Ledger Live Integration
Terms and Conditions
These General Terms and Conditions (these "T&Cs"), together with any applicable Specific Terms and Conditions (these "ST&Cs") and applicable Appendix(ces) (collectively the “Agreement”) constitute a binding agreement between LEDGER SAS, a simplified joint stock company with a share capital of 1 451 028,00 euros, whose registered office is located at 1, rue du Mail, 75 002 Paris, registered with the Paris Trade and Companies Registry under number 529 991 119, (hereinafter, “Ledger”) and Services Provider (herein individually as a “Party” and collectively as the “Parties”). Services Provider accepts and agrees to be bound by these T&Cs by signing at the end of the T&Cs.
In the event of any conflict between these Terms and the ST&Cs, the ST&Cs shall prevail.
Affiliate when used with reference to a specified person, means any person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the specified person; for such purposes, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
Confidential Information has the meaning set forth in article 8.
GDPR has the meaning set forth in article 9.
Integrated Services means technical or visual elements that allows the Services Provider to display its Services (Services Provider’s services) in a target document/webpage (the Ledger Live Browser).
Integration means Services Provider branded integration with full access to Services within the Ledger Live Browser.
Intellectual Property Rights means all rights throughout the world, including patents, rights in inventions (whether or not patentable or reduced to practice) and invention disclosures, copyrights, mask works rights, moral rights, trade secrets, trademarks, trade names, service marks, trade dress, domain names, or other intellectual property or proprietary rights (including applications for any of the foregoing rights, and all registrations, extensions, renewals, and re-issuances of, the foregoing) pertaining to a particular piece of tangible or intangible property.
Ledger Live Browser means the web platform described in article 2.
List(s) has the meaning set forth in article 3.
Representatives has the meaning set forth in article 8.
Revenue means, where applicable, the fees due to Ledger in consideration of the integration of Services, allowing Services Provider to render its Services accessible through the Ledger Live Browser, as set forth in ST&Cs.
Sanction means any sanction, economic sanctions programs, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury, and any other relevant sanctions authority (collectively, the “Sanctions Authorities”).
SDN List means the OFAC published list of individuals and companies owned or controlled by, or acting for or on behalf of, targeted countries.
Services means the services described in article 2.
ST&Cs means the specific conditions applicable to the relationship between the parties.
Transaction means any cryptocurrency order filled and executed by a User using Services accessible through the Ledger Live Browser with a counterparty whose order was provided by Services Provider.
Users means an end user of the Ledger Live Browser. Users may decide to use Services at their discretion and in the conditions defined by Services Provider that Users shall accept before using Services.
2. PURPOSE OF THE AGREEMENT
2.1. Ledger has developed a web platform browser that hosts third party services provided to Users (the “Ledger Live Browser”). The Ledger Live Browser refers to the technical design interface provided by Ledger to, inter alia, access Services.
2.2. Services Provider develops and provides software and applications, including APIs and widgets, that allow individuals to access crypto services such as display of balance, display of portfolio, exchange of crypto-assets against fiat and/or exchange of cryptoassets against crypto-assets (collectively, the “Services”).
2.3. Under these T&Cs, Services Provider shall make its Services accessible and available through an integration on the Ledger Live Browser. Users are automatically redirected to Services Provider’s interface in order to access the Services.
2.4. These T&Cs define the conditions under which Users will get a technical access to Services through the Ledger Live Browser, and, as the case may be and as specified in the ST&Cs, Services Provider pays the Revenue in consideration of the integration of Services on the Ledger Live Browser which allows Users to use Services under the terms and conditions of Services Provider.
2.5. Ledger will not be liable for any fraudulent use of Services by Users.
2.6. Services Provider acknowledges that Ledger attaches importance to the quality and functionality of the associated Services hosted on the Ledger Live Browser, and that particular attention must be paid to the following requirements regarding Services:
- User support,
- Service maintenance and updates,
2.7. Services Provider expressly confirms and acknowledges that on the date of signature of the Agreement, the Integrated Services meet all of these requirements and ensures that these requirements are met without interruption during the term of the Agreement.
2.8. In the event that Services no longer meet any of these requirements during the term of the Agreement, Services Provider expressly acknowledges and accepts Ledger’s right to terminate the Agreement and to end, without notice or compensation of any kind whatsoever, the integration of Services on the Ledger Live Browser.
3. OBLIGATIONS OF THE PARTIES
3.1. MUTUAL OBLIGATIONS
3.1.1. The Parties must for each of their services provide a secure, stable and safe environment that at a minimum is in accordance with market standards.
3.1.2. Each of the Parties warrant to each other that it has implemented the appropriate technical and organizational measures to ensure that the servers, platforms, electronic systems, and physical locations, to be used in connection with this Agreement, are secure from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to data transmitted, stored or otherwise processed.
3.2. OBLIGATIONS OF THE SERVICES PROVIDER
3.2.1. GENERAL OBLIGATIONS
188.8.131.52. Service provider shall provide best in class Services to Users Ledger Live Browser through the Integrated Services at its sole and entire responsibility.
184.108.40.206. Particularly, where applicable, Services Provider shall verify the use of Services by Users and especially prevent any use (i) for illegal activities such as money laundering or terrorism funding or (ii) of cryptocurrencies that can be considered as securities under United States, EU or any other laws.
220.127.116.11. Services Provider is responsible for ensuring that its participation and activities comply with all applicable law, regulation and market standards. It ensures and guarantees that it will process to regular (and as often as is necessary) updates on (i) the list of the countries where Services are available, and on (ii) the Specially Designated Nationals and Blocked Persons List (“SDN List”), and all relevant lists (collectively the “Lists”) with regard to sanctions authorities, in order to ensure that it will not be operating in a jurisdiction or execute transactions or perform Services from or to countries, persons and/ or entities subject to Sanctions by the Sanctions Authorities.
18.104.22.168. If and where applicable, Services Provider KYC (Know Your Customer) and AML (Anti-Money Laundering) programs shall adhere to all applicable laws at the time of processing. Services Provider will be responsible for updating its program should any changes be required pursuant to evolution in applicable laws.
22.214.171.124. Services Provider shall provide customer support for the Users of the Services and Ledger shall refer such Users to the Services Provider upon issues with the Services. At Ledger’s request, the Services Provider shall disclose the process in place to provide such customer support.
3.2.2. AVAILABILITY OF THE SERVICES
126.96.36.199. The Services Provider will carry out the Services with all due skill and care, in a professional and timely manner in accordance with industry standards and ensure that the Services are provided by personnel whose qualifications and experience are appropriate for the tasks to which they are allocated.
188.8.131.52. The Services Provider ensures that the Integrated Services, API, and more generally the Services, do not and will not contain any viruses, worms, Trojan horses, trap door or any other code, file or program designed to disrupt, disable, damage or limit the functionality of the Ledger Live Browser.
3.3. OBLIGATIONS OF LEDGER
3.3.1. Subject to the Parties’ respective tech teams agreeing on a scope of work for the integration, Ledger will be responsible for properly embedding the Services offered by Services Provider in the Ledger Live Browser. In addition to this, Ledger will properly represent the relationship between the Services Provider and Ledger and direct all customer requests about their trading activity in the product to Services Provider support.
3.3.2. Ledger might be under the legal obligation to disable access to the Services based on third party claims and/or court orders. Services Provider undertakes not to claim any damages and/ or other compensation and undertakes to cooperate to solve such at its costs. Where the Service Provider fails to cooperate, Ledger shall be granted the right to permanently remove access to the Services.
4. FINANCIAL CONDITIONS
4.1. In consideration of the integration of Services and the accessibility of Services through the Ledger Live Browser, Services Provider will pay Revenue to Ledger as described and in accordance with the terms of the ST&Cs.
5.1. Services Provider is responsible to determine whether and to what extent, any taxes apply to any transactions associated with its performance under this Agreement and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities, for applicable local, state and federal sales, use, value-added, excise and other similar taxes, customs or duties arising due to the activities under this Agreement.
6. DURATION & TERMINATION
6.1.1. This Agreement shall commence on the date of its signature by Services Provider and will carry on unless terminated as provided for in article 6.2.
6.2.1. Either Party may terminate this Agreement at any time upon sixty (60) days prior written notice.
6.2.2. Notwithstanding the above, Ledger shall be entitled to terminate this Agreement immediately by notice in writing (i) if Services Provider (or any of its shareholders or directors) becomes subject to any Sanction, or (ii) if, Ledger has reasons to believe that continuation of this Agreement would (in the reasonable opinion of Ledger) expose Ledger or any of its Affiliates to any Sanction or, (iii) if the Services or any rights owned by the Service Providers and part of the Ledger Live Browser by virtue of the Agreement infringe third party rights, in particular but not limited to intellectual property rights.
6.2.3. If due to the promulgation of or any change in (or Ledger becoming aware of) the interpretation by any court, tribunal or regulatory authority or any applicable law or regulation (including any action taken by a taxing authority), Ledger determines in its sole discretion and at any time that any or all Services offered by Service Provider or their use by Ledger or its customers have, or there is a reasonable likelihood that they will, become illegal or create legal, business or reputational risk for Ledger, Ledger will be entitled to terminate this Agreement immediately upon written notice without prejudice of Ledger being entitled to claims damages it would be entitled to as the case maybe.
6.3. EFFECTS OF THE TERMINATION
6.3.1. Each Party agrees that upon termination of this Agreement, it will return to the other Party (or, at the request of the other Party, destroy) all Confidential Information (as defined within article 8) of the other Party (including, without limitation: drawings, blueprints, notes, memoranda, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of the other Party), and certify in writing that it has done so.
6.3.2. The receiving Party will not retain any such materials from the disclosing Party.
7. INTELLECTUAL PROPERTY
7.1. Ledger agrees and acknowledges that, as between the Parties, Services Provider owns all right, title and interest in Services and Services Provider marks, including all Intellectual Property Rights therein. Services Provider grants Ledger, for the duration of the Agreement, a worldwide non-exclusive and nontransferable license to use and publish Services Provider marks solely for the purpose of identifying Services Provider as the provider of Services.
7.2. Ledger represents that it owns all right, title, and interest in and to the Ledger Live Browser. Services Provider agrees and acknowledges that, as between the Parties, Ledger owns all right, title and interest in the Ledger Live Browser and the Ledger marks, including all Intellectual Property Rights therein.
7.3. Services Provider and Ledger respectively, grant to each other, for the duration of the Agreement, a worldwide non-exclusive and royalty free right of use of Ledger marks and Services Provider marks to the extent necessary for the performance of the Agreement. Any other use, and specifically marketing uses to promote Services accessible through Ledger Live Browser shall be agreed in advance and in writing by the other Party.
7.4. Services Provider hereby grants Ledger a limited, non-exclusive, non-assignable and non-transferable license to use the Services Provider API to develop, test, support, integrate and/or incorporate the Services Provider API with the Ledger Live Browser. The aforesaid license is subject to the limitation set forth below (7.5).
7.5. When using the other Party’s material/rights, the using Party must at all times act in good faith and maintain the interests of the other Party. The using Party will and may not modify or alter any rights. Using a right for a purpose outside the scope and provisions of this Agreement requires specific written consent from the other Party.
8.1. Each Party hereby agrees that, for the duration of the Agreement and for an additional fiv e (5) year period after its termination or expiration, it shall keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose except for the purposes contemplated by this Agreement any Confidential Information that may be furnished to it by the other Party hereto pursuant to this Agreement. Without limitation upon any provision of this Agreement, each Party shall be responsible for the observance by its employees, agents, contractors, consultants, advisors and other similarly situated third parties (collectively, the “Representatives”) of the confidentiality obligations set forth hereunder.
8.2. “Confidential Information” means: (a) the terms and conditions of this Agreement, and (b) all confidential or proprietary information disclosed, either directly or indirectly, in writing, orally or by inspection of tangible objects, which is either identified as confidential at the time of disclosure or which by its context should be understood to be confidential or proprietary to Ledger. Confidential Information shall not include: any information that (a) is or will be in the public domain; (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, or orders of the court or other government authorities; or (c) is required to be disclosed by Services Provider or Ledger to its shareholders, investors, legal counsels or financial advisors regarding the Agreement provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this article.
8.3. Each Party agrees that it may not disclose the other Party’s Confidential Information to any third party except by Ledger when required for integration and 4 payment purposes, such as any third party fee collector designated by Ledger.
9. PERSONAL DATA
9.1. To the extent processing of personal data is necessary for the Parties performance of their obligations under the Agreement, the Parties shall ensure that, at any time, applicable laws on the processing of personal data is complied with and in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing and free movement of personal data and repealing Directive 95/46/EC (the “GDPR”).
9.2. If and where data may be collected and/or processed, such collection and processing of personal data will be subject to the provisions of the data processing agreement provided by Ledger and signed by both parties.
10. LIABILITIES AND INDEMNIFICATION
10.1. Notwithstanding anything to the contrary in this Agreement, Ledger shall not have any liability to Services Provider in connection with, or as a result of, any actions, omissions, or breaches of Ledger with respect to this Agreement, whether arising in contract, tort, or otherwise, even if Ledger has been advised of the possibility of such damages, except to the extent Services Provider incurs any losses resulting from the gross negligence or willful misconduct of Ledger, and the Parties acknowledge and agree that in such case the indemnification obligation set forth in this section shall be the claiming Party’s sole and exclusive remedy (save for termination of the agreement which shall always be possible).
10.2. Except as otherwise set forth in this Agreement, to the maximum extent permitted by applicable law, Ledger integrates and hosts Services without warranties of any kind, whether express or implied. Without limiting the foregoing, except as otherwise set forth in this Agreement, Ledger do not warrant that the Ledger Live Browser will operate error-free or that defects or errors will be corrected or will be available, uninterrupted or secure at any particular time or location, is free from viruses or other harmful content.
10.3. Ledger hosts Services without exercising any control whatsoever on such Services. Ledger will neither monitor nor verify any interaction between Users and Services Provider. As a result, Ledger does not endorse, warrant, guarantee or assume responsibility for any product or Services offered or advertised through the Ledger Live Browser. Services Provider shall defend, indemnify, and hold Ledger harmless, without limitation whatsoever, against any loss, damage, or costs (including attorneys’ fees) incurred in connection with claims, demands, suits or proceedings made or brought against Ledger by a third party or Users that arises from the use of Services.
10.4. Ledger will not be responsible to Services Provider for damages arising from delays or problems caused by telecommunications carriers, internet service providers, other communication networks, blockchains of blockchains systems, or the banking system.
10.5. Except in the case of gross negligence or willful breach or misconduct of Ledger, in no event shall the total, cumulative, aggregate liability of Ledger, whether based upon an action or claim in contract, tort (including negligence), warranty, misrepresentation, equity or otherwise, exceed the total amount paid by Services Provider to Ledger during a three (3) months period preceding the claim.
11.1. Except as expressly set forth in this Agreement, the Ledger Live Browser is available “as-is” with no warranties, and Ledger expressly excludes and disclaims any warranties under or arising as a result of this Agreement whether express, implied or statutory.
11.2. Services Provider acknowledges that Ledger may at any time without notice or reference to you amend these T&Cs and/or modify any aspect or function of the Ledger Live Browser, which may have adverse effects on the usage of Services, however, Services Provider only recourse will be to terminate this Agreement and Services Provider agrees to not make any claims of any kind against Ledger.
11.3. During the term of this Agreement, Services Provider represents and warrants that: (i) its company is duly organized, validly existing, remain in full compliance and in good standing under the laws of the state and country of its principal office applicable to the Services, related activities and any performance under this Agreement; (ii) it is appropriately registered, licensed and in good standing with all regulatory bodies in all jurisdictions in which it is required to be pursuant to applicable laws; (iii) it has full power and authority to execute this Agreement and to perform its obligations set forth herein; (iv) this Agreement does not violate any agreement, right or obligation between Services Provider or any other person, entity, firm or corporation, and the permission or agreement of no other person, entity, firm or corporation is required to execute this Agreement or perform the obligations herein, or that such permission, if necessary, is secured.
11.4. Services Provider represents and warrants that: (i) neither it, nor any of its owners or affiliates, directors or officers are the target or subject of any Sanctions and/ or are located, organized or resident in a country or territory that is the subject to Sanctions, and; (ii) neither it nor any of its subsidiaries, affiliates, directors or officers will use any payments made pursuant to this Agreement or commit any action, or cause Ledger to commit any action, under this Agreement: (a) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (b) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (c) in any other manner that will result in a violation of Sanctions by any person.
11.5. Services Provider shall not sell, export, re-export, or otherwise transfer Ledger’s products, services or technology in violation of Sanctions.
11.6. Services Provider represents and warrants that, where applicable, no transaction contemplated by or under this Agreement is prohibited by Sanction Authorities.
11.7. Services Provider represents and warrants that it has sought all regulatory licences and put in place every required Know Your Customer or Customer Due Diligence procedure needed in order to verify the use of Services by Users.
11.8. Services Provider is responsible for complying with the economic sanction programs administered by the Sanctions Authorities. It ensures and guarantees that it will process to regular (and as often as is necessary) updates on (i) the list of the countries where Services are available (If applicable: and therefore update the Territory as defined in …), and on (ii) the Specially Designated Nationals and Blocked Persons List, the Consolidated Lists, and all relevant lists with regard to the Sanctions Authorities, in order to ensure that it will not be operating in a jurisdiction or execute transactions or perform Services from or to countries, persons and/ or entities subject to sanctions by the Sanctions Authorities.
11.9. Services Provider warrants and represents that the crypto-assets used within the Services are not illegally acquired funds and do not originate from any illegal activity, and especially that they were not used for illegal activities such as money laundering or terrorism funding. At Ledger’s request, Services Provider shall be able to provide all required documents, statements or certificates that may be required from any bank, financial or credit institution to support that crypto-assets used within the Services are legally acquired funds and do not originate from any illegal activity.
12. FORCE MAJEURE
12.1. No Party shall be held liable or responsible to the other Party or be deemed to have breached or defaulted under this Agreement for failure or delay in performing all or part of its undertakings and/or obligations under this Agreement to the extent, and as long as, such failure or delay is caused by or results from a Force Majeure Event.
12.2. In the event of the occurrence of a Force Majeure Event, each Party shall use commercially reasonable efforts to mitigate the adverse effect(s) and consequence(s) of such Force Majeure Event and the Party affected by a Force Majeure Event shall, as soon as possible after such Force Majeure Event has occurred, notify the other Party in writing of its inability to perform all or part of its undertakings and/or obligations under this Agreement, giving a detailed explanation of the occurrence of the Force Majeure Event. If such notice is given, the performance of the affected Party giving the notification, except the payment of funds, shall be abated, and any deadline shall be extended for so long as performance may be reasonably prevented by a Force Majeure Event. Upon cessation of such Force Majeure Event, the affected Party shall promptly resume the performance of all its undertakings and/or obligations under this Agreement using diligent efforts. In the event that a Force Majeure Event prevents or delays the performance of a Party’s obligations for more than 3 months, the other Party shall be entitled to terminate this Agreement upon written notice.
12.3. In the event that a Force Majeure Event prevents or delays the performance of a Party’s obligations for more than three (3) months, the other Party shall be entitled to terminate this Agreement upon written notice.
12.4. For the purpose of this Agreement, a “Force Majeure Event” shall mean event, cause or state of affairs or a combination of event(s), cause(s) and/or state(s) of affairs beyond the reasonable control of the Parties, as the case may be, which would not have been avoided by the exercise of due care and reasonable prudence, including, without limitation, but subject to the foregoing, war, civil commotion, riot, strike, lockout or other labor disturbances, rebellion, insurrection, fire, flood, storm, earthquake, act of God, accident, act, decision or ruling of a government or any other municipal, regional or national relevant authority or agency, legislation or change thereof, change of government, sabotage, restriction, quarantine, transportation embargoes and any other event, cause or state of affairs of similar effect or consequence.
13.1. INDEPENDENT CONTRACTOR
13.1.1. Neither Party shall have authority to enter into contracts that bind the other Party or create obligations on the part of the other Party without the prior written authorization of such other Party.
13.1.2. Services Provider represents and warrants that (i) it, nor any of its owners or Affiliates, directors or officers are the target or subject of any Sanctions and/ or that is located, organized or resident in a country or territory that is the subject to Sanctions, and (ii) it nor any of its subsidiaries, Affiliates, directors or officers will use any payments made pursuant to this Agreement or commit any action, or cause the other Party to commit any action, under this Agreement: (a) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (b) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (c) in any other manner that will result in a violation of Sanctions by any person.
13.1.3. Services Provider shall be bound, and shall be liable (and hold Ledger harmless of the same), in any way with or toward any User when the User is using Services. Services Provider’s terms of services shall be applicable to Users using Services. Ledger will enable Users to accept the terms and services of Services Provider before using Services.
This Agreement and any rights or obligations hereunder may not be assigned or sublicensed by Services Provider. Any attempted assignment or transfer in violation of the foregoing shall be void and shall result in the immediate and automatic termination of this Agreement.
13.3. ENTIRE AGREEMENT
Each Party acknowledges and agrees for itself that this Agreement constitutes the entire agreement between the Parties and supersedes any prior agreement, promise, assurance, warranty, representation, understanding, undertaking or arrangement between the Parties relating to the subject matter of this Agreement, whether written or oral.
13.4. CHANGE OF CONTROL
In the event of a merger or reorganization of Services Provider, or any change in the control of Services Provider or any transfer of a substantial part of the business thereof, Services Provider shall notify Ledger in writing thereof no later than 10 days prior to the occurrence of such an event, and Ledger shall have the right to terminate the Agreement upon 5 days prior notice in such an event.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Ledger may, at any time in its discretion, change the Agreement by posting such a change on the Ledger Live Browser or by notifying Services Provider. Services Provider continued use of the Ledger Live Browser after modification of the Agreement by Ledger constitutes Services Provider’s acceptance of the changes. If Services Provider does not agree to any changes, Services Provider may terminate the Agreement.
All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, noncompete obligations, warranty disclaimers, indemnification and limitations of liability.
14. GOVERNING LAW
14.1. This Agreement, its Exhibits and the rights and obligations of the Parties hereunder or however connected with its execution, perfection, construction and performance shall be governed by and construed and interpreted in accordance with the laws of France.
14.2. Disputes arising out of or in relation with the Agreement shall be submitted to the jurisdiction of the Commercial Courts of Paris (Tribunal de Commerce de Paris).
Version in force as of 12 August 2021