1110 Brickell Avenue

Suite 430k-200

Miami, FL 33131

www.ledgerx.com

May 28, 2021

VIA COMMISSION PORTAL

Christopher J. Kirkpatrick

Secretary, Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, N.W.

Washington, D.C. 20581

Re: Commission Regulation 40.6(a) – Participant Agreement Rule Certification

LedgerX LLC Submission No. 21-11

Dear Mr. Kirkpatrick:

LedgerX LLC (“LedgerX”) hereby notifies the Commodity Futures Trading Commission 

(the “Commission”), pursuant to Section 5c(c) of the Commodity Exchange Act (the “CEA”) and 

Commission Regulation 40.6(a), that it is certifying the attached amendments to its Participant 

Agreement, which incorporate contractual acceptance of the LedgerX Rulebook. The attached 

amendments will become effective on June 14, 2021. 

A concise explanation and analysis of the changes and amendments, and their compliance 

with applicable provisions of the CEA, including the Designated Contract Market (“DCM”), Swap 

Execution Facility (“SEF”) and Derivatives Clearing Organization (“DCO”) core principles 

(collectively, the “Core Principles”) and Commission Regulations is attached hereto as 

Appendix A and incorporated herein by this reference. The following is a summary of those 

changes and amendments to the Participant Agreement:

1. Diction and Formatting Changes: Various edits specified in Appendix A

enhance the Participant Agreement’s internal consistency and readability, but do 

not implicate core principles.

2. Clarifying Existing Provisions: The updated Participant Agreement clearly 

highlights the following:

a. Fees and charges can be revised, consistent with DCM Core Principle 7, 

SEF Core Principle 2, and DCO Core Principle L;

b. Participants must provide LedgerX with information about themselves and 

their authorized representatives, consistent with DCM Core Principle 2, 

SEF Core Principle 2, and DCO Core Principle H;

c. Fees and charges owed by a Participant, including legal fees and costs, can 

be deducted from a Participant Account, consistent with DCM Core 

Principle 14 and SEF Core Principle 2;

d. The Participant Agreement will be construed in accordance with the laws 

of New York, consistent with DCM Core Principle 14 and SEF Core 

Principle 2;

e. The dispute resolution process is also binding on Authorized 
1110 Brickell Avenue

Suite 430k-200

Miami, FL 33131

www.ledgerx.com

2

Representatives of a Participant, consistent with DCM Core Principle 14 

and SEF Core Principle 2; and

f. Disputes will be settled through arbitration or courts located in New York, 

consistent with DCM Core Principle 14 and SEF Core Principle 2.

3. Refined Provisions to Account for DCM Trading: The updated Participant 

Agreement clarifies that a Participant must be an eligible contract participant 

(“ECP”) to trade through the SEF, but imposes no such requirement on DCM 

participants, since that is not required. This is consistent with SEF Core 

Principle 2, DCM Core Principle 7 and DCO Core Principle C.

4. Adding Redundant Provisions for Emphasis: The updated Participant 

Agreement adds multiple provisions emphasizing that the Participant is bound by 

the Agreement and the LedgerX Rulebook. This is consistent with DCM Core 

Principles 2 and 14, SEF Core Principle 2, and DCO Core Principle H.

5. Adding Provisions Regarding Use of Services: The revisions emphasize 

Participant’s agreement to be bound by the Participant Agreement, including future 

Amendments to the agreement by using the services, and includes representations 

that the Participant meets the eligibility requirements in LedgerX Rule 3.2. These 

provisions are consistent with DCM Core Principle 2, SEF Core Principle 2, and 

DCO Core Principle H.

6. Adding Provisions Regarding Financial Obligations: These revisions address 

the Participant’s financial responsibility for transactions and digital currency 

transfers, agreement not to deposit funds fraudulently, acknowledgment that 

LedgerX will take action if the Participant’s account positions become 

insufficiently collateralized, and the Participant is responsible to pay for account 

deficiencies. These provisions are consistent with DCM Core Principles 2, 6, 11, 

and 12, SEF Core Principles 2, 7, and 8, and DCO Core Principles D and H.

7. Adding Provisions Regarding Changes to the Participant Agreement: Future 

changes to the updated participant agreement are described, including a description 

of the notice process, how a Participant can opt out, the process for terminating the 

agreement, and the portions of the Participant Agreement that will survive 

termination. These are consistent with DCM Core Principle 2, SEF Core 

Principle 2, and DCO Core Principle H.

8. Adding Provisions Regarding Third-Party Exchange Participants: the updated 

Participant Agreement emphasizes that clearing Participants trading at Third-Party 

exchanges are nonetheless bound by the Participant Agreement, the LedgerX 

Rulebook, and the dispute resolution procedures in the LedgerX Rulebook. These 

changes are consistent with DCM Core Principles 2 and 14, SEF Core 

Principle 2, and DCO Core Principle H.

9. Adding Provisions Regarding Disclaimers: the updated Participant Agreement 
1110 Brickell Avenue

Suite 430k-200

Miami, FL 33131

www.ledgerx.com

3

incorporates LedgerX Rules regarding liability and warranties, disclaims financial 

information provided by third-party service providers, and expressly disclaims 

providing any investment advice or recommendations. These changes are 

consistent with DCM Core Principle 1 and SEF Core Principle 1, which grant 

LedgerX reasonable discretion in establishing its rules.

10. Adding Provisions Regarding Electronic Signatures: The updated Participant 

Agreement expressly referencesthe use of electronic signatures, which is consistent 

with applicable law, and enables LedgerX to establish, monitor and enforce 

compliance with its rules in accordance with DCM Core Principle 2, SEF Core 

Principle 2, and DCO Core Principle H.

11. Miscellaneous Additions: The updated Participant agreement also includes:

a. A requirement that a Participant maintain any necessary regulatory 

approvals and licenses, consistent with DCM Core Principle 2, SEF Core 

Principle 2, and DCO Core Principle H;

b. Acknowledgment of Participant’s awareness of the high risks associated 

with derivatives trading, consistent with DCM Core Principle 2, SEF Core 

Principle 2, and DCO Core Principle H;

c. Disclaimer of liability if Participant’s internet service is unavailable, 

consistent with DCM Core Principle 1 and SEF Core Principle 1; and

d. Participant’s consent to electronic delivery of tax forms, consistent with 

DCM Core Principle 1 and SEF Core Principle 1.

The changes and amendments to the Participant Agreement are reflected in a redlined copy 

designated as Appendix B. The final version of the revised Participant Agreement is attached at 

Appendix C.

LedgerX certifies that the changes and amendments comply with the CEA and Commission

Regulations thereunder. LedgerX additionally certifies that it has concurrently posted a copy of 

this submission letter and the attachments hereto on LedgerX’s website at https://ledgerx.com/. 

LedgerX is not aware of any or substantive opposing views to the changes and amendments.

Please contact the undersigned at gc@ledgerx.com if you have any questions or you would 

otherwise like to discuss this further.

Sincerely,

Brian G. Mulherin

General Counsel, LedgerX LLC
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

Appendix A

Below is a description of revisions to the LedgerX Participant Agreement. This chart is intended to ease Participants’ review of 

the changes made to the Participant Agreement. Since the changes may impact LedgerX’s operations as a DCM, SEF and DCO, we are

explaining how the changes are consistent with the Core Principles. When appropriate, a concise summary of how the changes may 

impact LedgerX’s business operations has also been included in the chart. 

Unless otherwise indicated herein, all section references in the chart refer to the revised Participant Agreement. To further 

enhance the Participants’ review, the chart is organized into sub-categories to group together similar updates. In addition, references are 

made to existing provisions in LedgerX’s Rulebook. 

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

DICTION / FORMATTING CHANGES

1. The title of the Agreement has been 

changed from “Participant Agreement” to 

“LedgerX Participant Agreement.”

This change does not directly implicate the Core Principles. The change is not expected to 

materially impact LedgerX’s business operations and is intended to enhance readability for 

the Participants.

2. A reference to LedgerX’s operation as a 

DCM has been added to Section I, Services.

This change does not directly implicate the Core Principles. The change is not expected to 

materially impact LedgerX’s business operations and is intended to highlight LedgerX’s 

role as a DCM for Participants.

3. Various diction and consistency changes 

improve clarity, such as: (a) references to

“the Participant” changed to “Participant”; 

(b) references to “applicant” changed to 

“Participant”; (c) references to “Authorized 

Users” changed to Authorized Participants, 

as defined in the LedgerX Rulebook, 

including Authorized Users; (d) certain 

instances of “it” have been replaced with 

“Participant”; (e) reference to “state” 

changed to “place” in Section V, Item B; 

(f) added “bank” to the list of entities in 

Section VI, Item K to match the list of 

entities in Section VI, Item L; (g) reference 

to “Paragraphs” changed to “Sections” in 

Section XV, Termination.

These changes do not directly implicate the Core Principles. The changes are not expected 

to materially impact LedgerX’s business operations and are intended to enhance readability 

for Participants.
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

4. Various formatting changes throughout the 

Participant Agreement to improve clarity:

a. Changed bullet points to an 

alphabetical list.

b. Added “and” to the end of the 

penultimate list items.

c. Moved the explanation of 

capitalized terms under the previous 

Services section to its own section, 

Section II, Definitions.

d. Moved Participant’s warranty that 

Participant meets the eligibility 

requirements set forth in Rule 3.2 of 

the LedgerX Rulebook under the 

previous Governing Law section to 

its own section, Section III, 

Participant Eligibility.

e. Moved (and rephrased) the bulleted 

provision regarding Participant’s 

obligation to update information 

under the previous Governing Law 

section to Section VI, Item X.

These changes do not directly implicate the Core Principles. The changes are not expected 

to materially impact LedgerX’s business operations and are intended to enhance readability 

for Participants.

5. Certain redundant provisions were removed:

a. The provision regarding 

Participant’s representation that the 

information and statements 

contained in the Participant 

Agreement are true, complete and 

accurate under the previous 

Governing Law section was 

removed because a similar provision 

existed under the previous Section V, 

Participant Acknowledgments (now 

Section VI, Item S).

b. The bulleted provision regarding 

These changes do not directly implicate the Core Principles. The changes are not expected 

to materially impact LedgerX’s business operations and are intended to enhance readability 

for Participants.
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

Participant’s agreement to abide by 

the Rulebook under the previous 

Governing Law section was 

removed because a similar provision 

existed under the previous Section 

II, Participant Obligations and 

Consent to Jurisdiction of LedgerX

(now Section IV).

c. The bulleted provision regarding 

Participant’s authorization to allow 

certain organizations to furnish 

information to LedgerX under the 

previous Governing Law section 

was removed because a similar 

provision existed under the previous 

Section V, Participant 

Acknowledgments (now Section VI, 

Item K).

d. The bulleted provision regarding 

Participant’s authorization to allow 

certain organizations to receive 

information from LedgerX under the 

previous Governing Law section 

was removed because a similar 

provision existed under the previous 

Section V, Participant 

Acknowledgments (now Section VI, 

Item L).

CLARIFYING EXISTING PROVISIONS

6. Clarified that fees and charges can be 

revised in Section IV, Participant 

Obligations and Consent to Jurisdiction of 

LedgerX.

This is consistent with DCM Core Principle 7 requiring LedgerX to make available to 

market participants accurate information concerning the execution of transactions. See CEA 

§ 5(d)(7); see also 17 C.F.R. §§ 38.400-401.
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

This is also consistent with SEF Core Principle 2 requiring LedgerX to establish, monitor, 

and enforce compliance with its rules. See CEA §5h(f)(2); see also 17 C.F.R. § 37.202. 

This is also consistent with DCO Core Principle L requiring LedgerX to provide market 

participants sufficient information for them to identify and evaluate accurately the costs 

associated with using the services of the DCO. See CEA § 5b(c)(2)(L)(i), (iii)(II); see also 

17 CFR § 39.21(a), (c)(2).

Furthermore, this change is consistent with existing Rule 3.6 - Dues, Fees and Expenses 

Payable by Participants in LedgerX’s Rulebook. Accordingly, the change is not expected to 

materially impact LedgerX’s business operations and is intended to enhance potential 

Participants understanding of LedgerX’s business and fee structure.

7. Defined “www.ledgerx.com” as the 

LedgerX website in Section IV, Participant 

Obligations and Consent to Jurisdiction of 

LedgerX.

This change does not directly implicate the Core Principles. The change is not expected to 

materially impact LedgerX’s business operations and is intended to enhance readability for 

the Participants.

8. Clarified that Participants must also provide 

to LedgerX information about itself, in 

addition to its Authorized Representatives, 

if requested in Section IV, Participant 

Obligations and Consent to Jurisdiction of 

LedgerX.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with the 

rules of the DCO. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

Furthermore, this change is consistent with existing Rule 2.15 - Information Sharing 

Arrangements in LedgerX’s Rulebook. Accordingly, the change is not expected to 

materially impact LedgerX’s business operations and is intended to enhance potential 

Participants understanding of LedgerX’s business and requirement to share certain 

information with LedgerX.

9. Clarified that fees and charges owed by a 

Participant, including legal fees and costs,

can be deducted from a Participant’s 

Accounts in Section VI, Item N.

This is consistent with DCM Core Principle 14 requiring LedgerX to establish and enforce 

rules regarding dispute resolution. See CEA § 5(d)(14); see also 17 C.F.R. § 38.750.

This is also consistent with SEF Core Principle 2 requiring LedgerX to establish, monitor, 

and enforce compliance with its rules. See CEA §5h(f)(2).
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

Furthermore, this change is consistent with existing Rule 3.6(D) - Dues, Fees and Expenses 

Payable by Participants in LedgerX’s Rulebook. Accordingly, the change is not expected to 

materially impact LedgerX’s business operations and is intended to enhance potential 

Participants understanding of LedgerX’s business.

10. Replaced the reference to a “Participant 

Security Policy” with the general term “any 

security policies” in Section VI, Item T as 

LedgerX currently does not, and may not, 

have a specific Participant Security Policy.

This change does not directly implicate the Core Principles. The change is not expected to 

materially impact LedgerX’s business operations and is intended to enhance readability for 

the Participants.

11. Clarified that the Participant Agreement 

will also be construed in accordance with 

the laws of New York in Section XXI, 

Governing Law.

This is consistent with DCM Core Principle 14 requiring LedgerX to establish and enforce 

rules regarding dispute resolution. See CEA § 5(d)(14); see also 17 C.F.R. § 38.750.

This is also consistent with SEF Core Principle 2 requiring LedgerX to establish, monitor, 

and enforce compliance with its rules. See CEA §5h(f)(2). 

Furthermore, this change is consistent with existing Rule 11.5 -Governing Law in 

LedgerX’s Rulebook. Accordingly, the change is not expected to materially impact 

LedgerX’s business operations and is intended to enhance potential Participants 

understanding of LedgerX’s business.

12. Clarified that dispute resolution processes in 

the Participant Agreement and the LedgerX 

Rulebook are binding on Authorized 

Representatives in Section XXI, Governing 

Law.

This is consistent with DCM Core Principle 14 requiring LedgerX to establish and enforce 

rules regarding dispute resolution. See CEA § 5(d)(14); see also 17 C.F.R. § 38.750.

This is also consistent with SEF Core Principle 2 requiring LedgerX to establish, monitor, 

and enforce compliance with its rules. See CEA §5h(f)(2). 

Furthermore, this change is consistent with existing Rule 11.6 - Legal Proceeding in 

LedgerX’s Rulebook. Accordingly, the change is not expected to materially impact 

LedgerX’s business operations and is intended to enhance potential Participants 

understanding of LedgerX’s business.

13. Clarified that the dispute resolution 

procedures in the LedgerX Rulebook stated 

that disputes will be settled through 

arbitration or courts located in the city of 

New York in Section XXI, Governing Law.

This is consistent with DCM Core Principle 14 requiring LedgerX to establish and enforce 

rules regarding dispute resolutions. See CEA § 5(d)(14); see also 17 C.F.R. § 38.750.

This is also consistent with SEF Core Principle 2 requiring LedgerX to establish, monitor, 

and enforce compliance with its rules. See CEA §5h(f)(2). 
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

Furthermore, this change is consistent with existing Rule 11.5 -Governing Law in 

LedgerX’s Rulebook. Accordingly, the change is not expected to materially impact 

LedgerX’s business operations and is intended to enhance potential Participants 

understanding of LedgerX’s business.

REFINED PROVISIONS TO ACCOUNT FOR DCM TRADING

14. Refined references to the requirement that a

Participants be an eligible contract 

participants (“ECPs”) to reference trading 

through the Swap Execution Facility 

(“SEF”), since DCM participants are not so 

required.

a. The ECP representation is included 

in Section III, Participant Eligibility, 

with respect to SEF trading.

b. The previous Section IV, Eligible 

Contract Participant Status was 

removed in its entirety.

c. The representation of ECP statin in 

Previous Section XV, Governing 

Law was removed.

This is consistent with SEF Core Principle 2 requiring LedgerX to establish, monitor, and 

enforce compliance with its rules. See CEA §5h(f)(2); see also 17 C.F.R. § 37.202.

This is consistent with DCM Core Principle 7 requiring LedgerX to make available to 

market participants accurate information concerning the execution of transactions. See CEA 

§ 5(d)(7), 7 U.S.C. § 7(d)(7); see also 17 C.F.R. §§ 38.400-401.

This is also consistent with DCO Core Principle C requiring LedgerX to establish 

appropriate admission and continuing eligibility standards for participants. See CEA § 

5b(c)(2)(C)(i)(I); see also 17 CFR § 39.12.

Furthermore, this change is consistent with the definition of “Participant” in existing Rule 

1.1 - Definitions in LedgerX’s Rulebook. Accordingly, the change is not expected to 

materially impact LedgerX’s business operations and is intended to enhance potential 

Participants understanding of LedgerX’s business.

ADDING REDUNDANT PROVISIONS FOR EMPHASIS

15. Added multiple provisions throughout the 

Participant Agreement to emphasize that 

Participant agrees to be bound by the 

Agreement:

a. Provision added in Section I, 

Services.

b. Provision added in Section VI, Item 

E.

c. Provision added in Section VI, Item 

G, with language emphasizing that 

LedgerX can enforce the Participant 

Agreement directly.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with the 

rules of the DCO. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

16. Added multiple provisions throughout the 

Participant Agreement to emphasize that 

Participant agrees to be bound by the 

LedgerX Rulebook:

a. Provision added to Section I, 

Services.

b. Provision added to Section VI, Item 

C, with language emphasizing the 

Digital Currency Fork policy in the 

LedgerX Rulebook.

c. Provision added to Section VI, Item 

D, with language emphasizing the 

conflict resolution provisions of the 

LedgerX Rulebook.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is consistent with DCM Core Principle 14 requiring LedgerX to establish and enforce 

rules regarding dispute resolution. See CEA § 5(d)(14); see also 17 C.F.R. § 38.750.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with the 

rules of the DCO. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

ADDING PROVISIONS REGARDING USE OF SERVICES

17. Added multiple provisions throughout the 

Participant Agreement where Participant 

agrees to be bound by the Participant 

Agreement by accessing and using the 

services provided by LedgerX:

a. Provision added to Section VI, Item 

E.

T This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with the 

rules of the DCO. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

18. Added multiple provisions throughout the 

Participant Agreement where Participant 

agrees to be bound by any amendments to 

the Participant Agreement by continuing to 

access and use the services provided by 

LedgerX:

a. Provision added to Section IV, 

Participant Obligations and Consent 

to Jurisdiction of LedgerX, with 

language regarding amended fees 

and charges.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with the 

rules of the DCO. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

b. Provision added to Section VI, Item 

E.

19. Added provisions in Section III, Participant 

Eligibility where Participant represents that 

Participant meets the eligibility 

requirements in Rule 3.2 of the LedgerX 

Rulebook whenever Participant or one of its 

Authorized Representatives use of the 

services provided by LedgerX.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with the 

rules of the DCO. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

ADDING PROVISIONS REGARDING FINANCIAL OBLIGATIONS

20. Added a provision to Section IV, 

Participant Obligations and Consent to 

Jurisdiction of LedgerX regarding 

Participant’s financial responsibility for 

transactions entered as a result of a failure 

in security or credit controls or entered by 

an unauthorized user.

This is consistent with DCM Core Principle 11 requiring LedgerX to establish and enforce 

rules and procedures for ensuring the financial integrity of transactions. See CEA § 

5(d)(11); see also 17 C.F.R. § 38.600.

This is also consistent with SEF Core Principle 7 requiring LedgerX to establish and 

enforce rules and procedures for ensuring the financial integrity of swaps. See CEA § 

5h(f)(7); see also 17 CFR § 37.700.

This is also consistent with DCO Core Principle D requiring LedgerX to limit its exposure 

to potential losses from defaults by members and participants. See CEA §5b(c)(2)(D)(iii); 

see also 17 CFR § 39.13(f).

21. Added a provision to Section VI, Item B 

regarding Participant’s responsibilities 

when transferring digital currency.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is consistent with DCM Core Principle 12 requiring LedgerX to establish and enforce 

rules to protect markets and market participants from abusive practices, including 

fraudulent actions. See CEA § 5(d)(12); see also 17 C.F.R. §§ 38.650-51.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with its

rules. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

22. Provision added to Section VI, Item M

regarding Participant’s acknowledge that it 

will not fraudulently deposit funds.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is consistent with DCM Core Principle 12 requiring LedgerX to establish and enforce 

rules to protect markets and market participants from abusive practices, including 

fraudulent actions. See CEA § 5(d)(12); see also 17 C.F.R. §§ 38.650-51.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with its

rules. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

Furthermore, this change is consistent with existing Rule 8.3 - Prohibited Trading Activity; 

Prohibitions on Fictitious Transactions, Fraudulent Activity and Manipulation in 

LedgerX’s Rulebook. Accordingly, the change is not expected to materially impact 

LedgerX’s business operations and is intended to enhance Participants understanding of 

their obligations.

23. Added a provision to Section VI, Item O

regarding LedgerX’s ability to close out or 

transfer positions or terminate accounts 

when a position is not sufficiently 

collateralized.

This is consistent with DCM Core Principle 6 requiring LedgerX to adopt rules to provide 

for the exercise of emergency authority to liquidate or transfer open positions. See CEA § 

5(d)(6)(A); see also 17 C.F.R. § 38.350.

This is consistent with DCM Core Principle 11 requiring LedgerX to establish and enforce 

rules and procedures for ensuring the financial integrity of transactions, including 

appropriate minimum financial standards. See CEA § 5(d)(11); see also 17 C.F.R. §§ 

38.600, 602, 604.

This is also consistent with SEF Core Principle 7 requiring LedgerX to establish and 

enforce rules and procedures for ensuring the financial integrity of swaps. See CEA § 

5h(f)(7); see also 17 CFR § 37.700.

This is also consistent with SEF Core Principle 8 requiring LedgerX to adopt rules to 

provide for the exercise of emergency authority to liquidate or transfer open positions in a 

swap. See CEA § 5h(f)(8); see also 17 CFR § 37.800.
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

This is also consistent with DCO Core Principle D requiring LedgerX to limit the 

exposure of the DCO to potential losses from defaults by its members and participants. See 

CEA § 5b(c)(2)(D)(iii); see also 17 CFR § 39.13(f).

Furthermore, this change is consistent with existing Rule 7.1 - Full Collateralization of 

Company Contracts Required in LedgerX’s Rulebook. Accordingly, the change is not 

expected to materially impact LedgerX’s business operations and is intended to enhance 

Participants understanding of their obligations.

24. Added a provision to Section VI, Item P

regarding Participant’s responsibility to pay 

any deficiencies in Participant’s accounts.

This is consistent with DCM Core Principle 11 requiring LedgerX to establish and enforce 

rules and procedures for ensuring the financial integrity of transactions, including 

appropriate minimum financial standards. See CEA § 5(d)(11); see also 17 C.F.R. §§ 

38.600, 602, 604.

This is also consistent with SEF Core Principle 7 requiring LedgerX to establish and 

enforce rules and procedures for ensuring the financial integrity of swaps. See CEA § 

5h(f)(7); see also 17 CFR § 37.700.

This is also consistent with DCO Core Principle D requiring LedgerX to limit the 

exposure of the DCO to potential losses from defaults by its members and participants. See 

CEA § 5b(c)(2)(D)(iii); see also 17 CFR § 39.13(f).

ADDING PROVISIONS REGARDING CHANGES TO THE PARTICIPANT AGREEMENT

25. Added a provision to Section VI, Item F, 

with language regarding how a Participant 

can avoid being bound by an amendment to 

the Participant Agreement.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with its

rules. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

26. Section XIV, Amendments to the Agreement

has been added, which explains the notice 

process and how a Participant can avoid 

being bound by an amendment to the 

Participant Agreement.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with its

rules. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

27. Added a provision to Section XV, 

Termination that includes additional 

sections of the Participant Agreement that 

will survive the termination of the 

Participant Agreement.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with its

rules. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

28. Added a provision to Section XV, 

Termination explaining the process through 

which a Participant can terminate the 

Participant Agreement.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with its

rules. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

ADDING PROVISIONS REGARDING THIRD-PARTY EXCHANGE PARTICIPANTS

29. Added a provision to Section VII, ThirdParty Exchange Participants: 

Representations, Warranties and 

Acknowledgments regarding the agreement 

to be bound by the Participant Agreement.

a. Added provisions emphasizing that 

the dispute resolution procedures in 

the Participant Agreement are 

binding.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with its

rules. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

This is consistent with DCM Core Principle 14 requiring LedgerX to establish and enforce 

rules regarding dispute resolutions. See CEA § 5(d)(14); see also 17 C.F.R. § 38.750.

Furthermore, this change is consistent with existing Rule 11.6 - Legal Proceeding in 

LedgerX’s Rulebook. Accordingly, the change is not expected to materially impact 

LedgerX’s business operations and is intended to enhance potential Participants 

understanding of LedgerX’s business.

30. Added a provision to Section VII, ThirdParty Exchange Participants: 

Representations, Warranties and 

Acknowledgments regarding the agreement 

to be bound by the LedgerX Rulebook.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

a. Added provisions emphasizing that 

the dispute resolution procedures in 

the LedgerX Rulebook are binding.

This is consistent with DCM Core Principle 14 requiring LedgerX to establish and enforce 

rules regarding dispute resolutions. See CEA § 5(d)(14); see also 17 C.F.R. § 38.750.

This is also consistent with SEF Core Principle 2 requiring LedgerX to establish, monitor, 

and enforce compliance with its rules. See CEA §5h(f)(2). 

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with the 

rules of the DCO. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

Furthermore, this change is consistent with existing Rule 11.6 - Legal Proceeding in 

LedgerX’s Rulebook. Accordingly, the change is not expected to materially impact 

LedgerX’s business operations and is intended to enhance potential Participants 

understanding of LedgerX’s business.

ADDING PROVISIONS REGARDING DISCLAIMERS

31. Section IX, Limited Warranty and 

Limitation of Liability has been added, 

which incorporates by reference the rules 

concerning liability and warranties in the 

LedgerX Rulebook to the Participant 

Agreement.

This is consistent with DCM Core Principle 1 and SEF Core Principle 1, which gives 

LedgerX reasonable discretion in establishing its rules. See CEA §§ 5(d)(1)(B), 5h(f)(1)(B); 

see also 17 C.F.R. §§ 38.100(b), 37.100(b).

32. Section XI, Market Information; No 

Warranty has been added, where certain 

disclaimers regarding financial information 

obtained by third-party service providers are 

listed.

This is consistent with DCM Core Principle 1 and SEF Core Principle 1, which gives 

LedgerX reasonable discretion in establishing its rules. See CEA §§ 5(d)(1)(B), 5h(f)(1)(B); 

see also 17 C.F.R. §§ 38.100(b), 37.100(b).

33. Section XII, No Investment Advice or 

Recommendations has been added, where 

Participant agrees that LedgerX is not liable 

for any decision Participant makes based on 

services provided by LedgerX.

This is consistent with DCM Core Principle 1 and SEF Core Principle 1, which gives 

LedgerX reasonable discretion in establishing its rules. See CEA §§ 5(d)(1)(B), 5h(f)(1)(B); 

see also 17 C.F.R. §§ 38.100(b), 37.100(b).

ADDING PROVISIONS REGARDING ELECTRONIC SIGNATURES
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC

PARTICIPANT AGREEMENT CHANGE

COMPLIANCE WITH CORE PRINCIPLES & REGULATIONS AND

IMPACT ON LEDGERX’S BUSINESS OPERATIONS

34. Added provisions in Section XVIII, 

Counterparts regarding the use of electronic 

signatures.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with the 

rules of the DCO. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

35. Section XXII, Click “I agree” for Your 

Signature has been added, which explains 

that the Participant Agreement will be 

signed with a binding electronic signature if 

the Participant clicks “I agree.”

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with the 

rules of the DCO. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

MISCELLANEOUS ADDITIONS

36. Added a provision in Section V, Item D

regarding Participant’s obligation to 

maintain all necessary regulatory approvals 

and licenses.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with the 

rules of the DCO. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

37. Added a provision in Section VI, Item A

regarding Participant’s awareness of the 

high risk associated with LedgerX’s 

services and derivative trading in general.

This is consistent with DCM Core Principle 2 and SEF Core Principle 2 requiring 

LedgerX to establish, monitor, and enforce compliance with its rules. See CEA §§ 5(d)(2), 

5h(f)(2); see also 17 C.F.R. §§ 38.150, 37.200.

This is also consistent with DCO Core Principle H requiring LedgerX to maintain 

adequate arrangements for the effective monitoring and enforcement of compliance with the 

rules of the DCO. See CEA § 5b(c)(2)(H)(i)(I); see also 17 CFR § 39.17(a)(1).

38. Added a provision to Section VI, Item U 

regarding liability when Participant’s 

internet service is down or disconnected.

This is consistent with DCM Core Principle 1 and SEF Core Principle 1, which gives 

LedgerX reasonable discretion in establishing its rules. See CEA §§ 5(d)(1)(B), 5h(f)(1)(B); 

see also 17 C.F.R. §§ 38.100(b), 37.100(b).

39. Added a provision in Section VI, Item W 

regarding Participant’s consent to the 

electronic delivery of tax forms.

This is consistent with DCM Core Principle 1 and SEF Core Principle 1, which gives 

LedgerX reasonable discretion in establishing its rules. See CEA §§ 5(d)(1)(B), 5h(f)(1)(B); 

see also 17 C.F.R. §§ 38.100(b), 37.100(b).
FOIA CONFIDENTIAL TREATMENT REQUESTED BY LEDGERX LLC
1110 Brickell Avenue

Suite 430k-200

Miami, FL 33131

https://ledgerx.com

Appendix B

See attached Redline version of the revised Participant Agreement.
February 19, 2021

LedgerX Participant Agreement

I. 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. Capitalized terms used but not defined

herein have the respective meanings given to them in the LedgerX Rulebook (as Participant

agrees to be bound by the terms of this Agreement, and the LedgerX Rulebook (defined below). LedgerX will provide the Participant with access to a system or a platform for execution of

Transactions as provided in the LedgerX RulebookLedgerX 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. II. 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 www.ledgerx.comLedgerX website ("Website"), located at www.ledgerx.com. The

current fees and charges for the Services are enumerated on the Website. LedgerX will notify

the 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.The 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 will be bound by, and comply with, 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"). LedgerX Rulebook"). Further, Participant agrees to be and will be bound by, and
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June 2021

will comply with, the LedgerX Rulebook as amended from time to time. In the event of any

conflict between this Agreement and the LedgerX RulebookLedgerX Rulebook, the Rulebook

will govern.The

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

LedgerX, the 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. The

Participant hereby acknowledges and agrees that it has received and read the LedgerX

Rulebook.The 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. III. 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, that the following:

A.  if such Participant is not a natural person, itParticipant 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, itParticipant is of the age of majority in the individual’s

stateplace 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. and such Participant is not statutorily disqualified from acting as a Participant and that there is

not pending, or to the best of its knowledge, no pending or threatened, any action, suit or

proceeding before or by any court or other governmental, regulatory or self-regulatory body, to
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which itParticipant is a party, that seeks to affect the enforceability of this Agreement or its

ability to act as a Participant. IV. Eligible Contract Participant Status. The Participant hereby represents, warrants and covenants to LedgerX, and each time the

Participant or any of its Authorized Users enters an Order, effects a Transaction or

otherwise uses the Services, such Participant will be deemed by such act to represent, warrant and covenant to LedgerX, that such Participant is an eligible contract participant

(“ECP”) because such Participant falls within the category specified. VI. V. Participant AcknowledgementsAcknowledgments. The Participant further acknowledges and agrees that:

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 RulebookLedgerX 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 RulebookLedgerX Rulebook;  this Agreement binds it and each of its Authorized Users, and is enforceable against it

and each of its Authorized Users;

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;
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June 2021

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 the applicant’sParticipant’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 the applicantParticipant, and the applicantParticipant 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 selfregulatory 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 the

applicantParticipant, 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”);

N.  it hereby authorizes LedgerX to deduct from its accountAccounts maintained on the books and

records of LedgerX all fees or other charges accruing to the 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 RulebookLedgerX 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; and

T. it will be solely responsible, at its own risk and expense, for (i1) acquiring, installing and

maintaining all equipment, hardware and software (other than (x) 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 (y) the Platform), internet access, telecommunications, and network systems

necessary and compatible for it to access and use the Platform and Trading Tools and (ii2)

ensuring that any systems, facilities, servers, routers, and other equipment and software it uses to
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June 2021

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, but at all times at a

level of security not less than that prevailing in the industry; and it will comply with the

Participant Security Policy (as may be amended, supplemented or otherwise modified from

time to time by LedgerX in its sole discretion) set forth on the Website, which is made a part

of, and incorporated by reference into, this Agreement. 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

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. VI. Indemnity. The 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
6

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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 the Participant or arising out of or relating to this Agreement, including any failure by the Participant, for any reason, fraudulent, negligent, or otherwise, to

comply with its obligations and requirements set forth in this Agreement, or any failure of the

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 the Participant

with written notice of that claim;, provided, however, that failure to provide such notice will not

relieve the Participant of its indemnity obligations hereunder except to the extent the Participant

is materially prejudiced thereby and the Participant will not be responsible for those expenses, costs and damages that LedgerX incurs solely as a result of any such delay. The 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 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. VII. Data Use Consent. The 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: (i1) the price and quantity data for each Transaction entered into by

Participant that is executed via the Services and (ii2) each bid, offer and/or Order provided via

the Services by Participant. The Participant acknowledges and agrees that LedgerX may use

such information for business, marketing and other purposes.
7

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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

third-party 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 decision made based on the Services, information or Market Information made available to

Participant or its Authorized Representatives by or through LedgerX. XIII. VIII. Netting Program. The 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. The Participant hereby chooses to opt in or opt out of such Netting

Program as elected on the signature page hereto.
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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.IX. Termination. Subject to Applicable Law and the LedgerX RulebookLedgerX Rulebook, LedgerX or the

Participant may terminate this Agreement by giving the other prior written notice. Termination

of this Agreement will not affect liability accrued as of termination. Paragraphs VII and VIII

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.X. 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 permitted hereunder) any rights, remedies, obligations or liabilities under or by reason of

this Agreement. XVII.XI. 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
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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. XII. 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. Delivery of an executed signature page to this Agreement

by facsimile or other customary means of electronic transmission, including by PDF file, shall be as effective as delivery of an original signed counterpart of this Agreement. 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.XIII . Assignment. The Participant may not assign this Agreement, in whole or in part, without the prior written

consent of LedgerX. XX.IXIV. USA PATRIOT Act Notice. LedgerX hereby notifies the Participant that pursuant to the requirements of the USA PATRIOT

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

information includes the name and address of the Participant and other information that will

allow LedgerX to identify the Participant in accordance with the USA PATRIOT Act. XXI.XV. Governing Law. This Agreement will be governed by and construed in accordance with the lawlaws of the State

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

Representatives arising from or in connection with this Agreement will be settled through

arbitration or the State or Federal courts located within the City of New York in accordance with

the procedures set forth in the LedgerX Rulebook. RepresentationsThe undersigned

represents that the information and statements contained herein, including the all items or

exhibits referenced or attached hereto, may be verified by investigation, and hereby

declares that they are true, complete and accurate.By executing and delivering this

application, the undersigned agrees, for itself and on behalf of its Authorized Users, Designated Operation Contact, Authorized Representatives and any other person
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interacting on or with the Platform as follows:Rules 10.1 - 10.5, 11.5 and 11.6 of the LedgerX

Rulebook.  the Applicant hereby agrees to abide by the LedgerX Rulebook;  the Applicant authorizes any governmental, regulatory or self-regulatory body, futures

exchange, swap execution facility, securities exchange, national securities

association, national futures association or other entity to furnish to LedgerX, upon

its request, any information such entity may have concerning the Applicant, and the

Applicant hereby releases such entity from any and all liability of whatsoever nature

by reason of furnishing such information to LedgerX;  the Applicant 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, Settlement Bank or

other entity (upon such entity’s showing of proper authority and need) any

information LedgerX may have concerning the Applicant, and the Applicant hereby

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

furnishing such information; and

 the Applicant acknowledges its obligation to update any and all information contained

in any part of this application for so long as the Applicant is a Participant

By executing this application, the undersigned hereby represents and warrants on behalf of

the applicant that (i) the Applicant is an “eligible contract participant” as such term is defined

in Section 1a(18) of the Commodity Exchange Act, as amended and (b) the Applicant

meets the eligibility requirements as set forth in Rule 3.2 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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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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June 2021

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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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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June 2021

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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June 2021

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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June 2021

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 
9

June 2021

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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