[ LEDGER ] MARKET TERMS OF USE

Welcome to [ Ledger ] Market. [ Ledger ] Market is a platform that provides access to curated collaborations with artists and brands, and the ability to securely mint NFTs by connecting your Ledger device through Ledger Live. [ Ledger ] Market is developed and operated by LEDGER MARKET as identified below (“we” or “Ledger”). These Terms of Use (“Terms”) are the legally binding agreement between you (“you” or “User”) and Ledger, which governs your access and use of [ Ledger ] Market. By using [ Ledger ] Market or acquiring an NFT issued on [ Ledger ] Market, you acknowledge and accept these Terms. Our Privacy Policy and any other additional terms, guidelines and rules set forth on [ Ledger ] Market are incorporated herein by reference into these Terms and expressly acknowledged and agreed by you.

Definitions

“Issuer” means either Ledger or any third party company, creator, artist that issues an NFT on [ Ledger ] Market by any delivery method.

“NFT” means any blockchain-based non-fungible token made available by any Issuer.

“Third Party” means any artist, creator, legal entity that issues an NFT on [ Ledger ] Market by any delivery method, or that provides services, goods or experiences that are made available on [ Ledger ] Market.

“LEDGER MARKET” is a "société par actions simplifiée" (simplified joint stock company) subject to the laws of France, whose registered office is located 106 Rue du Temple, 75003 Paris, France, and in the process of being registered within the Trade and Companies Register (Registre du Commerce et des Sociétés), a fully owned subsidiary of LEDGER, a "société par actions simplifiée" (simplified joint stock company) subject to the laws of France, whose registered office is located 106 Rue du Temple, 75003 Paris, France, and registered within the Trade and Companies Register (Registre du Commerce et des Sociétés) under number 529 991 119 RCS Paris.

1. Ownership and rights

When you own an NFT issued on [ Ledger ] Market, what you own are the rights expressly granted to you by the Issuer (as provided hereunder or under additional Third Party license terms), and the right to claim the services or goods with respect to such NFT.

NFTs made available on [ Ledger ] Market may:

where expressly stated in the description of such NFTs, include access to goods, services, content and/or experiences;
be unique or part of a limited collection;
include the ability to redeem a specific number or amount of goods, services and experiences;
be subject to additional Third Party license terms.

Services and goods. Certain goods may only be granted on a “one-time” basis and certain services may be benefited from only once, subject to availability or limited in time. As an example, the “[ Ledger ] Market Pass - Genesis Edition NFT” comes with the ability to claim a limited edition black-on-black Nano X (“Nano X Redemption Right”). The “[ Ledger ] Market Pass - Genesis Edition NFT” will only entail a single Nano X Redemption Right throughout the entire lifespan of the [ Ledger ] Market Pass - Genesis Edition NFT. Therefore you will not have the right to claim a limited edition black-on-black Nano X if a prior owner of your “[ Ledger ] Market Pass - Genesis Edition NFT” has previously redeemed your NFT’s Nano X Redemption Right. Ledger does not make any representation or guarantee that you will receive any particular benefit, or achieve any particular outcome or gain any particular profit from owning an NFT. Ledger does not endorse any Issuer, artist, company, brand, or individual associated with any NFT and Ledger makes no recommendation or representation of any kind as to the potential benefits, if any, associated with any NFT, including, but not limited to, the present or future value of any NFT or the advisability of acquiring or owning any NFT.

No IP ownership. Each NFT issued on [ Ledger ] Market is associated with a certain digital artwork or other content which may be copyrighted or trademarked and which in any case, is owned by its Issuer. You acknowledge and agree that the Issuer owns all legal right, title and interest in and to any artwork, designs, drawings, photographs, logos, trademarks, copyright and any other creative material or content (“Associated Content”) that may be associated with any NFT issued on [ Ledger ] Market. The rights that you have in and to the Associated Content are limited to those described in these Terms and/or any applicable Third Party License Terms.

License applicable to all NFTs issued on [ Ledger ] Market (when there are no Third Party License Terms). Subject to your compliance with these Terms, Ledger and/or the Issuer hereby grants you a limited, non-exclusive, non-transferable, revocable license (“License”) to access, use, display and copy the Associated Content in respect of the NFT that you own for your own non-commercial personal use. You may display the Associated Content on a website or application that permits the inclusion of NFTs, including as part of a marketplace that enables the purchase and sale of NFTs, provided that such website, application or marketplace cryptographically verifies each NFT owner’s rights. As an example of authorized personal use, you may print a copy of your NFT’s Associated Content on a t-shirt for yourself or family and friends or can decide to make a painting of your NFT’s Associated Content to place on your wall at home. You agree that you may NOT, and will NOT permit any third party to, do, or attempt to do any of the following without Ledger’s and/or the Issuer’s prior written consent in each case:

Modify the Associated Content in any way, including without limitation, the shapes, designs, drawings, attributes or color schemes;
Use the Associated Content in a way that disparages Ledger or the Issuer or in connection with images, video or any other content that depicts hatred, violence, intolerance, cruelty, hate speech or otherwise infringe upon the rights of others;
Sell, distribute for commercial gain or otherwise commercialize merchandise that includes, contains or consists of the Associated Content;
Attempt to trademark, copyright or otherwise acquire additional intellectual property rights in or to the Associated Content;
Use the Associated Content to market, advertise, or sell any product or service;
Use or incorporate the Associate Content in any video or any other form of media for any other purpose than your own personal and non-commercial use;
Otherwise use the Associated Content for your or any third party’s commercial benefit;
Attempt to mint, tokenize or create any additional cryptographic token representing the Associated Content;
Falsify, misrepresent or conceal the ownership of the Associated Content for your or any third party’s benefit.

This License only applies to you to the extent that you are the owner of the NFT. If at any time you sell, trade, give away or transfer your NFT to another holder, this License shall be transferred to such holder and you will have no further rights in or to the NFT and its Associated Content. Third Party License Terms. NFTs issued on [ Ledger ] Market by a Third Party Issuer may be subject to alternative license terms that will be made available to you via [ Ledger ] Market or by any other means determined by the Issuer (“Third Party License Terms”). In the event that Third Party License Terms apply, they will apply exclusively of any other license terms including the above License. Secondary sales. You may sell your NFT on any marketplace that cryptographically verifies each NFT owner’s rights, or otherwise transfer your NFT. If you sell or transfer your NFT to another holder, you represent and warrant that you will notify the subsequent holder of the NFT of these Terms and require the subsequent holder to comply with these Terms. As a result of such sale or transfer, you will cease to have any further rights to such NFT. You acknowledge and agree that the Issuer shall receive a percentage of every secondary sale of each NFT, set by the Issuer.

2. NFT Purchase terms

Eligibility. To mint an NFT or otherwise acquire an NFT on [ Ledger ] Market you warrant and represent that you are:

At least 18 years old;
An individual acquiring an NFT for your own personal use or a third party’s personal use, provided that you are not acquiring the NFT on behalf of a legal entity or for business purposes;
NOT on any trade or economic sanctions lists, such as (but not limited to) the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”;
NOT located or a resident in any country under sanctions or subject to laws or regulations under which it is illegal;
That you fulfill any other eligibility requirements communicated to you by Ledger and/or Issuer.

Certain NFT drops may only be accessible on an “allowlist” basis and therefore available for you to mint only if you previously registered to an applicable allowlist on PREMINT or any equivalent services. If you register to an allowlist provided by a third party, you acknowledge and agree that you are subject to such third party’s terms of use (as an exemple, if you register on PREMINT, the following Terms apply).

No refund policy. All purchases are final. All purchases, as well as associated charges, are non-refundable. You are responsible for all payments, fees and costs associated with transactions involving an NFT, including without limitation the purchase price and transaction fees (e.g “gas” fees), and any other fees associated with the use of the services and/or goods with respect to your NFT. As an example, when an NFT comes with the ability to claim a physical product, the shipping costs, customs duties or other levies applicable to such physical products may not be included in the purchase price of NFTs and therefore may apply.

Gas fees. Gas fees are required to execute transactions. Such fees are paid to miners or validators for validating transactions and securing the blockchain, regardless of whether a transaction succeeds or fails. Failed transactions require computational power as much as successful transactions and therefore must be paid for to miners or validators that perform the computational work. It is your sole responsibility to pay for applicable gas fees or any other applicable transaction fees. Ledger does not set nor collect gas fees and has no responsibility in that respect.

Taxes. You are responsible for payment of all national, federal, state, local or other taxes of any jurisdiction, of whatever nature whether now in effect or imposed in the future by any national federal, state, local, international or any other governmental authority or taxing jurisdiction, including, without limitation, any income, sales, use, value-added (VAT), goods and services and other taxes and duties associated with your use of [ Ledger ] Market and your purchase of an NFT from any party.

3. Security

Connecting your wallet. DO NOT TRUST, VERIFY. You can access and use [ Ledger ] Market by connecting your wallet. Software integrity, especially when connected to the Internet, is very hard to verify. When connecting your wallet to [ Ledger ] Market, we recommend that you use a Ledger device (hardware wallet) within Ledger Live which allows you to “clear” sign transactions. Ledger’s security model relies on a trusted display. As your hardware wallet is offline, this will allow you to verify the smart contract information and related transaction data displayed on your screen without being subject to internet hackers. To learn more about “clear signing”, please read here. You are solely responsible for verifying that the information displayed on your Ledger device screen is accurate and consistent with your intention before signing a transaction. If you choose to use a software wallet supported on [ Ledger ] Market, you acknowledge and agree that software wallets are subject to hacking and that Ledger has no liability for any issues (including losses) in connection with your use of a software wallet.

Keeping your wallet credentials safe. Ledger does not have access to or store passwords, recovery phrases, seed phrases, private keys, passphrases, transaction history, PIN, or other credentials associated with your wallet. Unless you subscribe to a third-party recovery service, no one is in a position to help you retrieve wallet access. You are solely responsible for remembering, storing, and keeping your credentials in a safe and secure location, away from prying eyes. Any third party with knowledge of one or more of your recovery phrase or PIN can gain control of your private keys and therefore steal your digital assets (including your NFTs) without any possibility for you or Ledger to retrieve them. To learn more about how to use and secure your recovery phrase, we recommend that you visit ledger.com and in particular this page, or the “Learn” section in Ledger Live and our support Website here.

4. Assumption of Risks

Inherent risks with Blockchains.Transactions that you engage in via [ Ledger ] Market are confirmed and recorded on blockchain networks. Such networks are decentralized peer-to-peer networks run by independent third parties, which Ledger does not own, control or operate. We have no control over blockchain networks and, therefore, cannot and do not ensure that your transactions will be confirmed and processed. You acknowledge that Ledger does not store, send, or receive NFTs on your behalf and you agree that the transactions you configure via [ Ledger ] Market may fail, or may be substantially delayed by the underlying blockchain networks. Blockchain protocols are subject to change: upgrades to a blockchain, a hard fork or other change to the blockchain, a failure or cessation of the blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on the blockchain may have unintended, adverse effects on all blockchains using those or similar technologies, including the NFTs. Such changes may have consequences on their key characteristics including but not limited to their availability, name, security, market value or the way they operate. Ledger shall have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via [ Ledger ] Market.

Financial risks. NFT prices and markets are extremely volatile and subjective. Variations in the price of other digital assets may adversely affect the value of any digital assets you own, including NFTs, and there is no guarantee that NFTs will have or retain any value. Ledger does not represent or guarantee that you will gain any profit from acquiring an NFT. You accept and acknowledge that Ledger is not responsible for the risks involved with engaging in any transactions relating to your NFTs with third parties (e.g., transferring your NFT to a third party on a secondary marketplace).

Regulatory risks. Regulations governing blockchain technologies, cryptocurrencies and tokens are uncertain and subject to change all over the world. You accept and acknowledge that Ledger bears no responsibility in relation to changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens in any jurisdictions, or any policy affecting the use and value of your NFTs.Learn more about digital assets and the risks involved. Before using [ Ledger ] Market, we recommend that you understand and learn about digital assets and the risks involved.

5. Intellectual Property

You acknowledge and agree that, with the exception of content, documentation as well as source and object codes released or anyway made available pursuant to public license agreements, open source, MIT, or other non-proprietary license schemes used by the Ledger community, Ledger (or any of its licensors) owns all copyrights, trademarks, know-how or any other intellectual property rights in respect of the software, text, video, audio, artwork, logos, layout as well as the look and feel pertaining to [ Ledger ] Market (hereinafter the “Materials”). You may view, print and/or download a copy of proprietary Materials from [ Ledger ] Market solely for your personal, informational and/or non-commercial use, provided you comply with all copyright and other proprietary notices. The trademarks, service marks and logos of Ledger and others used on [ Ledger ] Market (“Trademarks”) are the property of Ledger and their respective owners. It is strictly prohibited to use these Trademarks without our express written authorisation or those of their owners.

6. Warranties and Liability disclaimers

Disclaimer of Warranties. YOUR USE OF [ LEDGER ] MARKET AND NFTs IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY LEDGER, [ LEDGER ] MARKET AND ANY AND ALL NFTs THAT ARE ISSUED ON [ LEDGER ] MARKET ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. LEDGER AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, REPRESENTATIVES, DIRECTORS AND AGENTS (COLLECTIVELY, “REPRESENTATIVES”) MAKE NO WARRANTY THAT [LEDGER ] MARKET OR ANY NFTs (I) WILL MEET YOUR REQUIREMENTS, (II) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF [LEDGER ] MARKET OR ANY NFTs WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF [LEDGER ] MARKET OR ANY NFTs, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH [LEDGER ] MARKET WILL MEET YOUR EXPECTATIONS. LEDGER DOES NOT REPRESENT OR WARRANT THAT [ LEDGER ] MARKET CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

Limitation of Liability. NOTHING IN THESE TERMS LIMITS LEDGER’S LIABILITY FOR (A) FRAUD, WILFUL MISCONDUCT OR GROSS NEGLIGENCE; (B) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; OR (C) ANY LIABILITY THAT CANNOT BE EXCLUDED BY LAW. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

LEDGER, ITS AFFILIATES, OFFICERS, REPRESENTATIVES, DIRECTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) THE USE OR INABILITY TO USE [ LEDGER] MARKET (II) ANY CHANGES MADE TO [ LEDGER] MARKET OR ANY SUSPENSION OR CESSATION OF [ LEDGER] MARKET OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH [ LEDGER] MARKET;
IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF LEDGER ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF [ LEDGER ] MARKET OR ANY NFTS EXCEED THE GREATER OF (1) $100 OR (2) THE AMOUNTS RECEIVED BY LEDGER AND PAID BY YOU IN RELATION TO NFTS THAT ARE THE SUBJECT OF THE CLAIM.

7. Indemnification

To the extent allowed by applicable law, you will indemnify and hold harmless Ledger and its affiliates, directors, officers, representatives, employees, and agents from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with any breach of these Terms or your unauthorized use of [ Ledger ] Market, your NFTs or Associated Content.

8. Termination rights

You agree that Ledger, in its sole discretion, may suspend or terminate your access or use of [ Ledger ] Market and remove and discard any content within [ Ledger ] Market, for any reason, including, without limitation, if Ledger believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for termination of your use of [ Ledger ] Market and may be referred to appropriate law enforcement authorities. Ledger may also in its sole discretion and at any time discontinue access to [ Ledger ] Market, or any part thereof, with or without notice. You agree that any termination of your access to [ Ledger ] Market under any provision of these Terms may be effected without prior notice and that Ledger will not be liable to you or any third party for any termination of such access.

9. Changes

We reserve the right to modify these Terms from time to time. We will make the updated Terms available on [ Ledger ] Market and update the “Last Updated” date at the beginning of the Terms accordingly. Please check the Terms periodically for changes. Any changes to the Terms will apply on the date that they are made and your continued use of [ Ledger ] Market will constitute your acceptance of the updated Terms.

10. Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of France, without regard to conflict of laws principles. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by the appropriate courts of Paris, France.

11. Miscellaneous

If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be enforced to the maximum extent permitted by law and otherwise deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. You agree that Ledger’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You may not assign these Terms without the prior written consent of Ledger, but Ledger may assign or transfer these Terms, in whole or in part, without restriction.

The Ledger Conditions have been translated and made available into different languages. Notwithstanding their translation, you agree that, in the event of a dispute arising out of or relating to the Ledger Conditions, only the English version of the Ledger Conditions shall be referred to and prevail.