🎓Legal Disclaimer

This page also includes Terms and Conditions of Ladder Finance

Please read the entirety of this “Legal Disclaimer” section carefully. Nothing herein constitutes legal, financial, business or tax advice and you are strongly advised to consult your own legal, financial, tax or other professional advisor(s) before engaging in any activity in connection herewith. These Terms of Use ("Terms") govern your access to and use of the products, financial (DeFi) services and assets offered by Ladder Finance ("Ladder Finance", "we" or "us"). (As used herein, the term "you" (including all variations thereof) means everyone entering these terms on behalf of an individual or any entity entering these Terms on behalf of an individual.) Our products, services, and properties include, but are not limited to, our online services, including the website through which these terms are offered (the "Website"), web hosting user interface (the "Interface"), and software made available on or in connection with those services (collectively, the "Services"). Certain features of the services may be subject to additional guidelines, terms, or rules ("Supplemental Terms") that are displayed in connection with those features. These terms and any supplemental terms incorporated by reference are collectively referred to as the "Agreement". We reserve the right, in our sole discretion, to modify this agreement from time to time. If we make a material modification, we will notify you by updating the date at the top of the agreement and maintaining a current version of the agreement on our website. All modifications will be effective when posted, and your continued access to or use of the services will constitute your acceptance of such modifications. If you do not agree to any modifications to this agreement, you must immediately discontinue access to and use of all services.

Project Purpose

You agree to participate in the Ladder Finance and acquire $Ladder for participation in its ecosystem and services. The Company, Distributor and their respective affiliates will develop and contribute to the underlying source code of Ladder Finance. The Company is acting solely as a third party in connection with the distribution of $Ladder and is not acting in the capacity of a financial advisor or fiduciary to any person in connection with the distribution of $Ladder. We expressly state that neither our tokens nor our services are a guarantee of profit under any circumstances, and that ownership of tokens and use of our services is voluntary on the part of the participant.

Nature of the Token Documentation

The Token Documentation is a conceptual document that describes the key design principles and ideas of the $Ladder Token. This document and the Ladder Finance website are for general informational purposes only and do not constitute a prospectus, offer document, securities offering, solicitation of investment, offer to sell any product, item, or asset (digital or otherwise), or an offer to engage in any business with any outside person or entity. The information contained herein does not imply any element of a legally binding or contractual relationship or solicit participation in any way. There is no guarantee as to the accuracy or completeness of such information, and no representation, warranty or undertaking is given or purported to be given as to the accuracy or completeness of such information. You further acknowledge that the project development roadmap, platform/network features may change and as a result the token documentation or website may become outdated. Besides, no participant other than the project team is under any obligation to update or correct this documentation in this regard.

Deemed Representations and Warranties

By accessing the Token Documentation or the Website (or any part thereof), you shall be deemed to represent and warrant to the Company, the Distributor, their respective affiliates, and the Ladder Finance Project Contributors as follows:

1. You must not rely on any representations made in the description of the tokens or on the website in decision making to acquire $Ladder; you have not relied, and must not rely, on any representations made in the description of the tokens or on the website in deciding to acquire $Ladder.

2. You shall at your own expense ensure compliance with all laws, regulatory requirements and restrictions applicable to you (as the case may be);

3. You acknowledge, understand, and agree that $Ladder may be worthless, that there is no guarantee or representation as to the value or liquidity of $Ladder, and that $Ladder is not an investment product and is not intended for speculative investment.

4. none of the Company, the Distributor, their respective affiliates and/or the Ladder Finance project contributors are responsible for the value of $Ladder, the transferability and/or liquidity of $Ladder and/or the availability of a market for $Ladder through third parties or otherwise.

5. You acknowledge, understand and agree that you are not eligible to participate in the distribution of $Ladder if you are (i) a citizen, national, resident (tax or others), permanent resident or permanent residence holder of any territory or country where the distribution of $Ladder is likely to be construed as a sale of securities, financial services or investment products, and/or (ii) prohibited from participating in the distribution of Tokens by any applicable law, statute, regulation, treaty or administrative law (including in the United States, Canada and the People's Republic of China); You agree to provide all such identification documents upon request in order to perform the relevant verifications.

To the maximum extent permitted by law, the Company, the Distributor, their respective affiliates and service providers shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including, without limitation, any liability arising from default or negligence on the part of any of them, or any loss of revenue, income or profits, and loss of use or data) arising from the use of the Token Documentation or the Website, or any other materials published, or its contents (including without limitation any errors or omissions) or otherwise arising in connection with the same. Potential $Ladder acquirers should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the distribution of $Ladder, the Company, its distributors, and the Ladder Finance project contributors.

$Ladder Token

$Ladder are designed to be utilized, and that is the goal of the $Ladder distribution

1.does not have any tangible or physical manifestation and does not have any intrinsic value/pricing (nor does any person make any representation or give any commitment as to its value).

2.is non-refundable, not redeemable for any assets of any entity or organization and cannot be exchanged for cash (or its equivalent value in any other digital asset) or any payment obligation by the Company, the Distributor or any of their respective affiliates.

3.does not represent or confer on the token holder any right of any form with respect to the Company, the Distributor (or any of their respective affiliates), or their revenues or assets, including without limitation any right to receive future dividends, revenue, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property or license rights), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director, or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to Ladder Finance, the Company, the Distributor and/or their service providers;

4.is not intended to represent any rights under a contract for differences or under any other contract the purpose or intended purpose of which is to secure a profit or avoid a loss.

5.is not intended to be a representation of money (including electronic money), payment instrument, security, commodity, bond, debt instrument, unit in a collective investment or managed investment scheme or any other kind of financial instrument or investment.

6.is not a loan to the Company, the Distributor or any of their respective affiliates, is not intended to represent a debt owed by the Company, the Distributor or any of their respective affiliates, and there is no expectation of profit nor interest payment; and

7.does not provide the token holder with any ownership or other interest in the Company, the Distributor or any of their respective affiliates.

Notwithstanding the $Ladder distribution, users have no economic or legal right over or beneficial interest in the assets of the Company, the Distributor, or any of their affiliates after the token distribution. For the avoidance of doubt, neither the Company nor the Distributor deals in, or is in the business of buying or selling any virtual asset or digital payment token (including $ Ladder). Any sale or distribution of tokens would be performed during a restricted initial period solely for the purpose of obtaining project development funds, raising market/brand awareness, as well as community building and social engagement; this is not conducted with any element of repetitiveness or regularity which would constitute a business.

Term & Conditions

1. Our Services.

1.1 Interface; Protocols. The interface provides a web or mobile-based means of access to decentralized protocols on various public blockchains, including but not limited to zkSync, to enable users to trade certain compatible digital assets ("Protocols"). The interface may also provide information and data about the digital assets or tokens. The interface is distinct from the protocols and is one means of accessing the protocol, but not the exclusive means. The protocol consists of self-executing smart contracts available from open source or sources that are deployed on various public blockchains, such as the zkSync blockchain. Ladder Finance does not control or operate any version of the protocol on any blockchain networks. You understand that we do not operate a liquidity pool on the protocol or control the execution of trades on the protocol. When traders pay transaction fees, those fees accrue to the protocol's liquidity providers. Ladder Finance is not a liquidity provider in the protocol's liquidity pool, and the liquidity provider is an independent third party. When deploying to other networks, you can typically use a cross-chain bridge to transfer assets native to one blockchain to another. Please note that digital assets that are "bridged" or "wrapped" to work on another blockchain network (including blockchains compatible with the Ethereum Virtual Machine, which are designed to allow the Ethereum blockchain to effectively process more transactions, or other blockchains, often referred to as "Layer 2" solutions) are distinct from the original Ethereum mainnet assets.

1.2 Transactions. You agree and understand that (a) all transactions you submit through our services will be deemed unsolicited, meaning that you initiate them on your own initiative; (b) you have not received any investment advice from us in connection with any transactions; and (c) you understand that we do not perform suitability reviews on all transactions you submit.

1.3 Digital Wallets. To access the interface, you must use a non-custodial e-wallet that allows you to purchase, store, and engage in transactions with cryptocurrencies and other digital assets (each, a "Digital Wallet") on a supported bridge extension. All transactions initiated through our services are affected by third-party digital wallet extensions; by using our services, you agree that such transactions are subject to the terms of service and privacy policies of such extensions. We do not assume any liability to you in connection with the use of your digital wallet and make no representations or warranties regarding how our services will work with any digital wallets. Similarly, we are not responsible for any acts or omissions by you in connection with your digital wallet or because of any damage to your digital wallet. By connecting your digital wallet to our interface, you agree to be bound by this agreement and all terms and conditions incorporated by reference into this agreement.

1.4 Non-Fiduciary and No Fiduciary Duties. You are solely responsible for the safekeeping of the cryptographic private keys for your digital wallet, and you will never share your digital wallet credentials with anyone else. This agreement is not intended to, and does not, impose any fiduciary duties on us. You acknowledge and agree that, to the fullest extent permitted by law, we do not owe any fiduciary duties or liabilities to you or any other party, and to the extent such duties or liabilities may exist at law or in equity, such duties and liabilities are irrevocably disclaimed, discharged, and eliminated. You further agree that the only duties and obligations we owe to you are those expressly set forth in this agreement.

1.5 Other Services; Modifications. We may offer additional products or services from time to time in the future, and such additional products or services will be considered "Services" as used in these terms. We reserve the right, which does not constitute an obligation on our part, to (a) the right to modify, replace, remove, or add to the services with or without notice to you; and (b) the right to review, modify, filter, disable, delete, and remove any content and information from the services.

2. Intellectual Property Rights. We own all intellectual property and other rights in each service and its content, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, and "look and feel." Subject to the terms and conditions of this agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our services solely in accordance with this agreement. You agree not to use, modify, distribute, tamper with, reverse engineer, disassemble or decompile our services for any purpose other than those expressly permitted under this agreement. Except as set forth in this agreement, we do not grant you any rights in our services, including any intellectual property rights.

3. Your Responsibilities.

3.1 Acceptable Use Policy. You agree that you will not engage in, attempt to engage in, or knowingly facilitate any of the following categories of prohibited activities in connection with your access to and use of the service

3.1.1 Activities that interfere with or attempt to damage the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, virus distribution and denial-of-service attacks.

3.1.2 Using the service in any manner that could interfere with, disrupt, adversely affect, or impair any other party's full enjoyment of the service or in any way damage, disable, overburden, or impair the functionality of the service.

3.1.3 Using any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access or extract data from the service or to interfere with or modify the rendering of any page or feature of the service

3.1.4 Attempt to circumvent or ignore any instructions controlling any automated access to the service.

3.1.5 Attempting to defraud us or any other person or entity, including, but not limited to, providing false, inaccurate, or misleading information to unlawfully obtain the property of another.

3.1.6 Cause damage or apparent loss of value to other protocols or other manipulative behavior based on what you learn from the service.

3.1.7 Acting to gain an unfair advantage.

3.1.8 Improperly exploit vulnerabilities in any protocol, platform, or system of any nature.

3.1.9 Any malicious attack on any protocol or system of any nature.

3.1.10 Buying, selling, or transferring stolen, fraudulently obtained, unauthorized, and/or otherwise illegally obtained items.

3.1.11 Any activities that harvests content or information from our services through data mining, robots, scraping, or similar methods of data collection or extraction.

3.2 Required Equipment. You must provide all equipment and software necessary to connect to the services. You are solely responsible for any fees, including internet connection or mobile charges, you incur when accessing the services.

4. Disclaimers.

4.1 General Assumption of Risk. You understand that the digital asset market is in its infancy and is highly volatile due to risks including adoption, speculation, technology, security, and regulation. Crypto currencies may not be as stable as represented, may not be fully or adequately collateralized, and may be subject to panics and runs. You also understand that smart contract transactions are automatically executed and settled, and that blockchain-based transactions are irreversible once confirmed. You acknowledge and agree that the cost and speed of transactions in cryptographic and blockchain-based systems such as Ethereum are variable and can increase dramatically at any time. If you act as a liquidity provider to the protocol through the Interface, you understand that you may lose some or all the value of your digital assets while being supplied to the Protocol through the Interface due to fluctuations in the price of tokens in trading pairs or liquidity pools. Finally, you understand that we do not create, own, or operate any cross-chain bridges and make no representations or warranties about the safety or soundness of any cross-chain bridge, including its use for protocol governance. In summary, you acknowledge that we are not responsible for these variables or risks, do not own or control the protocol, and will not be liable for any losses you incur while accessing or using our services. Accordingly, you understand and agree that you are solely responsible for all risks associated with accessing and using the Interface to interact with the protocol.

4.2 No Warranties. Each of our services is provided on an "as is" and "as available" basis. to the fullest extent permissible by law, we disclaim all representations and warranties of any kind, express, implied, or statutory, including, but not limited to, warranties of merchantability and fitness for a particular purpose. you acknowledge and agree that your use of each service is at your sole risk. we do not represent or warrant that access to our services will be continuous, uninterrupted, timely, or secure, that the information contained in our services will be accurate, reliable, complete, or current, or that our services are free of errors, defects, viruses, or other harmful components. no advice, information, or representation made by us should be construed as creating a warranty with respect to our services. We do not endorse, guarantee, or assume responsibility for any advertising, offers, or representations made by third parties in connection with our services. Similarly, the protocol is provided to you on an "as is" basis and at your own risk and without warranty of any kind. We do not provide, own, or control the protocol, which is operated autonomously and without human intervention by smart contracts deployed on various blockchains. Neither the developers nor the entities involved in creating the protocol are liable for any claims or damages, including direct, indirect, incidental, special, exemplary, punitive, or consequential damages or profits, loss of cryptocurrency, tokens, or anything else of value, in connection with your use of, inability to use, or interaction with the protocol or with other users. We do not endorse, guarantee, or take responsibility for any advertisements, offers, or representations made by third parties in connection with our services. Any payment or financial transactions you engage in are processed through automated smart contracts. Once executed, we have no control over these payments or transactions, nor do we could cancel them. We expressly state that neither our tokens nor our services are a guarantee of profit under any circumstances, and that ownership of tokens and use of our services is voluntary on the part of the participant.

4.3 Third Party Data. We may provide information about the service, including information about various digital assets, that we receive from third parties ("Third Party Data"). For the avoidance of doubt, Ladder Finance makes no warranties as to the accuracy or reliability of any Third-Party data. You agree that it is impossible for us to monitor Third-Party data and that you will not rely on Ladder Finance to verify the accuracy of such Third-Party data.

4.4 NOT INVESTMENT ADVICE: All information provided by our services is for informational purposes only and should not be construed as investment advice or a recommendation that any tokens or other digital asset is a safe or sound investment. You should not take or refrain from taking any action based on the information you access through the service. By providing token information for your convenience, we are not making any investment recommendations to you or expressing an opinion on the merits of any transaction or opportunity. You are solely responsible for determining whether any investment, investment strategy, or related transaction is suitable for you based on your personal investment objectives, financial situation, and risk tolerance.

5. Third-Party Properties, Third-Party Applications. The service may contain links to third party properties ("Third Party Properties") and applications ("Third Party Applications"). When you click on a link to a Third-Party Property or Third-Party Application, such as a bridge extension, you will be subject to the terms and conditions (including privacy policy) of that property or application. Such Third-Party Properties and Third-Party Applications are not under the control of Ladder Finance. Ladder Finance is not responsible for any Third-Party Properties or Third-Party Applications. Links to Third-Party Properties and Third-Party Applications are provided as a convenience only and we do not review, approve, monitor, endorse, guarantee, warrant or make any representations regarding any Third-Party Properties or Third-Party Applications or their products or services. Your use of any links to Third-Party Properties and Third-Party Applications is at your own risk. Once you leave our service, our terms and policies will no longer apply. You should review all applicable agreements and policies, including the privacy and data collection practices of any Third-Party Properties or Third-Party Applications, and you should conduct any investigation you deem necessary or appropriate before proceeding with any transaction with any third party.

6. Indemnification. You agree to indemnify, hold harmless, defend, and defend us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses arising from (a) your access to and use of our services; (b) your violation of any of the terms of this agreement, the rights of any third party, or any other applicable law, rule or regulation; (c) your access to and use of our services by anyone else with your assistance or using a device or account owned or controlled by you; and (d) any claims, damages, and expenses resulting from any dispute between you and (i) any other user of the services or (ii) any of your customers or users.

7. Waiver of Claims. You expressly agree that you bear all risk associated with your access to and use of our services. You further expressly waive and release us from all liability, claims, causes of action or damages arising out of or in connection with your use of our services.

8. Limitation of Liability. We will not be liable to you or any third party for any claims or damages that may arise because of any payment or transaction you engage in through the services or any other payment or transaction you conduct through the services. We make no warranties or representations, express or implied, as to the suitability, privacy, or security of any linked Third-Party Properties, the third parties by whom they are owned and operated, the information contained therein, the properties available through them, or their products or services. You acknowledge and assume sole responsibility for all risks arising from your use of Third-Party Data, Third-Party Properties, and Third-Party Applications. In no event shall we be liable in any way for any damages arising out of or in connection with any software, products, services, and/or information provided by or offered by any third party and accessed through the services. Subject to this section, this agreement will remain in full force and effect while you use the service. We may suspend or terminate your right to use the service at any time for any reason in our sole discretion, including for any use of the service that violates this agreement. Upon termination of your rights under this agreement, your right to access and use the service will terminate immediately. Ladder Finance will not be liable to you for any termination of your rights under this agreement.

9. General

9.1 Force Majeure. Ladder Finance shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

9.2 International Users. The website and other parts of the service may be accessed from countries around the world and may contain references to services and content that are not available in your country. Such references do not imply that we intend to announce such services or content in your country. We expressly state that we do not provide services to the following countries and shall not be liable for any problems arising therefrom.

Ladder Finance and $Ladder is not available to residents of

Afghanistan

Angola

Canada

Central African Republic

Congo

Congo (Dem. Rep.)

Cuba

Côte d'Ivoire

Guinea-Bissau

Iran

Korea (North)

Lebanon

Liberia

Libya

Mali

Myanmar

Nicaragua

Somalia

South Sudan

Sudan

Syrian Arab Republic

United States of America

Venezuela

Virgin Islands of the United States

Yemen

Zimbabwe

Crimea region of Ukraine

Donetsk People's Republic (DNR)

Luhansk People's Republic (LNR)

Somaliland

§ No regulatory authority has formally or informally reviewed or approved the information set forth in the Token Description or the Website; no such action or assurance has been taken or will be taken under any law, regulatory requirement, or rule in any jurisdiction; and the publication, distribution or dissemination of the Token Description or the Website does not imply compliance with any applicable law, regulatory requirement, or rule.

§ The Token Documentation and Website may be translated into languages other than English for reference purposes only, and in the event of any conflict or ambiguity between the English version and any translated version of the Token Documentation or Website, the English version shall prevail. You acknowledge that you have read and understand the English version of the Token Documentation and the Website.