Services may also request or require access to Your personal data. The processing of such data will be handled in accordance with the relevant third party’s privacy policy and best practices.

8.2 Registration. You acknowledge that Ledger may require You to provide Your name and email address in order to complete the registration process for TRADELINK.

9. RISKS AND RECOMMENDATIONS

9.1 Regulatory Changes. Blockchain technologies and related services are subject to continuous regulatory changes and scrutiny around the world, including but not limited to anti-money laundering and financial regulations. You acknowledge that TRADELINK, including their availability, could be impacted by one or more regulatory requirements.

9.2 Technology. Users understand that some of the technology supported or made available through TRADELINK might be new, untested and not provided by Ledger and therefore outside of Ledger’s control.

9.3 Cybersecurity. Hackers or other groups or organizations may attempt to interfere with TRADELINK and the related Third Party Services provided by Third Parties to You in several ways, including without limitation denial of service attacks, side-channel attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.

9.4 Do NOT Trust. Verify. Software integrity, especially when connected to the Internet, is very hard to verify. Ledger’s security model relies on a trusted display. For users of Ledger Hardware Devices provided by Ledger or its Affiliates for the purposes of Ledger Enterprise services, verification of the information on any Ledger Hardware Device provided by Ledger or any Affiliate of Ledger, is paramount when using TRADELINK. Before You approve an operation, You must always double check that the information displayed on Your mobile or desktop screen is correct and matches the information displayed on Your Ledger Hardware Device.

9.5 NO Liability. There may be additional risks that we have not foreseen or identified in these Terms. Before You use TRADELINK, You are strongly encouraged to carefully assess whether Your risk tolerance and financial situation is compatible with such use. For the avoidance of doubt, and notwithstanding the generality of the Limitation of Liability under these Terms, You hereby agree that Ledger shall have no liability for any loss that incurs as a consequence of the risks highlighted in this section and/or Your failure to follow the recommendations herein.

9.6 External Resources. In the case You are provided with links to external resources while browsing or using TRADELINK, use them carefully as they are outside of our control. You acknowledge Ledger cannot be held responsible for any failures or damages caused by a third-party resource.

10. WARRANTY AND DISCLAIMER

10.1 No guarantees. Ledger will use a reasonable level of skill and care to ensure that TRADELINK can be accessed by You in accordance with this Agreement, but there are no guarantees that access and features will not be interrupted or that there will be no delays, failures, errors, omissions, corruption or loss of transmitted information. TRADELINK is provided “as is” without any warranty of any kind, either express or implied, and in particular without implied warranties of merchantability, reliability, and fitness for a particular purpose. In relation to TRADELINK, any applicable software (including the application programmable interface (API)) or services provided by a Third Party Service Provider, including through TRADELINK, Ledger and its Affiliates disclaim any warranties, conditions or undertakings, express or implied, statutory or otherwise, including, but not limited to, (i) warranties of title, no virus, damaging or disabling code, merchantability, fitness for a particular purpose or noninfringement, (ii) warranties that it will be uninterrupted, error-free, free of harmful components, or that any content, will be secure or not otherwise lost or damaged.

10.2 Liability for Third Party Service Providers & Third Party Services. You acknowledge, understand, and agree that:

      (i) Ledger or its Affiliates shall not be responsible for the quality or performance of services provided by Third Party Service Providers. You further acknowledge and agree that even if You access Third Party Services through TRADELINK, Your use of those Third Party Services will be subject to the additional terms and conditions of the applicable Third Party Service Provider(s). You agree to comply with all applicable Third Party Service Provider(s) terms and conditions when using Third Party Services through TRADELINK. Ledger is not a party to any agreement You may have with any Third Party Service Provider(s) and is not responsible for the products or services provided to You by any such Third Party Service Provider(s), even TRADELINK which is a technology managed by You or third parties. Ledger or its Affiliates are not responsible in any manner for the actions (or inactions) of any Third Party Service Provider and shall not be liable or responsible in any way for any adverse consequences (including but not limited to decrease in value, slashing, loss or theft of assets or lower than expected returns) experienced by You or by any third-party resulting from the use by You of Third Party Services, including TRADELINK; and

      (ii) Third Party Services may not work appropriately, and we may not be able to provide support for issues caused by Third Party Services as Ledger does not provide nor operate the Third Party Services. If You have questions or concerns about how a Third Party Service operates, or need support, unless otherwise stated by Ledger, please contact the relevant third party directly. Ledger is not responsible for the content, accuracy, security, availability, any performance, or failure to perform by any third party providing any Third Party Service, or any issue in relation with the use of such Third Party Service, that You choose to engage with. Ledger does not provide any guarantees that access to Third Party Services will not be interrupted or that there will be no delays, failures, errors, omissions, corruption or loss of transmitted information, data or funds, and Ledger shall not be liable for any such Third Party Services. You agree to use the Third Party Services at Your own risk. It is Your responsibility to review the third party’s terms and policies before using a Third Party Service. Third Party Services may not be available in all languages and may not be appropriate or available for use in any particular location. To the extent You choose to use such Third Party Services, You are solely responsible for compliance with any applicable laws in relation to such use. In addition, Ledger reserves the right to block access to these Third Party Services via TRADELINK, but not exclusively, in the event of non-compliance with the applicable regulations by a third party. We retain the exclusive right to suspend, remove, or cancel the availability of any such Third Party Service for any reason and without prior notice.

10.3 Responsibility for assets. You are solely responsible for safeguarding Your assets and Ledger has no duty to You or any user except as otherwise provided under this Agreement. Ledger will never take custody over any of Your assets.

11. LIMITATION OF LIABILITY

11.1 Nothing in these Terms limits Ledger’s nor any Ledger group company’s liability for (a) fraud, wilful misconduct, and if required by applicable law, gross negligence; (b) death or personal injury caused by its negligence; or (c) any liability that cannot be excluded by law.

11.2 To the fullest extent allowed by applicable law, You expressly understand and agree that in no event will Ledger or any Ledger group company, their affiliates, officers, representatives, directors, agents and employees be liable to You for or Your users or any third party for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, loss of income, data, profits, goodwill revenue or business interruption, fines, penalties, or any costs or expenses including the cost of substitute services or other economic or intangible loss, arising out of or in connection with third party services (including TRADELINK), or arising out of the use or inability to use TRADELINK, Third Party Services or third party resources, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not You or Ledger or any Ledger group company has been made aware of the possibility of such loss or damages, and even if a remedy fails of its essential purpose.

12. USE OF TRADELINK

12.1 You acknowledge that Ledger has no obligation to monitor any transactions and accept that You are responsible for ensuring the compliance of any transactions with applicable law. This applies notwithstanding any visibility Ledger may have in relation to those transactions, any monitoring that it undertakes for its own purposes, and any other steps it takes pursuant to its own legal obligations or internal policies and procedures.

12.2 In addition to the foregoing, subject to the express prior written consent of Ledger, You may also facilitate and manage access for other third parties for which You act as a “custodian” and You may authorize, under Your sole responsibility, a limited number of representatives from such third parties to act as operators for such access. This section does not create any rights for such third parties, or any obligation on Ledger to such third parties and You acknowledge that Ledger shall have no liability to such third party, however based or caused.

12.3 To the extent You facilitate and start managing access for other third parties for which You act as a “custodian”, it is Your sole responsibility to ensure, and You will procure, that such third parties will comply with substantial terms and conditions of this Agreement governing the use of TRADELINK, including with no limitation, TRADELINK Risk and Security Best Practices. You agree that Ledger does not owe a duty of care to such third parties, and You agree to include this in Your documentation with them.

12.4 To the extent permitted by applicable law, You shall defend, indemnify and hold harmless Ledger and any Ledger group company, their affiliates, directors, officers, representatives, employees, and agents from and against any and all losses, claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with (i) any breach by You of any of Your obligations under this Section 12; (ii) any claim by any third party for any losses or damage suffered by such third party arising out or incurred as a result of or in connection with its use, or inability to use, TRADELINK, or Your role as custodian for such third party, whatever the cause of such loss or damage, unless such third party losses or damages were caused exclusively by Ledger's gross negligence or willful misconduct; (iii) any breach of these Terms or Your unauthorized use of TRADELINK and any Third Party Services available through TRADELINK.

12.5 You shall not, and shall not permit others to:

      (i) make any portion of TRADELINK available for access by third parties, except as otherwise expressly authorized or provided under this Agreement;

      (ii) access or use TRADELINK for the purpose of developing competing products or services, and/or reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about TRADELINK or technologies, unless and then only to the extent expressly permitted by applicable law or applicable terms and conditions, without prior written consent from Ledger; and

      (iii) interfere with or disrupt the integrity, operation, or performance of TRADELINK.

12.6 You acknowledge and agree that your access to TRADELINK and any associated Confidential Information is granted solely for a specific and limited purpose. For the purposes of this section, Confidential Information refers to any information, whether provided through TRADELINK or related to its activities, including but not limited to financial, marketing, operational, or other non-public information that is not generally known or publicly available. Such information shall be considered confidential and treated as such, either by its nature or by explicit designation.

12.7 You shall not use TRADELINK or any portion thereof to engage into or support any illegal activity under applicable laws. You shall indemnify and hold harmless Ledger (to the extent permitted by applicable laws) against all losses and liabilities accruing to Ledger by reason of a breach by You of this Section 12.

13. TERM AND TERMINATION

The Agreement will continue to apply as long as You use TRADELINK. In its sole discretion, Ledger reserves the right to:

• suspend or terminate (or request applicable third parties to suspend or terminate) Your access to TRADELINK at any time, including in the event of Your actual or suspected unauthorized use of TRADELINK or non-compliance with the Agreement;
• suspend or terminate (or request applicable third parties to suspend or terminate) Your access to TRADELINK and/or Third Party Services, cancel the ability (or request applicable third parties to cancel the ability) to use the TRADELINK or any Third Party Services made available through TRADELINK if we notice any activity we believe fraudulent, improper, or unlawful or if we have reason to believe there has been a breach of these Terms;
• suspend or terminate (or request applicable third parties to suspend or terminate) Your access to TRADELINK to comply with applicable laws.

If You, Ledger or applicable third parties providing Third Party Services suspend or terminate Your access to, or use of, TRADELINK or any services provided by Third Party Services, subject to applicable laws and unless otherwise expressly stated in these Terms, You agree that Ledger shall have no liability or responsibility to You or other third parties.

Sections of the Agreement, that, either expressly or by nature, must remain in effect even after termination of the Agreement, shall survive termination.

14. GOVERNING LAW & JURISDICTION

14.1 Governing Law. These Terms will be governed by and interpreted in accordance with the governing laws set out in the table below and is based on the Ledger entity corresponding to Your region.

14.2 Jurisdiction. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved in the courts or arbitration method set out in the table below and is based on the Ledger entity corresponding to Your region.

14.3 Intellectual Property. Notwithstanding the foregoing, Ledger may at any time seek injunctive (or similar) remedies in any competent jurisdiction for claims regarding Ledger’s IP Rights.

14.4 WAIVER OF JURY TRIAL: EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENTS RELATED HERETO. EACH PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE ENTERED INTO THIS AGREEMENT AND ANY DOCUMENT OR AGREEMENTS RELATED HERETO, AS APPLICABLE, IN RELIANCE ON, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION.

15. GENERAL

15.1 Entire Agreement. This Agreement, unless You have a separate agreement with Ledger governing Your use of TRADELINK (in which case, those Terms will supplement this Agreement), contains all the terms and conditions agreed upon between You and Ledger. It supersedes any prior agreements related to the subject matter of this Agreement. In case of any conflict between these Terms and any other referenced document, these Terms shall prevail.

15.2 Severability and Waiver. In the event that any provision of these Terms is declared void or inapplicable, it shall be deemed to be replaced by a valid provision reflecting as closely as possible the objective pursued by the original provision. The other provisions shall not be affected and shall remain in full force and effect. The fact that Ledger does not exercise its rights arising from these Terms does not in any case constitute a waiver or loss of these rights.

15.3 Assignment. Ledger may assign the Agreement or any part of it, and Ledger may delegate any of its obligations under the Agreement. You may not assign the Agreement or any part of them, nor transfer or sublicense Your rights under the Agreement, to any third party.

15.4 Changes. We reserve the right to modify these Terms from time to time. We will make the updated Terms available here and update the “Last Updated” date at the end of the Terms accordingly. Please check the Terms periodically for changes. Any changes to the Terms will apply on the date that they are made. Your continued use of TRADELINK and/or Third Party Services made available through TRADELINK will constitute Your acceptance of the updated Terms, but You are free to decide whether or not to accept a revised version of these Terms. If You do not agree to any revised version of these Terms, You must discontinue Your use of TRADELINK and/or Third Party Services.

15.5 Third Party Rights. Unless otherwise specified, this Agreement does not give rise to any third parties to enforce any term of the Agreement.

15.6 Force Majeure. Ledger shall not be liable for non-performance or delays in performance that result from causes that are beyond its reasonable control and not attributable to its own acts or omissions, such as acts of God, fire, strikes, embargo, acts of terrorism, acts of government, insurrection or riots, aircraft impact, embargoes, storm, tempest, lightning, flood, drought, earthquake, health epidemics, general outbreak of debilitating disease requirements or regulations of any Authority (including, without limitation, sanctions, travel bans, lockdown measures, trade restrictions and embargoes) or any other similar causes beyond its reasonable control.

15.7 Language. These Terms may be translated and made available into different languages. Notwithstanding their translation, You agree that, in the event of a dispute arising out of or relating to these Terms, only the English version of the Terms shall be referred to and prevail.

Last Updated: 11 June 2024