v.1.0
The purpose of this license agreement (the “License”) is to enable the holder of economic rights (the “Licensor”) on a software (the “Software”) to open safely its source code (the “Source Code”) in order to allow its observation and study by the community (the “Audit Purpose”) and its potential adaptation, compilation and loading for the Licensee’s own needs strictly for use on the Licensor’s devices only (the “Personal Compilation Purpose”).
Under this Licence, the Licensor grants to you and the entity on behalf of which you may act (altogether where relevant, the “Licensee”) the necessary rights to pursue the Audit Purpose and the Personal Compilation Purpose.
This License may apply to any Software for which the Licensor decides to submit the use thereof to its provisions. This will allow everyone who wishes to do so to determine the ideas and principles behind any or all constituent elements of all covered Software.
1.1 Subject to the Licensee’s compliance with the terms and conditions provided in the License, the Licensor hereby grants to the Licensee, under its sole copyrights (excluding especially trademark and patent rights), the right to: (i) reproduce the Source Code of the Software for the sole Audit Purpose. (ii) reproduce and potentially adapt the Source Code of the Software to develop derivative elements that will be used, compiled and loaded by the Licensee only for its own needs, solely and exclusively on or in combination with the hardware and software products of the Licensor.
1.2 No other use of the Source Code and of the Software, especially any commercial use, is allowed under the License. All other rights on the Source Code and the Software are reserved by the Licensor. This License does not grant permission to use the patents, designs, trade names, trademarks, service marks, logos or product names of the Licensor.
1.3 This License is granted: (i) royalty-free; (ii) on a non-exclusivity basis; (iii) without any right to sublicense and any possibility to transfer; (iv) worldwide; (v) for the duration of the economic copyrights on the Source Code, unless it is terminated beforehand under the provisions of “Termination” Article hereunder.
1.4 Nothing in this Licence is intended to deprive the Licensee of the benefits from any exception or limitation to the exclusive rights on the Source Code and the Software, from the exhaustion of those rights or from other applicable limitations thereto.
1.5 The Licensee undertakes not to remove or modify, in any manner, any notice that may be inserted or attached to the Source Code and the Software (such as intellectual property rights notices and disclaimers of warranty or of limitations of liability).
2.1 Licensees can provide the Licensor with any comment on the Source Code to improve it.
2.2 The Licensor does not however warrant that it will be able to study all comments, nor does it undertake to take them into consideration or to remedy the issues reported.
3.1 The License shall become effective on the date when it is expressly or implied accepted by the Licensee.
3.2 By explicitly accepting it or by accessing the Source Code and exercising any of the rights granted hereunder, every Licensee shall be deemed as having accepted the terms and conditions of this License.
3.3 The License shall remain in force for the entire legal term of protection of the economic copyrights over the Software, unless it is terminated beforehand under the provisions of the “Termination” Article hereunder.
4.1 THERE IS NO WARRANTY FOR THE SOFTWARE AND THE SOURCE CODE, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE SOURCE CODE IS LICENSED “AS-IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED, IMPLIED OR STATUTORY, ESPECIALLY REGARDING THE ABSENCE OF DEFECTS OR ERRORS, FITNESS FOR THE AUTHORIZED PURPOSES AND NON-INFRINGEMENT.
4.2 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, EXCEPT IN THE CASES OF WILFUL MISCONDUCT OR DAMAGES DIRECTLY CAUSED TO NATURAL PERSONS WHERE AND TO THE MINIMUM EXTENT NECESSARY APPLICABLE LAW PROHIBITS SUCH LIMITATION, SHALL THE LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, EITHER MATERIAL OR MORAL, DAMAGES OF ANY KIND, ARISING OUT OF THE LICENSE AND OF THE USE OF THE SOURCE CODE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE (INCLUDING WITHOUT LIMITATION PECUNIARY OR BUSINESS LOSS, COMPUTER FAILING OR MALFUNCTION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, OPERATING LOSS, LOSS OF CUSTOMERS OR ORDERS, LOSS OF OPPORTUNITY COST, WORK STOPPAGE AND ANY OTHER DISTURBANCE TO BUSINESS ACTIVITIES AND COSTS ASSOCIATED TO ANY LEGAL PROCEEDINGS INSTITUTED AGAINST THE LICENSEE BY A THIRD PARTY).
4.3 REGARDLESS OF ANY OTHER PROVISION IN OTHER AGREEMENTS BETWEEN THE LICENSEE AND THE LICENSOR, IF THE LICENSEE ADAPT THE SOURCE CODE UNDER THIS LICENSE, THE LICENSOR WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, EITHER MATERIAL OR MORAL, DAMAGES OF ANY KIND, ARISING OUT OF THE USE OF THE SOURCE CODE THUS ADAPTED AND ITS CONSEQUENCES ON THE FUNCTIONING OF THE LICENSOR’S HARDWARE AND SOFTWARE PRODUCTS.
4.4 This disclaimer of warranty and limitation of liability is an essential part of the Licence and a condition for the granting of rights provided herein. If such disclaimer cannot be given local effect according to local applicable laws, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the Source Code and the Software.
4.5 Neither party shall be liable for any or all delay, or failure to perform the License, that may be attributable to an event of force majeure, an act of God or an outside cause, such as defective functioning or interruptions of the electricity or telecommunications networks, network paralysis following a virus attack, intervention by government authorities, natural disasters, water damage, earthquakes, fire, explosions, strikes and labor unrest, war, etc.
5.1 The License shall terminate if the Licensee fails to comply with any of the material terms or conditions of this License and does not cure such failure in a reasonable period of time after becoming aware of such non-compliance.
5.2 The Licensor or its successor may decide to terminate this License at any moment thirty (30) days after notice has been published on its website and/or conveyed through other means such as the one used to convey the License.
5.3 After termination of the License, the Licensee is no longer authorized to use the Source Code. Any terms of this License, which are by their nature intended to continue to apply after this termination for whatever reason, will remain valid and enforceable against the parties.
6.1 The Licensor reserves the right to periodically publish updates or new versions of the License, each with a unique version number. Each new version of the License will be applicable immediately to new Licensees and thirty (30) days after notice has been published on the Licensor’s website and/or conveyed through other means such as the one used to convey the License for other Licensees.
6.2 Any person is authorized to reproduce and distribute unmodified copies of this License for any of its software aimed to be licensed under the same terms and conditions.
7.1 Any failure by either the Licensee or the Licensor, on one or more occasions, to invoke one or more of the provisions hereof, shall under no circumstances be interpreted as being a waiver by the interested party of its right to invoke said provision(s) subsequently.
7.2 In the event that one or more of the provisions hereof were to conflict with a current or future applicable regulation or were to be found by any court of competent jurisdiction or other competent authority to be invalid or unenforceable in whole or in part, this will not affect the validity or the enforceability of the License as a whole, which will continue to be valid and enforceable as to the other provisions and the remainder of the affected provision. Such provision will be construed or reformed to the minimum extent necessary to make it valid and unenforceable.
8.1 The License is governed by the law of Licensor’s registered office.
8.2 The parties agree to make their best efforts to seek an amicable solution to any disagreements or disputes that may arise pertaining to the License, the Source Code and the Software.
8.3 ANY DISPUTE IN RELATION TO THE VALIDITY, THE INTERPRETATION OR THE PERFORMANCE OF THE LICENSE FOR WHICH NO AMICABLE SOLUTION WAS FOUND SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION WHERE LICENSOR’S OFFICE IS REGISTERED, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS OR ACTION ON A WARRANTY, FOR URGENT RULING PROCEDURES OR PROCEDURES FOR PRECAUTIONARY MEASURES.
Licensor: Ledger SAS