1110 Brickell Avenue

Suite 430k-200

Miami, FL 33131

https://ledgerx.com

Appendix C

See attached Final version of the revised Participant Agreement.
June 2021

LedgerX Participant Agreement

I. Services.

LedgerX is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as the 

operator of a designated contract market (“DCM”), a swap execution facility (“SEF”) and a 

derivatives clearing organization (“DCO”). Participant wishes to receive access to certain services 

pursuant to this Agreement (“Services”). LedgerX is willing to provide such Services to 

Participant pursuant to the terms of this Agreement. Participant agrees to be bound by the terms 

of this Agreement, and the LedgerX Rulebook (defined below). LedgerX will provide Participant 

with access to a system or a platform for execution of Transactions as provided in the LedgerX 

Rulebook and as required by the U.S. Commodity Exchange Act, as amended (the “Act”).

II. Definitions.

Capitalized terms used but not defined herein have the respective meanings given to them in 

the LedgerX Rulebook. 

III. Participant Eligibility.

By executing this application and whenever using the Services, the undersigned hereby represents 

and warrants that Participant meets the eligibility requirements as set forth in Rule 3.2 of the 

LedgerX Rulebook, as amended from time to time, and if trading through the SEF is an Eligible 

Contract Participant (“ECP”). Further, each time such Participant or any of its Authorized 

Representatives enters an order, effects a transaction or otherwise uses the Services, Participant 

represents, warrants and reaffirms that Participant meets the eligibility requirements as set forth in 

Rule 3.2 of the LedgerX Rulebook, and if trading through the SEF is an ECP.

IV. Participant Obligations and Consent to Jurisdiction of LedgerX.

Participant shall pay the fees and charges for the Services as specified and revised from time to 

time on the LedgerX website ("Website"), located at www.ledgerx.com. The fees and charges for 

the Services are enumerated on the Website. LedgerX will notify Participant of any change to 

such fees and charges by means of a Website post, and any such changes will be effective 10 days 

after LedgerX posts such amended fees on the Website. Following the expiration of such 10-day 

period, the fees schedule on the Website will be deemed amended accordingly. Participant’s 

continued use of Services after the expiration of the 10-day period will constitute Participant’s 

agreement to pay the amended fees and charges for the Services.

Participant hereby acknowledges and agrees that it has received and read the rules and regulations 

established by LedgerX applicable to the Services contained in the LedgerX rules (as 

supplemented or amended from time to time, the "LedgerX Rulebook"). Further, Participant 

agrees to be and will be bound by, and will comply with, the LedgerX Rulebook as amended from 

time to time. In the event of any conflict between this Agreement and the LedgerX Rulebook, the 

Rulebook will govern. 
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Participant hereby consents to the jurisdiction of LedgerX. Upon the prior written request of 

LedgerX, Participant will promptly (but in any event, within five Business Days) provide to 

LedgerX such information about itself and its Authorized Representatives as LedgerX requests. 

Participant hereby agrees that it will only allow itself or its duly authorized employees and 

representatives, in each case previously identified to LedgerX, to access or use the Services. 

Participant agrees to accept full responsibility for any transactions effected on the Platform and for 

any use of the LedgerX DCM made by it or made pursuant to the login information of Participant 

or its Authorized Representatives. Participant will be financially responsible for such trades even 

if the orders received via the LedgerX DCM were (1) entered as a result of a failure in security 

controls and/or credit controls, other than due to the gross negligence of LedgerX, or (2) entered 

by an unknown or unauthorized user using the login credentials of Participant or its Authorized 

Representatives.

V. Participant’s Representations and Warranties.

Participant hereby represents, warrants and covenants to LedgerX, and each time such Participant 

or any of its Authorized Representatives enters an order, effects a transaction or otherwise uses the 

Services, that Participant will be deemed by such act to represent, warrant and covenant to 

LedgerX the following:

A. if such Participant is not a natural person, Participant is duly organized, validly existing and in 

good standing under the laws of its jurisdiction of organization and each other jurisdiction in which 

the nature or conduct of its business requires such qualification;

B. if such Participant is an individual, Participant is of the age of majority in the individual’s place of 

residence;

C. such Participant has all requisite legal authority and capacity to enter into this Agreement and to 

use the Services on its own behalf and to perform its obligations as a Participant;

D. such Participant will maintain during the term of this Agreement all required and necessary 

regulatory approvals and/or licenses to operate as a Participant;

E. such Participant and its Authorized Representatives are and will be in compliance with all material 

respects of the Act, CFTC Regulations and all other applicable laws, rules, regulations, judgments, 

orders and rulings of any governmental authority or self-regulatory organization, authority, 

agency, court or body, including the laws of any jurisdiction applicable to an Order or Transaction 

(collectively, “Applicable Law”) (including data protection and privacy laws and laws with respect 

to recording messages of Participant employees, including providing and obtaining required 

notices or consents); and

F. Participant is not statutorily disqualified from acting as a Participant and that there is, to the best 

of its knowledge, no pending or threatened action, suit or proceeding before or by any court or 

other governmental, regulatory or self-regulatory body, to which Participant is a party, that seeks 

to affect the enforceability of this Agreement or its ability to act as a Participant.

VI. Participant Acknowledgments.

Participant further acknowledges and agrees that:
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A. it is fully aware of the speculative nature and high risk associated with the Services referred to in 

this Agreement and of derivatives, futures, swaps, and options trading generally (including the 

risk that Participant or its Authorized Representatives may incur trading losses);

B. it is fully aware that if Participant transfers digital currency away from LedgerX, that transfer is 

immediately irreversible once effectuated, that Participant is solely responsible for designating the 

correct destination and maintaining the ability to access and control the transferred digital 

currency, and that LedgerX accepts no responsibility for Participant’s ability to access or control 

any digital currency transferred away from LedgerX by Participant;

C. it is fully aware of, acknowledges, and agrees to LedgerX’s Digital Currency Fork policy set forth 

in Rule 11.14 of the LedgerX Rulebook;

D. it will abide by and be subject to the LedgerX Rulebook, as now existing and as hereafter duly 

amended from time to time, including the obligation to submit to arbitration or the jurisdiction of 

the State or Federal courts located within the City of New York in accordance with Rules 10.1 -

10.5, 11.5 and 11.6 of the LedgerX Rulebook;

E. Participant agrees to be bound by, and comply with, this Agreement, and amendments to this 

Agreement, solely by Participant’s or its Authorized Representatives’ access or use of the Services;

F. notwithstanding the above, amendments to this Agreement are automatically effective unless, 

within ten days of the change, Participant: (1) ceases using the Services, (2) does not enter into 

any further trades of any kind on the Platform, and (3) gives notice to LedgerX to arrange for the 

closing of its Accounts;

G. this Agreement is enforceable against Participant, and against each of its Authorized 

Representatives directly, through the dispute resolution procedures in this Agreement and 

the LedgerX Rulebook;

H. its status as a Participant may be limited, conditioned, restricted or terminated by the Board in 

accordance with the LedgerX Rulebook;

I. it will provide such other information as may be reasonably requested by LedgerX from time to 

time as may be necessary or desirable to verify its qualifications as a Participant;

J. it authorizes LedgerX to verify, on an initial and a periodic basis, by investigation, the statements 

in the application materials provided to LedgerX, which may include a criminal background check, 

a review of Participant’s credit report, and such other action reasonably deemed necessary by 

LedgerX;

K. it authorizes any governmental, regulatory or self-regulatory body, futures exchange, swap 

execution facility, securities exchange, national securities association, national futures association, 

bank or other entity to furnish to LedgerX, upon its request, any information such entity may have 

concerning Participant, and Participant hereby releases such entity from any and all liability of 

whatsoever nature by reason of furnishing any such information to LedgerX;

L. it hereby authorizes LedgerX to make available to any governmental, regulatory or self- regulatory 

body, futures exchange, swap execution facility, securities exchange, national securities 

association, national futures association, bank or other entity (upon such entity’s showing of proper 

authority and need) any information LedgerX may have concerning Participant, and it hereby 

releases LedgerX from any and all liability of whatsoever nature by reason of furnishing any such 

information;

M. it will not fraudulently deposit funds into its Participant Account, Collateral Account, Cleared 

Swaps Customer Account, Proprietary Account or any other account associated with this 

Agreement or the use of LedgerX’s services (individually, an “Account” and collectively, the 

“Accounts”);
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N. it hereby authorizes LedgerX to deduct from its Accounts maintained on the books and records of 

LedgerX all fees or other charges accruing to Participant, including legal fees and costs;

O. it hereby authorizes LedgerX to cancel, reverse, close out or transfer Participant’s or its 

Authorized Representatives’ position or terminate its Accounts at LedgerX’s sole discretion, and 

without prior reference to the Participant or its Authorized Representatives, provided that the 

position is not sufficiently collateralized, as determined in the sole and absolute discretion of 

LedgerX; 

P. it will be responsible to LedgerX for payment of any deficiency remaining in Participant’s 

Account should an Account be liquidated or terminated;

Q. it will keep confidential all information related to the Settlement Bank, including but not limited 

to the name of such Settlement Bank, account numbers, and bank personnel, except as necessary 

to perform LedgerX-related transfers;

R. upon each transfer of Underlying to LedgerX, it will pledge to LedgerX a first-priority security 

interest in such Underlying, and it authorizes LedgerX to make transfers of such Underlying in 

accordance with the LedgerX Rulebook;

S. it hereby declares that the statements in this Agreement and in any application materials provided 

to LedgerX are true, complete and accurate, and that it will promptly notify LedgerX in writing if 

any representation, warranty or covenant made herein changes or ceases to be true; 

T. it will be solely responsible, at its own risk and expense, for (1) acquiring, installing and 

maintaining all equipment, hardware and software (other than any applications, algorithms, 

software, interfaces or code that LedgerX may provide to such Participant pursuant to the terms of 

this Agreement for purposes of accessing and utilizing the Platform (collectively, “Trading Tools”) 

and the Platform), internet access, telecommunications, and network systems necessary and 

compatible for it to access and use the Platform and Trading Tools and (2) ensuring that any 

systems, facilities, servers, routers, and other equipment and software it uses to access and use the 

Platform and Trading Tools are at all times protected by, and at all times comply with, all 

applicable information security and firewall precautions, at a level of security not less than that 

prevailing in the industry;

U. LedgerX cannot guarantee electronic access to the Platform if Participant’s internet service is down 

or disconnected, and that LedgerX is not responsible for any losses due to Participant’s inability 

to connect to the Platform when Participant’s internet service is down or disconnected;

V. it will comply with any security polices applicable to Participant set forth on the Website; 

W. it consents to the electronic delivery of all tax forms, including, without limitation, IRS Form 1099-

B, or such other tax forms as LedgerX may determine are required; and

X. it is obligated to update any and all information contained in any part of this Agreement for so 

long as Participant receives access to Services pursuant to this Agreement.

VII. Third-Party Exchange Participants: Representations, Warranties and Acknowledgments.

Participants and their Authorized Representatives who trade through third-party exchanges and 

clear those trades through LedgerX (hereinafter collectively, “Third-Party Exchange 

Participants”), hereby agree to be bound, and to comply with, all provisions in this Agreement to 

the same extent as other Participants and Authorized Representatives. Third-Party Exchange 

Participants and their Authorized Representatives hereby affirm all representations, warranties, 

covenants and acknowledgments in this Agreement, including but not limited to the 

acknowledgment that this Agreement is enforceable by LedgerX against Third-Party Exchange 
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June 2021

Participants and their Authorized Representatives directly, through the dispute resolution 

procedures in this Agreement and the LedgerX Rulebook. Additionally, each Third-Party 

Exchange Participant and each of their Authorized Representatives agrees to be bound by and to 

comply with the LedgerX Rulebook.

LedgerX may seek any legal, regulatory or similar claims against a Third-Party Exchange 

Participant and each of its Authorized Representatives in the same manner it would pursue such 

an action against other Participants and their Authorized Representatives. For the avoidance of 

doubt, unless expressly stated herein, nothing in this Agreement shall prevent LedgerX or its 

agents from pursuing any claims, liabilities and expenses arising from the conduct of a Third-Party 

Exchange Participant or its Authorized Representatives (including attorneys’ fees, out of pocket 

expenses, costs and disbursements). For purposes of this Agreement, each Third-Party Exchange 

Participant shall be deemed to be a “Participant,” unless otherwise noted herein, and all terms of 

this Agreement pertaining to Participants also pertain equally to Third-Party Exchange 

Participants. All terms of this Agreement pertaining to Authorized Representatives also pertain 

equally to any agent or representative of a Third-Party Exchange Participant.

VIII. Indemnity.

Participant hereby agrees to indemnify and hold harmless LedgerX and its directors, officers, 

employees, members, affiliates and agents (each, a “Related Party”) from and against all expenses 

and costs and damages (including any legal fees and customary expenses), directly and actually 

incurred by LedgerX (including consequential damages awarded to the third party) as a result of 

third-party claims resulting from, in connection with, or arising out of Participant’s use of the 

Services or activities of Participant or arising out of or relating to this Agreement, including any 

failure by Participant, for any reason, fraudulent, negligent, or otherwise, to comply with its 

obligations and requirements set forth in this Agreement, or any failure of Participant to comply 

with the agreements, representations or covenants contained in this Agreement. 

Within 10 Business Days after LedgerX receives written notice of a claim that LedgerX reasonably 

believes falls within the scope of this paragraph, LedgerX will provide Participant with written 

notice of that claim, provided, however, that failure to provide such notice will not relieve 

Participant of its indemnity obligations hereunder except to the extent Participant is materially 

prejudiced thereby and Participant will not be responsible for those expenses, costs and damages 

that LedgerX incurs solely as a result of any such delay. Participant’s indemnity obligation will 

not apply to the extent there has been a final determination (including exhaustion of any appeals) 

by a court or arbitrator of competent jurisdiction that the expense, cost or damage arose from 

LedgerX’s gross negligence, fraud or willful misconduct.

IX. Limited Warranty and Limitation of Liability.

The LedgerX rules concerning liability and warranties (including without limitation Rule 11.7 of 

the LedgerX Rulebook, and any successor Rules thereto) are incorporated herein by reference and 

apply with the same force and effect as if they were reproduced in their entirety in this Agreement. 

Those LedgerX rules set out the entire liability of LedgerX to Participant. All other liability of 
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LedgerX under or in connection with this Agreement is excluded, except to the extent that it is not 

permitted to be excluded by Applicable Law.

X. Data Use Consent.

Participant hereby grants LedgerX a worldwide, perpetual, irrevocable, royalty-free, full 

sublicensable and freely assignable license to store, use, copy, display, disseminate and create 

derivative works from: (1) the price and quantity data for each Transaction entered into by 

Participant that is executed via the Services and (2) each bid, offer and/or Order provided via the 

Services by Participant. Participant acknowledges and agrees that LedgerX may use such 

information for business, marketing and other purposes.

XI. Market Information; No Warranty.

LedgerX may make available to Participant a broad range of financial information that LedgerX 

obtains from third-party service providers, including financial market data, spot market data, 

quotes, news, analyst opinions, links to other third-party sites and research reports (hereinafter, 

“Market Information”). LedgerX does not endorse or approve Market Information, and we make 

it available to Participant and its Authorized Representatives only as a service and convenience. 

LedgerX and its third-party service providers do not (1) guarantee the accuracy, timeliness, 

completeness or correct sequencing of Market Information, or (2) warrant any results from the use 

or reliance on Market Information. LedgerX expressly disclaims and makes no warranty of 

merchantability, fitness for a particular purpose or use, or non-infringement. There is no other 

warranty of any kind, express or implied, regarding the Market Information.

Market Information may quickly become unreliable for various reasons including, for example, 

changes in market conditions or economic circumstances. Neither LedgerX nor the third-party 

service providers are obligated to update any information or opinions contained in any Market 

Information, and LedgerX may discontinue offering Market Information at any time without 

notice. Participant and its Authorized Representatives agree that neither LedgerX nor the thirdparty service providers will be liable in any way for the termination, interruption, delay or 

inaccuracy of any Market Information. Participant and its Authorized Representatives agree not 

to redistribute or facilitate the redistribution of Market Information, and agree not to provide access 

to Market Information to anyone who is not authorized by LedgerX to receive Market Information.

XII. No Investment Advice or Recommendations.

Participant hereby acknowledges and agrees that LedgerX provides no legal, tax, investment, 

financial or other advice, and nothing contained in the Services constitutes a solicitation, 

recommendation, endorsement or offer by LedgerX to buy or sell any commodity derivative, 

future, option or swap. Participant assumes the sole responsibility of evaluating the merits and 

risks associated with the use of the Services before making any investment decisions, and 

Participant agrees not to hold LedgerX liable for any possible claim for damages arising from any 
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decision made based on the Services, information or Market Information made available to 

Participant or its Authorized Representatives by or through LedgerX.

XIII. Netting Program.

Participant hereby acknowledges that LedgerX provides a netting program (the “Netting 

Program”) as described on the Website, which is made a part of, and incorporated by reference 

into, this Agreement. Participant hereby chooses to opt in or opt out of such Netting Program as 

elected on the signature page hereto.

XIV. Amendments to the Agreement.

LedgerX may modify any of the terms and conditions that are set forth in this Agreement by 

providing not less than ten days prior written notice to Participant. Participant acknowledges and 

agrees that such notice is sufficient if posted to the LedgerX website as a regulatory notice under 

“Regulatory Notices” and that no other or additional form of notice, actual or constructive, is 

required. If Participant does not consent to the modification, Participant may terminate this 

Agreement by sending a written notice of termination of its Accounts to LedgerX at 

gc@ledgerx.com within ten days of receiving notification of the modification from LedgerX. Any 

such termination will be effective as of the date on which the modification would have taken effect. 

In the event a Participant does not consent to the modification of this Agreement, and objects to 

the modification in a timely fashion as set forth above, then Participant (1) agrees to stop using the 

Services immediately, (2) agrees that neither it nor its Authorized Representatives will enter into 

any further trades of any kind on LedgerX, (3) grants LedgerX the authority to close any open 

positions immediately, and (4) agrees it will be responsible to LedgerX for payment of any 

deficiency remaining in Participant’s Accounts after the closing of such positions. 

XV. Termination.

Subject to Applicable Law and the LedgerX Rulebook, LedgerX or Participant may terminate this 

Agreement by giving the other prior written notice. Termination of this Agreement will not affect 

liability accrued as of termination. Sections V through XII, XIV, XVIII, and XXI will survive 

termination of this Agreement and continue in full force and effect.

In the event Participant elects to terminate this Agreement, then Participant (1) agrees to stop using 

the Services immediately, (2) agrees that neither it nor its Authorized Representatives will enter 

into any further trades of any kind on LedgerX, (3) grants LedgerX the authority to close any open 

positions immediately, and (4) agrees it will be responsible to LedgerX for payment of any 

deficiency remaining in Participant’s Account after the closing of such positions.

XVI. Complete Agreement.

This Agreement constitutes the entire contract between the parties relative to the subject matter 

hereof. Any other previous agreement among the parties with respect to the subject matter hereof 

is superseded by this Agreement. Nothing in this Agreement, expressed or implied, is intended to 

confer upon any person (other than the parties hereto, their respective successors and assigns 
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permitted hereunder) any rights, remedies, obligations or liabilities under or by reason of this 

Agreement.

XVII. Severability.

In the event that any one or more of the provisions contained in this Agreement should be held 

invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the 

remaining provisions contained herein and therein shall not in any way be affected or impaired 

thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction 

shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties 

shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions 

with valid provisions the economic effect of which comes as close as possible to that of the invalid, 

illegal or unenforceable provisions.

XVIII. Counterparts.

This Agreement may be executed in counterparts (and by different parties hereto on different 

counterparts), each of which shall constitute an original but all of which when taken together shall 

constitute a single contract. 

Each party agrees that electronic signatures of the parties included in this Agreement are intended 

to authenticate this writing and to have the same force and effect as manual signatures. Electronic 

signature means any electronic sound, symbol or process attached to or logically associated with 

a record and executed and adopted by a party with the intent to sign such record pursuant to the 

New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309) as amended from 

time to time. Delivery of an electronic signature to this Agreement shall be as effective as delivery 

of an original signed counterpart of this Agreement.

XIX. Assignment.

Participant may not assign this Agreement, in whole or in part, without the prior written consent 

of LedgerX.

XX. USA PATRIOT Act Notice.

LedgerX hereby notifies Participant that pursuant to the requirements of the USA PATRIOT Act, 

it is required to obtain, verify and record information that identifies Participant, which information 

includes the name and address of Participant and other information that will allow LedgerX to 

identify Participant in accordance with the USA PATRIOT Act.

XXI. Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the State of 

New York. Any dispute between LedgerX and Participant or its Authorized Representatives 

arising from or in connection with this Agreement will be settled through arbitration or the State 
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or Federal courts located within the City of New York in accordance with Rules 10.1 - 10.5, 11.5 

and 11.6 of the LedgerX Rulebook. 

XXII. Click “I agree” for Your Signature.

As noted above in Section XVIII, Participant will be signing this Agreement with a valid and 

binding electronic signature by clicking “I agree,” and Participant acknowledges that it has read 

and understood this Agreement’s terms and conditions.

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