2: CeCILL FREE SOFTWARE LICENSE AGREEMENT
7: This Agreement is a Free Software license agreement that is the result
8: of discussions between its authors in order to ensure compliance with
9: the two main principles guiding its drafting:
11: * firstly, compliance with the principles governing the distribution
12: of Free Software: access to source code, broad rights granted to
14: * secondly, the election of a governing law, French law, with which
15: it is conformant, both as regards the law of torts and
16: intellectual property law, and the protection that it offers to
17: both authors and holders of the economic rights over software.
19: The authors of the CeCILL (for Ce[a] C[nrs] I[nria] L[ogiciel] L[ibre])
20: license are:
22: Commissariat à l'Energie Atomique - CEA, a public scientific, technical
23: and industrial research establishment, having its principal place of
24: business at 25 rue Leblanc, immeuble Le Ponant D, 75015 Paris, France.
26: Centre National de la Recherche Scientifique - CNRS, a public scientific
27: and technological establishment, having its principal place of business
28: at 3 rue Michel-Ange, 75794 Paris cedex 16, France.
30: Institut National de Recherche en Informatique et en Automatique -
31: INRIA, a public scientific and technological establishment, having its
32: principal place of business at Domaine de Voluceau, Rocquencourt, BP
33: 105, 78153 Le Chesnay cedex, France.
38: The purpose of this Free Software license agreement is to grant users
39: the right to modify and redistribute the software governed by this
40: license within the framework of an open source distribution model.
42: The exercising of these rights is conditional upon certain obligations
43: for users so as to preserve this status for all subsequent redistributions.
45: In consideration of access to the source code and the rights to copy,
46: modify and redistribute granted by the license, users are provided only
47: with a limited warranty and the software's author, the holder of the
48: economic rights, and the successive licensors only have limited liability.
50: In this respect, the risks associated with loading, using, modifying
51: and/or developing or reproducing the software by the user are brought to
52: the user's attention, given its Free Software status, which may make it
53: complicated to use, with the result that its use is reserved for
54: developers and experienced professionals having in-depth computer
55: knowledge. Users are therefore encouraged to load and test the
56: suitability of the software as regards their requirements in conditions
57: enabling the security of their systems and/or data to be ensured and,
58: more generally, to use and operate it in the same conditions of
59: security. This Agreement may be freely reproduced and published,
60: provided it is not altered, and that no provisions are either added or
61: removed herefrom.
63: This Agreement may apply to any or all software for which the holder of
64: the economic rights decides to submit the use thereof to its provisions.
67: Article 1 - DEFINITIONS
69: For the purpose of this Agreement, when the following expressions
70: commence with a capital letter, they shall have the following meaning:
72: Agreement: means this license agreement, and its possible subsequent
73: versions and annexes.
75: Software: means the software in its Object Code and/or Source Code form
76: and, where applicable, its documentation, "as is" when the Licensee
77: accepts the Agreement.
79: Initial Software: means the Software in its Source Code and possibly its
80: Object Code form and, where applicable, its documentation, "as is" when
81: it is first distributed under the terms and conditions of the Agreement.
83: Modified Software: means the Software modified by at least one
86: Source Code: means all the Software's instructions and program lines to
87: which access is required so as to modify the Software.
89: Object Code: means the binary files originating from the compilation of
90: the Source Code.
92: Holder: means the holder(s) of the economic rights over the Initial
95: Licensee: means the Software user(s) having accepted the Agreement.
97: Contributor: means a Licensee having made at least one Contribution.
99: Licensor: means the Holder, or any other individual or legal entity, who
100: distributes the Software under the Agreement.
102: Contribution: means any or all modifications, corrections, translations,
103: adaptations and/or new functions integrated into the Software by any or
104: all Contributors, as well as any or all Internal Modules.
106: Module: means a set of sources files including their documentation that
107: enables supplementary functions or services in addition to those offered
108: by the Software.
110: External Module: means any or all Modules, not derived from the
111: Software, so that this Module and the Software run in separate address
112: spaces, with one calling the other when they are run.
114: Internal Module: means any or all Module, connected to the Software so
115: that they both execute in the same address space.
117: GNU GPL: means the GNU General Public License version 2 or any
118: subsequent version, as published by the Free Software Foundation Inc.
120: Parties: mean both the Licensee and the Licensor.
122: These expressions may be used both in singular and plural form.
125: Article 2 - PURPOSE
127: The purpose of the Agreement is the grant by the Licensor to the
128: Licensee of a non-exclusive, transferable and worldwide license for the
129: Software as set forth in Article 5 hereinafter for the whole term of the
130: protection granted by the rights over said Software.
133: Article 3 - ACCEPTANCE
135: 3.1 The Licensee shall be deemed as having accepted the terms and
136: conditions of this Agreement upon the occurrence of the first of the
137: following events:
139: * (i) loading the Software by any or all means, notably, by
140: downloading from a remote server, or by loading from a physical
142: * (ii) the first time the Licensee exercises any of the rights
143: granted hereunder.
145: 3.2 One copy of the Agreement, containing a notice relating to the
146: characteristics of the Software, to the limited warranty, and to the
147: fact that its use is restricted to experienced users has been provided
148: to the Licensee prior to its acceptance as set forth in Article 3.1
149: hereinabove, and the Licensee hereby acknowledges that it has read and
150: understood it.
153: Article 4 - EFFECTIVE DATE AND TERM
156: 4.1 EFFECTIVE DATE
158: The Agreement shall become effective on the date when it is accepted by
159: the Licensee as set forth in Article 3.1.
162: 4.2 TERM
164: The Agreement shall remain in force for the entire legal term of
165: protection of the economic rights over the Software.
168: Article 5 - SCOPE OF RIGHTS GRANTED
170: The Licensor hereby grants to the Licensee, who accepts, the following
171: rights over the Software for any or all use, and for the term of the
172: Agreement, on the basis of the terms and conditions set forth hereinafter.
174: Besides, if the Licensor owns or comes to own one or more patents
175: protecting all or part of the functions of the Software or of its
176: components, the Licensor undertakes not to enforce the rights granted by
177: these patents against successive Licensees using, exploiting or
178: modifying the Software. If these patents are transferred, the Licensor
179: undertakes to have the transferees subscribe to the obligations set
180: forth in this paragraph.
183: 5.1 RIGHT OF USE
185: The Licensee is authorized to use the Software, without any limitation
186: as to its fields of application, with it being hereinafter specified
187: that this comprises:
189: 1. permanent or temporary reproduction of all or part of the Software
190: by any or all means and in any or all form.
192: 2. loading, displaying, running, or storing the Software on any or
193: all medium.
195: 3. entitlement to observe, study or test its operation so as to
196: determine the ideas and principles behind any or all constituent
197: elements of said Software. This shall apply when the Licensee
198: carries out any or all loading, displaying, running, transmission
199: or storage operation as regards the Software, that it is entitled
200: to carry out hereunder.
203: 5.2 ENTITLEMENT TO MAKE CONTRIBUTIONS
205: The right to make Contributions includes the right to translate, adapt,
206: arrange, or make any or all modifications to the Software, and the right
207: to reproduce the resulting software.
209: The Licensee is authorized to make any or all Contributions to the
210: Software provided that it includes an explicit notice that it is the
211: author of said Contribution and indicates the date of the creation thereof.
214: 5.3 RIGHT OF DISTRIBUTION
216: In particular, the right of distribution includes the right to publish,
217: transmit and communicate the Software to the general public on any or
218: all medium, and by any or all means, and the right to market, either in
219: consideration of a fee, or free of charge, one or more copies of the
220: Software by any means.
222: The Licensee is further authorized to distribute copies of the modified
223: or unmodified Software to third parties according to the terms and
224: conditions set forth hereinafter.
227: 5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION
229: The Licensee is authorized to distribute true copies of the Software in
230: Source Code or Object Code form, provided that said distribution
231: complies with all the provisions of the Agreement and is accompanied by:
233: 1. a copy of the Agreement,
235: 2. a notice relating to the limitation of both the Licensor's
236: warranty and liability as set forth in Articles 8 and 9,
238: and that, in the event that only the Object Code of the Software is
239: redistributed, the Licensee allows future Licensees unhindered access to
240: the full Source Code of the Software by indicating how to access it, it
241: being understood that the additional cost of acquiring the Source Code
242: shall not exceed the cost of transferring the data.
245: 5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE
247: When the Licensee makes a Contribution to the Software, the terms and
248: conditions for the distribution of the resulting Modified Software
249: become subject to all the provisions of this Agreement.
251: The Licensee is authorized to distribute the Modified Software, in
252: source code or object code form, provided that said distribution
253: complies with all the provisions of the Agreement and is accompanied by:
255: 1. a copy of the Agreement,
257: 2. a notice relating to the limitation of both the Licensor's
258: warranty and liability as set forth in Articles 8 and 9,
260: and that, in the event that only the object code of the Modified
261: Software is redistributed, the Licensee allows future Licensees
262: unhindered access to the full source code of the Modified Software by
263: indicating how to access it, it being understood that the additional
264: cost of acquiring the source code shall not exceed the cost of
265: transferring the data.
268: 5.3.3 DISTRIBUTION OF EXTERNAL MODULES
270: When the Licensee has developed an External Module, the terms and
271: conditions of this Agreement do not apply to said External Module, that
272: may be distributed under a separate license agreement.
275: 5.3.4 COMPATIBILITY WITH THE GNU GPL
277: The Licensee can include a code that is subject to the provisions of one
278: of the versions of the GNU GPL in the Modified or unmodified Software,
279: and distribute that entire code under the terms of the same version of
280: the GNU GPL.
282: The Licensee can include the Modified or unmodified Software in a code
283: that is subject to the provisions of one of the versions of the GNU GPL,
284: and distribute that entire code under the terms of the same version of
285: the GNU GPL.
288: Article 6 - INTELLECTUAL PROPERTY
291: 6.1 OVER THE INITIAL SOFTWARE
293: The Holder owns the economic rights over the Initial Software. Any or
294: all use of the Initial Software is subject to compliance with the terms
295: and conditions under which the Holder has elected to distribute its work
296: and no one shall be entitled to modify the terms and conditions for the
297: distribution of said Initial Software.
299: The Holder undertakes that the Initial Software will remain ruled at
300: least by this Agreement, for the duration set forth in Article 4.2.
303: 6.2 OVER THE CONTRIBUTIONS
305: The Licensee who develops a Contribution is the owner of the
306: intellectual property rights over this Contribution as defined by
307: applicable law.
310: 6.3 OVER THE EXTERNAL MODULES
312: The Licensee who develops an External Module is the owner of the
313: intellectual property rights over this External Module as defined by
314: applicable law and is free to choose the type of agreement that shall
315: govern its distribution.
318: 6.4 JOINT PROVISIONS
320: The Licensee expressly undertakes:
322: 1. not to remove, or modify, in any manner, the intellectual property
323: notices attached to the Software;
325: 2. to reproduce said notices, in an identical manner, in the copies
326: of the Software modified or not.
328: The Licensee undertakes not to directly or indirectly infringe the
329: intellectual property rights of the Holder and/or Contributors on the
330: Software and to take, where applicable, vis-à-vis its staff, any and all
331: measures required to ensure respect of said intellectual property rights
332: of the Holder and/or Contributors.
335: Article 7 - RELATED SERVICES
337: 7.1 Under no circumstances shall the Agreement oblige the Licensor to
338: provide technical assistance or maintenance services for the Software.
340: However, the Licensor is entitled to offer this type of services. The
341: terms and conditions of such technical assistance, and/or such
342: maintenance, shall be set forth in a separate instrument. Only the
343: Licensor offering said maintenance and/or technical assistance services
344: shall incur liability therefor.
346: 7.2 Similarly, any Licensor is entitled to offer to its licensees, under
347: its sole responsibility, a warranty, that shall only be binding upon
348: itself, for the redistribution of the Software and/or the Modified
349: Software, under terms and conditions that it is free to decide. Said
350: warranty, and the financial terms and conditions of its application,
351: shall be subject of a separate instrument executed between the Licensor
352: and the Licensee.
355: Article 8 - LIABILITY
357: 8.1 Subject to the provisions of Article 8.2, the Licensee shall be
358: entitled to claim compensation for any direct loss it may have suffered
359: from the Software as a result of a fault on the part of the relevant
360: Licensor, subject to providing evidence thereof.
362: 8.2 The Licensor's liability is limited to the commitments made under
363: this Agreement and shall not be incurred as a result of in particular:
364: (i) loss due the Licensee's total or partial failure to fulfill its
365: obligations, (ii) direct or consequential loss that is suffered by the
366: Licensee due to the use or performance of the Software, and (iii) more
367: generally, any consequential loss. In particular the Parties expressly
368: agree that any or all pecuniary or business loss (i.e. loss of data,
369: loss of profits, operating loss, loss of customers or orders,
370: opportunity cost, any disturbance to business activities) or any or all
371: legal proceedings instituted against the Licensee by a third party,
372: shall constitute consequential loss and shall not provide entitlement to
373: any or all compensation from the Licensor.
376: Article 9 - WARRANTY
378: 9.1 The Licensee acknowledges that the scientific and technical
379: state-of-the-art when the Software was distributed did not enable all
380: possible uses to be tested and verified, nor for the presence of
381: possible defects to be detected. In this respect, the Licensee's
382: attention has been drawn to the risks associated with loading, using,
383: modifying and/or developing and reproducing the Software which are
384: reserved for experienced users.
386: The Licensee shall be responsible for verifying, by any or all means,
387: the suitability of the product for its requirements, its good working
388: order, and for ensuring that it shall not cause damage to either persons
389: or properties.
391: 9.2 The Licensor hereby represents, in good faith, that it is entitled
392: to grant all the rights over the Software (including in particular the
393: rights set forth in Article 5).
395: 9.3 The Licensee acknowledges that the Software is supplied "as is" by
396: the Licensor without any other express or tacit warranty, other than
397: that provided for in Article 9.2 and, in particular, without any warranty
398: as to its commercial value, its secured, safe, innovative or relevant
401: Specifically, the Licensor does not warrant that the Software is free
402: from any error, that it will operate without interruption, that it will
403: be compatible with the Licensee's own equipment and software
404: configuration, nor that it will meet the Licensee's requirements.
406: 9.4 The Licensor does not either expressly or tacitly warrant that the
407: Software does not infringe any third party intellectual property right
408: relating to a patent, software or any other property right. Therefore,
409: the Licensor disclaims any and all liability towards the Licensee
410: arising out of any or all proceedings for infringement that may be
411: instituted in respect of the use, modification and redistribution of the
412: Software. Nevertheless, should such proceedings be instituted against
413: the Licensee, the Licensor shall provide it with technical and legal
414: assistance for its defense. Such technical and legal assistance shall be
415: decided on a case-by-case basis between the relevant Licensor and the
416: Licensee pursuant to a memorandum of understanding. The Licensor
417: disclaims any and all liability as regards the Licensee's use of the
418: name of the Software. No warranty is given as regards the existence of
419: prior rights over the name of the Software or as regards the existence
420: of a trademark.
423: Article 10 - TERMINATION
425: 10.1 In the event of a breach by the Licensee of its obligations
426: hereunder, the Licensor may automatically terminate this Agreement
427: thirty (30) days after notice has been sent to the Licensee and has
428: remained ineffective.
430: 10.2 A Licensee whose Agreement is terminated shall no longer be
431: authorized to use, modify or distribute the Software. However, any
432: licenses that it may have granted prior to termination of the Agreement
433: shall remain valid subject to their having been granted in compliance
434: with the terms and conditions hereof.
437: Article 11 - MISCELLANEOUS
440: 11.1 EXCUSABLE EVENTS
442: Neither Party shall be liable for any or all delay, or failure to
443: perform the Agreement, that may be attributable to an event of force
444: majeure, an act of God or an outside cause, such as defective
445: functioning or interruptions of the electricity or telecommunications
446: networks, network paralysis following a virus attack, intervention by
447: government authorities, natural disasters, water damage, earthquakes,
448: fire, explosions, strikes and labor unrest, war, etc.
450: 11.2 Any failure by either Party, on one or more occasions, to invoke
451: one or more of the provisions hereof, shall under no circumstances be
452: interpreted as being a waiver by the interested Party of its right to
453: invoke said provision(s) subsequently.
455: 11.3 The Agreement cancels and replaces any or all previous agreements,
456: whether written or oral, between the Parties and having the same
457: purpose, and constitutes the entirety of the agreement between said
458: Parties concerning said purpose. No supplement or modification to the
459: terms and conditions hereof shall be effective as between the Parties
460: unless it is made in writing and signed by their duly authorized
463: 11.4 In the event that one or more of the provisions hereof were to
464: conflict with a current or future applicable act or legislative text,
465: said act or legislative text shall prevail, and the Parties shall make
466: the necessary amendments so as to comply with said act or legislative
467: text. All other provisions shall remain effective. Similarly, invalidity
468: of a provision of the Agreement, for any reason whatsoever, shall not
469: cause the Agreement as a whole to be invalid.
472: 11.5 LANGUAGE
474: The Agreement is drafted in both French and English and both versions
475: are deemed authentic.
478: Article 12 - NEW VERSIONS OF THE AGREEMENT
480: 12.1 Any person is authorized to duplicate and distribute copies of this
483: 12.2 So as to ensure coherence, the wording of this Agreement is
484: protected and may only be modified by the authors of the License, who
485: reserve the right to periodically publish updates or new versions of the
486: Agreement, each with a separate number. These subsequent versions may
487: address new issues encountered by Free Software.
489: 12.3 Any Software distributed under a given version of the Agreement may
490: only be subsequently distributed under the same version of the Agreement
491: or a subsequent version, subject to the provisions of Article 5.3.4.
494: Article 13 - GOVERNING LAW AND JURISDICTION
496: 13.1 The Agreement is governed by French law. The Parties agree to
497: endeavor to seek an amicable solution to any disagreements or disputes
498: that may arise during the performance of the Agreement.
500: 13.2 Failing an amicable solution within two (2) months as from their
501: occurrence, and unless emergency proceedings are necessary, the
502: disagreements or disputes shall be referred to the Paris Courts having
503: jurisdiction, by the more diligent Party.
506: Version 2.0 dated 2006-09-05.
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