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1 2CeCILL FREE SOFTWARE LICENSE AGREEMENT 3 4 5 Notice 6 7This Agreement is a Free Software license agreement that is the result 8of discussions between its authors in order to ensure compliance with 9the two main principles guiding its drafting: 10 11 * firstly, compliance with the principles governing the distribution 12 of Free Software: access to source code, broad rights granted to 13 users, 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. 18 19The authors of the CeCILL (for Ce[a] C[nrs] I[nria] L[ogiciel] L[ibre]) 20license are: 21 22Commissariat ? l'Energie Atomique - CEA, a public scientific, technical 23and industrial research establishment, having its principal place of 24business at 25 rue Leblanc, immeuble Le Ponant D, 75015 Paris, France. 25 26Centre National de la Recherche Scientifique - CNRS, a public scientific 27and technological establishment, having its principal place of business 28at 3 rue Michel-Ange, 75794 Paris cedex 16, France. 29 30Institut National de Recherche en Informatique et en Automatique - 31INRIA, a public scientific and technological establishment, having its 32principal place of business at Domaine de Voluceau, Rocquencourt, BP 33105, 78153 Le Chesnay cedex, France. 34 35 36 Preamble 37 38The purpose of this Free Software license agreement is to grant users 39the right to modify and redistribute the software governed by this 40license within the framework of an open source distribution model. 41 42The exercising of these rights is conditional upon certain obligations 43for users so as to preserve this status for all subsequent redistributions. 44 45In consideration of access to the source code and the rights to copy, 46modify and redistribute granted by the license, users are provided only 47with a limited warranty and the software's author, the holder of the 48economic rights, and the successive licensors only have limited liability. 49 50In this respect, the risks associated with loading, using, modifying 51and/or developing or reproducing the software by the user are brought to 52the user's attention, given its Free Software status, which may make it 53complicated to use, with the result that its use is reserved for 54developers and experienced professionals having in-depth computer 55knowledge. Users are therefore encouraged to load and test the 56suitability of the software as regards their requirements in conditions 57enabling the security of their systems and/or data to be ensured and, 58more generally, to use and operate it in the same conditions of 59security. This Agreement may be freely reproduced and published, 60provided it is not altered, and that no provisions are either added or 61removed herefrom. 62 63This Agreement may apply to any or all software for which the holder of 64the economic rights decides to submit the use thereof to its provisions. 65 66 67 Article 1 - DEFINITIONS 68 69For the purpose of this Agreement, when the following expressions 70commence with a capital letter, they shall have the following meaning: 71 72Agreement: means this license agreement, and its possible subsequent 73versions and annexes. 74 75Software: means the software in its Object Code and/or Source Code form 76and, where applicable, its documentation, "as is" when the Licensee 77accepts the Agreement. 78 79Initial Software: means the Software in its Source Code and possibly its 80Object Code form and, where applicable, its documentation, "as is" when 81it is first distributed under the terms and conditions of the Agreement. 82 83Modified Software: means the Software modified by at least one 84Contribution. 85 86Source Code: means all the Software's instructions and program lines to 87which access is required so as to modify the Software. 88 89Object Code: means the binary files originating from the compilation of 90the Source Code. 91 92Holder: means the holder(s) of the economic rights over the Initial 93Software. 94 95Licensee: means the Software user(s) having accepted the Agreement. 96 97Contributor: means a Licensee having made at least one Contribution. 98 99Licensor: means the Holder, or any other individual or legal entity, who 100distributes the Software under the Agreement. 101 102Contribution: means any or all modifications, corrections, translations, 103adaptations and/or new functions integrated into the Software by any or 104all Contributors, as well as any or all Internal Modules. 105 106Module: means a set of sources files including their documentation that 107enables supplementary functions or services in addition to those offered 108by the Software. 109 110External Module: means any or all Modules, not derived from the 111Software, so that this Module and the Software run in separate address 112spaces, with one calling the other when they are run. 113 114Internal Module: means any or all Module, connected to the Software so 115that they both execute in the same address space. 116 117GNU GPL: means the GNU General Public License version 2 or any 118subsequent version, as published by the Free Software Foundation Inc. 119 120Parties: mean both the Licensee and the Licensor. 121 122These expressions may be used both in singular and plural form. 123 124 125 Article 2 - PURPOSE 126 127The purpose of the Agreement is the grant by the Licensor to the 128Licensee of a non-exclusive, transferable and worldwide license for the 129Software as set forth in Article 5 hereinafter for the whole term of the 130protection granted by the rights over said Software. 131 132 133 Article 3 - ACCEPTANCE 134 1353.1 The Licensee shall be deemed as having accepted the terms and 136conditions of this Agreement upon the occurrence of the first of the 137following events: 138 139 * (i) loading the Software by any or all means, notably, by 140 downloading from a remote server, or by loading from a physical 141 medium; 142 * (ii) the first time the Licensee exercises any of the rights 143 granted hereunder. 144 1453.2 One copy of the Agreement, containing a notice relating to the 146characteristics of the Software, to the limited warranty, and to the 147fact that its use is restricted to experienced users has been provided 148to the Licensee prior to its acceptance as set forth in Article 3.1 149hereinabove, and the Licensee hereby acknowledges that it has read and 150understood it. 151 152 153 Article 4 - EFFECTIVE DATE AND TERM 154 155 156 4.1 EFFECTIVE DATE 157 158The Agreement shall become effective on the date when it is accepted by 159the Licensee as set forth in Article 3.1. 160 161 162 4.2 TERM 163 164The Agreement shall remain in force for the entire legal term of 165protection of the economic rights over the Software. 166 167 168 Article 5 - SCOPE OF RIGHTS GRANTED 169 170The Licensor hereby grants to the Licensee, who accepts, the following 171rights over the Software for any or all use, and for the term of the 172Agreement, on the basis of the terms and conditions set forth hereinafter. 173 174Besides, if the Licensor owns or comes to own one or more patents 175protecting all or part of the functions of the Software or of its 176components, the Licensor undertakes not to enforce the rights granted by 177these patents against successive Licensees using, exploiting or 178modifying the Software. If these patents are transferred, the Licensor 179undertakes to have the transferees subscribe to the obligations set 180forth in this paragraph. 181 182 183 5.1 RIGHT OF USE 184 185The Licensee is authorized to use the Software, without any limitation 186as to its fields of application, with it being hereinafter specified 187that this comprises: 188 189 1. permanent or temporary reproduction of all or part of the Software 190 by any or all means and in any or all form. 191 192 2. loading, displaying, running, or storing the Software on any or 193 all medium. 194 195 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. 201 202 203 5.2 ENTITLEMENT TO MAKE CONTRIBUTIONS 204 205The right to make Contributions includes the right to translate, adapt, 206arrange, or make any or all modifications to the Software, and the right 207to reproduce the resulting software. 208 209The Licensee is authorized to make any or all Contributions to the 210Software provided that it includes an explicit notice that it is the 211author of said Contribution and indicates the date of the creation thereof. 212 213 214 5.3 RIGHT OF DISTRIBUTION 215 216In particular, the right of distribution includes the right to publish, 217transmit and communicate the Software to the general public on any or 218all medium, and by any or all means, and the right to market, either in 219consideration of a fee, or free of charge, one or more copies of the 220Software by any means. 221 222The Licensee is further authorized to distribute copies of the modified 223or unmodified Software to third parties according to the terms and 224conditions set forth hereinafter. 225 226 227 5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION 228 229The Licensee is authorized to distribute true copies of the Software in 230Source Code or Object Code form, provided that said distribution 231complies with all the provisions of the Agreement and is accompanied by: 232 233 1. a copy of the Agreement, 234 235 2. a notice relating to the limitation of both the Licensor's 236 warranty and liability as set forth in Articles 8 and 9, 237 238and that, in the event that only the Object Code of the Software is 239redistributed, the Licensee allows future Licensees unhindered access to 240the full Source Code of the Software by indicating how to access it, it 241being understood that the additional cost of acquiring the Source Code 242shall not exceed the cost of transferring the data. 243 244 245 5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE 246 247When the Licensee makes a Contribution to the Software, the terms and 248conditions for the distribution of the resulting Modified Software 249become subject to all the provisions of this Agreement. 250 251The Licensee is authorized to distribute the Modified Software, in 252source code or object code form, provided that said distribution 253complies with all the provisions of the Agreement and is accompanied by: 254 255 1. a copy of the Agreement, 256 257 2. a notice relating to the limitation of both the Licensor's 258 warranty and liability as set forth in Articles 8 and 9, 259 260and that, in the event that only the object code of the Modified 261Software is redistributed, the Licensee allows future Licensees 262unhindered access to the full source code of the Modified Software by 263indicating how to access it, it being understood that the additional 264cost of acquiring the source code shall not exceed the cost of 265transferring the data. 266 267 268 5.3.3 DISTRIBUTION OF EXTERNAL MODULES 269 270When the Licensee has developed an External Module, the terms and 271conditions of this Agreement do not apply to said External Module, that 272may be distributed under a separate license agreement. 273 274 275 5.3.4 COMPATIBILITY WITH THE GNU GPL 276 277The Licensee can include a code that is subject to the provisions of one 278of the versions of the GNU GPL in the Modified or unmodified Software, 279and distribute that entire code under the terms of the same version of 280the GNU GPL. 281 282The Licensee can include the Modified or unmodified Software in a code 283that is subject to the provisions of one of the versions of the GNU GPL, 284and distribute that entire code under the terms of the same version of 285the GNU GPL. 286 287 288 Article 6 - INTELLECTUAL PROPERTY 289 290 291 6.1 OVER THE INITIAL SOFTWARE 292 293The Holder owns the economic rights over the Initial Software. Any or 294all use of the Initial Software is subject to compliance with the terms 295and conditions under which the Holder has elected to distribute its work 296and no one shall be entitled to modify the terms and conditions for the 297distribution of said Initial Software. 298 299The Holder undertakes that the Initial Software will remain ruled at 300least by this Agreement, for the duration set forth in Article 4.2. 301 302 303 6.2 OVER THE CONTRIBUTIONS 304 305The Licensee who develops a Contribution is the owner of the 306intellectual property rights over this Contribution as defined by 307applicable law. 308 309 310 6.3 OVER THE EXTERNAL MODULES 311 312The Licensee who develops an External Module is the owner of the 313intellectual property rights over this External Module as defined by 314applicable law and is free to choose the type of agreement that shall 315govern its distribution. 316 317 318 6.4 JOINT PROVISIONS 319 320The Licensee expressly undertakes: 321 322 1. not to remove, or modify, in any manner, the intellectual property 323 notices attached to the Software; 324 325 2. to reproduce said notices, in an identical manner, in the copies 326 of the Software modified or not. 327 328The Licensee undertakes not to directly or indirectly infringe the 329intellectual property rights of the Holder and/or Contributors on the 330Software and to take, where applicable, vis-?-vis its staff, any and all 331measures required to ensure respect of said intellectual property rights 332of the Holder and/or Contributors. 333 334 335 Article 7 - RELATED SERVICES 336 3377.1 Under no circumstances shall the Agreement oblige the Licensor to 338provide technical assistance or maintenance services for the Software. 339 340However, the Licensor is entitled to offer this type of services. The 341terms and conditions of such technical assistance, and/or such 342maintenance, shall be set forth in a separate instrument. Only the 343Licensor offering said maintenance and/or technical assistance services 344shall incur liability therefor. 345 3467.2 Similarly, any Licensor is entitled to offer to its licensees, under 347its sole responsibility, a warranty, that shall only be binding upon 348itself, for the redistribution of the Software and/or the Modified 349Software, under terms and conditions that it is free to decide. Said 350warranty, and the financial terms and conditions of its application, 351shall be subject of a separate instrument executed between the Licensor 352and the Licensee. 353 354 355 Article 8 - LIABILITY 356 3578.1 Subject to the provisions of Article 8.2, the Licensee shall be 358entitled to claim compensation for any direct loss it may have suffered 359from the Software as a result of a fault on the part of the relevant 360Licensor, subject to providing evidence thereof. 361 3628.2 The Licensor's liability is limited to the commitments made under 363this 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 365obligations, (ii) direct or consequential loss that is suffered by the 366Licensee due to the use or performance of the Software, and (iii) more 367generally, any consequential loss. In particular the Parties expressly 368agree that any or all pecuniary or business loss (i.e. loss of data, 369loss of profits, operating loss, loss of customers or orders, 370opportunity cost, any disturbance to business activities) or any or all 371legal proceedings instituted against the Licensee by a third party, 372shall constitute consequential loss and shall not provide entitlement to 373any or all compensation from the Licensor. 374 375 376 Article 9 - WARRANTY 377 3789.1 The Licensee acknowledges that the scientific and technical 379state-of-the-art when the Software was distributed did not enable all 380possible uses to be tested and verified, nor for the presence of 381possible defects to be detected. In this respect, the Licensee's 382attention has been drawn to the risks associated with loading, using, 383modifying and/or developing and reproducing the Software which are 384reserved for experienced users. 385 386The Licensee shall be responsible for verifying, by any or all means, 387the suitability of the product for its requirements, its good working 388order, and for ensuring that it shall not cause damage to either persons 389or properties. 390 3919.2 The Licensor hereby represents, in good faith, that it is entitled 392to grant all the rights over the Software (including in particular the 393rights set forth in Article 5). 394 3959.3 The Licensee acknowledges that the Software is supplied "as is" by 396the Licensor without any other express or tacit warranty, other than 397that provided for in Article 9.2 and, in particular, without any warranty 398as to its commercial value, its secured, safe, innovative or relevant 399nature. 400 401Specifically, the Licensor does not warrant that the Software is free 402from any error, that it will operate without interruption, that it will 403be compatible with the Licensee's own equipment and software 404configuration, nor that it will meet the Licensee's requirements. 405 4069.4 The Licensor does not either expressly or tacitly warrant that the 407Software does not infringe any third party intellectual property right 408relating to a patent, software or any other property right. Therefore, 409the Licensor disclaims any and all liability towards the Licensee 410arising out of any or all proceedings for infringement that may be 411instituted in respect of the use, modification and redistribution of the 412Software. Nevertheless, should such proceedings be instituted against 413the Licensee, the Licensor shall provide it with technical and legal 414assistance for its defense. Such technical and legal assistance shall be 415decided on a case-by-case basis between the relevant Licensor and the 416Licensee pursuant to a memorandum of understanding. The Licensor 417disclaims any and all liability as regards the Licensee's use of the 418name of the Software. No warranty is given as regards the existence of 419prior rights over the name of the Software or as regards the existence 420of a trademark. 421 422 423 Article 10 - TERMINATION 424 42510.1 In the event of a breach by the Licensee of its obligations 426hereunder, the Licensor may automatically terminate this Agreement 427thirty (30) days after notice has been sent to the Licensee and has 428remained ineffective. 429 43010.2 A Licensee whose Agreement is terminated shall no longer be 431authorized to use, modify or distribute the Software. However, any 432licenses that it may have granted prior to termination of the Agreement 433shall remain valid subject to their having been granted in compliance 434with the terms and conditions hereof. 435 436 437 Article 11 - MISCELLANEOUS 438 439 440 11.1 EXCUSABLE EVENTS 441 442Neither Party shall be liable for any or all delay, or failure to 443perform the Agreement, that may be attributable to an event of force 444majeure, an act of God or an outside cause, such as defective 445functioning or interruptions of the electricity or telecommunications 446networks, network paralysis following a virus attack, intervention by 447government authorities, natural disasters, water damage, earthquakes, 448fire, explosions, strikes and labor unrest, war, etc. 449 45011.2 Any failure by either Party, on one or more occasions, to invoke 451one or more of the provisions hereof, shall under no circumstances be 452interpreted as being a waiver by the interested Party of its right to 453invoke said provision(s) subsequently. 454 45511.3 The Agreement cancels and replaces any or all previous agreements, 456whether written or oral, between the Parties and having the same 457purpose, and constitutes the entirety of the agreement between said 458Parties concerning said purpose. No supplement or modification to the 459terms and conditions hereof shall be effective as between the Parties 460unless it is made in writing and signed by their duly authorized 461representatives. 462 46311.4 In the event that one or more of the provisions hereof were to 464conflict with a current or future applicable act or legislative text, 465said act or legislative text shall prevail, and the Parties shall make 466the necessary amendments so as to comply with said act or legislative 467text. All other provisions shall remain effective. Similarly, invalidity 468of a provision of the Agreement, for any reason whatsoever, shall not 469cause the Agreement as a whole to be invalid. 470 471 472 11.5 LANGUAGE 473 474The Agreement is drafted in both French and English and both versions 475are deemed authentic. 476 477 478 Article 12 - NEW VERSIONS OF THE AGREEMENT 479 48012.1 Any person is authorized to duplicate and distribute copies of this 481Agreement. 482 48312.2 So as to ensure coherence, the wording of this Agreement is 484protected and may only be modified by the authors of the License, who 485reserve the right to periodically publish updates or new versions of the 486Agreement, each with a separate number. These subsequent versions may 487address new issues encountered by Free Software. 488 48912.3 Any Software distributed under a given version of the Agreement may 490only be subsequently distributed under the same version of the Agreement 491or a subsequent version, subject to the provisions of Article 5.3.4. 492 493 494 Article 13 - GOVERNING LAW AND JURISDICTION 495 49613.1 The Agreement is governed by French law. The Parties agree to 497endeavor to seek an amicable solution to any disagreements or disputes 498that may arise during the performance of the Agreement. 499 50013.2 Failing an amicable solution within two (2) months as from their 501occurrence, and unless emergency proceedings are necessary, the 502disagreements or disputes shall be referred to the Paris Courts having 503jurisdiction, by the more diligent Party. 504 505 506Version 2.0 dated 2006-09-05.