Attachment 'CeCILL-C_V1-en.txt'

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   1 CeCILL-C FREE SOFTWARE LICENSE AGREEMENT
   2 
   3 
   4     Notice
   5 
   6 This Agreement is a Free Software license agreement that is the result
   7 of discussions between its authors in order to ensure compliance with
   8 the two main principles guiding its drafting:
   9 
  10     * firstly, compliance with the principles governing the distribution
  11       of Free Software: access to source code, broad rights granted to
  12       users,
  13     * secondly, the election of a governing law, French law, with which
  14       it is conformant, both as regards the law of torts and
  15       intellectual property law, and the protection that it offers to
  16       both authors and holders of the economic rights over software.
  17 
  18 The authors of the CeCILL-C (for Ce[a] C[nrs] I[nria] L[ogiciel] L[ibre])
  19 license are:
  20 
  21 Commissariat à l'Energie Atomique - CEA, a public scientific, technical
  22 and industrial research establishment, having its principal place of
  23 business at 25 rue Leblanc, immeuble Le Ponant D, 75015 Paris, France.
  24 
  25 Centre National de la Recherche Scientifique - CNRS, a public scientific
  26 and technological establishment, having its principal place of business
  27 at 3 rue Michel-Ange, 75794 Paris cedex 16, France.
  28 
  29 Institut National de Recherche en Informatique et en Automatique -
  30 INRIA, a public scientific and technological establishment, having its
  31 principal place of business at Domaine de Voluceau, Rocquencourt, BP
  32 105, 78153 Le Chesnay cedex, France.
  33 
  34 
  35     Preamble
  36 
  37 The purpose of this Free Software license agreement is to grant users
  38 the right to modify and re-use the software governed by this license.
  39 
  40 The exercising of this right is conditional upon the obligation to make
  41 available to the community the modifications made to the source code of
  42 the software so as to contribute to its evolution.
  43 
  44 In consideration of access to the source code and the rights to copy,
  45 modify and redistribute granted by the license, users are provided only
  46 with a limited warranty and the software's author, the holder of the
  47 economic rights, and the successive licensors only have limited liability.
  48 
  49 In this respect, the risks associated with loading, using, modifying
  50 and/or developing or reproducing the software by the user are brought to
  51 the user's attention, given its Free Software status, which may make it
  52 complicated to use, with the result that its use is reserved for
  53 developers and experienced professionals having in-depth computer
  54 knowledge. Users are therefore encouraged to load and test the
  55 suitability of the software as regards their requirements in conditions
  56 enabling the security of their systems and/or data to be ensured and,
  57 more generally, to use and operate it in the same conditions of
  58 security. This Agreement may be freely reproduced and published,
  59 provided it is not altered, and that no provisions are either added or
  60 removed herefrom.
  61 
  62 This Agreement may apply to any or all software for which the holder of
  63 the economic rights decides to submit the use thereof to its provisions.
  64 
  65 
  66     Article 1 - DEFINITIONS
  67 
  68 For the purpose of this Agreement, when the following expressions
  69 commence with a capital letter, they shall have the following meaning:
  70 
  71 Agreement: means this license agreement, and its possible subsequent
  72 versions and annexes.
  73 
  74 Software: means the software in its Object Code and/or Source Code form
  75 and, where applicable, its documentation, "as is" when the Licensee
  76 accepts the Agreement.
  77 
  78 Initial Software: means the Software in its Source Code and possibly its
  79 Object Code form and, where applicable, its documentation, "as is" when
  80 it is first distributed under the terms and conditions of the Agreement.
  81 
  82 Modified Software: means the Software modified by at least one
  83 Integrated Contribution.
  84 
  85 Source Code: means all the Software's instructions and program lines to
  86 which access is required so as to modify the Software.
  87 
  88 Object Code: means the binary files originating from the compilation of
  89 the Source Code.
  90 
  91 Holder: means the holder(s) of the economic rights over the Initial
  92 Software.
  93 
  94 Licensee: means the Software user(s) having accepted the Agreement.
  95 
  96 Contributor: means a Licensee having made at least one Integrated
  97 Contribution.
  98 
  99 Licensor: means the Holder, or any other individual or legal entity, who
 100 distributes the Software under the Agreement.
 101 
 102 Integrated Contribution: means any or all modifications, corrections,
 103 translations, adaptations and/or new functions integrated into the
 104 Source Code by any or all Contributors.
 105 
 106 Related Module: means a set of sources files including their
 107 documentation that, without modification to the Source Code, enables
 108 supplementary functions or services in addition to those offered by the
 109 Software.
 110 
 111 Derivative Software: means any combination of the Software, modified or
 112 not, and of a Related Module.
 113 
 114 Parties: mean both the Licensee and the Licensor.
 115 
 116 These expressions may be used both in singular and plural form.
 117 
 118 
 119     Article 2 - PURPOSE
 120 
 121 The purpose of the Agreement is the grant by the Licensor to the
 122 Licensee of a non-exclusive, transferable and worldwide license for the
 123 Software as set forth in Article 5 hereinafter for the whole term of the
 124 protection granted by the rights over said Software. 
 125 
 126 
 127     Article 3 - ACCEPTANCE
 128 
 129 3.1 The Licensee shall be deemed as having accepted the terms and
 130 conditions of this Agreement upon the occurrence of the first of the
 131 following events:
 132 
 133     * (i) loading the Software by any or all means, notably, by
 134       downloading from a remote server, or by loading from a physical
 135       medium;
 136     * (ii) the first time the Licensee exercises any of the rights
 137       granted hereunder.
 138 
 139 3.2 One copy of the Agreement, containing a notice relating to the
 140 characteristics of the Software, to the limited warranty, and to the
 141 fact that its use is restricted to experienced users has been provided
 142 to the Licensee prior to its acceptance as set forth in Article 3.1
 143 hereinabove, and the Licensee hereby acknowledges that it has read and
 144 understood it.
 145 
 146 
 147     Article 4 - EFFECTIVE DATE AND TERM
 148 
 149 
 150       4.1 EFFECTIVE DATE
 151 
 152 The Agreement shall become effective on the date when it is accepted by
 153 the Licensee as set forth in Article 3.1.
 154 
 155 
 156       4.2 TERM
 157 
 158 The Agreement shall remain in force for the entire legal term of
 159 protection of the economic rights over the Software.
 160 
 161 
 162     Article 5 - SCOPE OF RIGHTS GRANTED
 163 
 164 The Licensor hereby grants to the Licensee, who accepts, the following
 165 rights over the Software for any or all use, and for the term of the
 166 Agreement, on the basis of the terms and conditions set forth hereinafter.
 167 
 168 Besides, if the Licensor owns or comes to own one or more patents
 169 protecting all or part of the functions of the Software or of its
 170 components, the Licensor undertakes not to enforce the rights granted by
 171 these patents against successive Licensees using, exploiting or
 172 modifying the Software. If these patents are transferred, the Licensor
 173 undertakes to have the transferees subscribe to the obligations set
 174 forth in this paragraph.
 175 
 176 
 177       5.1 RIGHT OF USE
 178 
 179 The Licensee is authorized to use the Software, without any limitation
 180 as to its fields of application, with it being hereinafter specified
 181 that this comprises:
 182 
 183    1. permanent or temporary reproduction of all or part of the Software
 184       by any or all means and in any or all form.
 185 
 186    2. loading, displaying, running, or storing the Software on any or
 187       all medium.
 188 
 189    3. entitlement to observe, study or test its operation so as to
 190       determine the ideas and principles behind any or all constituent
 191       elements of said Software. This shall apply when the Licensee
 192       carries out any or all loading, displaying, running, transmission
 193       or storage operation as regards the Software, that it is entitled
 194       to carry out hereunder.
 195 
 196 
 197       5.2 RIGHT OF MODIFICATION
 198 
 199 The right of modification includes the right to translate, adapt,
 200 arrange, or make any or all modifications to the Software, and the right
 201 to reproduce the resulting software. It includes, in particular, the
 202 right to create a Derivative Software.
 203 
 204 The Licensee is authorized to make any or all modification to the
 205 Software provided that it includes an explicit notice that it is the
 206 author of said modification and indicates the date of the creation thereof.
 207 
 208 
 209       5.3 RIGHT OF DISTRIBUTION
 210 
 211 In particular, the right of distribution includes the right to publish,
 212 transmit and communicate the Software to the general public on any or
 213 all medium, and by any or all means, and the right to market, either in
 214 consideration of a fee, or free of charge, one or more copies of the
 215 Software by any means.
 216 
 217 The Licensee is further authorized to distribute copies of the modified
 218 or unmodified Software to third parties according to the terms and
 219 conditions set forth hereinafter.
 220 
 221 
 222         5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION
 223 
 224 The Licensee is authorized to distribute true copies of the Software in
 225 Source Code or Object Code form, provided that said distribution
 226 complies with all the provisions of the Agreement and is accompanied by:
 227 
 228    1. a copy of the Agreement,
 229 
 230    2. a notice relating to the limitation of both the Licensor's
 231       warranty and liability as set forth in Articles 8 and 9,
 232 
 233 and that, in the event that only the Object Code of the Software is
 234 redistributed, the Licensee allows effective access to the full Source
 235 Code of the Software at a minimum during the entire period of its
 236 distribution of the Software, it being understood that the additional
 237 cost of acquiring the Source Code shall not exceed the cost of
 238 transferring the data.
 239 
 240 
 241         5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE
 242 
 243 When the Licensee makes an Integrated Contribution to the Software, the
 244 terms and conditions for the distribution of the resulting Modified
 245 Software become subject to all the provisions of this Agreement.
 246 
 247 The Licensee is authorized to distribute the Modified Software, in
 248 source code or object code form, provided that said distribution
 249 complies with all the provisions of the Agreement and is accompanied by:
 250 
 251    1. a copy of the Agreement,
 252 
 253    2. a notice relating to the limitation of both the Licensor's
 254       warranty and liability as set forth in Articles 8 and 9,
 255 
 256 and that, in the event that only the object code of the Modified
 257 Software is redistributed, the Licensee allows effective access to the
 258 full source code of the Modified Software at a minimum during the entire
 259 period of its distribution of the Modified Software, it being understood
 260 that the additional cost of acquiring the source code shall not exceed
 261 the cost of transferring the data.
 262 
 263 
 264         5.3.3 DISTRIBUTION OF DERIVATIVE SOFTWARE
 265 
 266 When the Licensee creates Derivative Software, this Derivative Software
 267 may be distributed under a license agreement other than this Agreement,
 268 subject to compliance with the requirement to include a notice
 269 concerning the rights over the Software as defined in Article 6.4.
 270 In the event the creation of the Derivative Software required modification 
 271 of the Source Code, the Licensee undertakes that:
 272 
 273    1. the resulting Modified Software will be governed by this Agreement,
 274    2. the Integrated Contributions in the resulting Modified Software
 275       will be clearly identified and documented,
 276    3. the Licensee will allow effective access to the source code of the
 277       Modified Software, at a minimum during the entire period of
 278       distribution of the Derivative Software, such that such
 279       modifications may be carried over in a subsequent version of the
 280       Software; it being understood that the additional cost of
 281       purchasing the source code of the Modified Software shall not
 282       exceed the cost of transferring the data.
 283 
 284 
 285         5.3.4 COMPATIBILITY WITH THE CeCILL LICENSE
 286 
 287 When a Modified Software contains an Integrated Contribution subject to
 288 the CeCILL license agreement, or when a Derivative Software contains a
 289 Related Module subject to the CeCILL license agreement, the provisions
 290 set forth in the third item of Article 6.4 are optional.
 291 
 292 
 293     Article 6 - INTELLECTUAL PROPERTY
 294 
 295 
 296       6.1 OVER THE INITIAL SOFTWARE
 297 
 298 The Holder owns the economic rights over the Initial Software. Any or
 299 all use of the Initial Software is subject to compliance with the terms
 300 and conditions under which the Holder has elected to distribute its work
 301 and no one shall be entitled to modify the terms and conditions for the
 302 distribution of said Initial Software.
 303 
 304 The Holder undertakes that the Initial Software will remain ruled at
 305 least by this Agreement, for the duration set forth in Article 4.2.
 306 
 307 
 308       6.2 OVER THE INTEGRATED CONTRIBUTIONS
 309 
 310 The Licensee who develops an Integrated Contribution is the owner of the
 311 intellectual property rights over this Contribution as defined by
 312 applicable law.
 313 
 314 
 315       6.3 OVER THE RELATED MODULES
 316 
 317 The Licensee who develops a Related Module is the owner of the
 318 intellectual property rights over this Related Module as defined by
 319 applicable law and is free to choose the type of agreement that shall
 320 govern its distribution under the conditions defined in Article 5.3.3.
 321 
 322 
 323       6.4 NOTICE OF RIGHTS
 324 
 325 The Licensee expressly undertakes:
 326 
 327    1. not to remove, or modify, in any manner, the intellectual property
 328       notices attached to the Software;
 329 
 330    2. to reproduce said notices, in an identical manner, in the copies
 331       of the Software modified or not;
 332 
 333    3. to ensure that use of the Software, its intellectual property
 334       notices and the fact that it is governed by the Agreement is
 335       indicated in a text that is easily accessible, specifically from
 336       the interface of any Derivative Software.
 337 
 338 The Licensee undertakes not to directly or indirectly infringe the
 339 intellectual property rights of the Holder and/or Contributors on the
 340 Software and to take, where applicable, vis-à-vis its staff, any and all
 341 measures required to ensure respect of said intellectual property rights
 342 of the Holder and/or Contributors.
 343 
 344 
 345     Article 7 - RELATED SERVICES
 346 
 347 7.1 Under no circumstances shall the Agreement oblige the Licensor to
 348 provide technical assistance or maintenance services for the Software.
 349 
 350 However, the Licensor is entitled to offer this type of services. The
 351 terms and conditions of such technical assistance, and/or such
 352 maintenance, shall be set forth in a separate instrument. Only the
 353 Licensor offering said maintenance and/or technical assistance services
 354 shall incur liability therefor.
 355 
 356 7.2 Similarly, any Licensor is entitled to offer to its licensees, under
 357 its sole responsibility, a warranty, that shall only be binding upon
 358 itself, for the redistribution of the Software and/or the Modified
 359 Software, under terms and conditions that it is free to decide. Said
 360 warranty, and the financial terms and conditions of its application,
 361 shall be subject of a separate instrument executed between the Licensor
 362 and the Licensee.
 363 
 364 
 365     Article 8 - LIABILITY
 366 
 367 8.1 Subject to the provisions of Article 8.2, the Licensee shall be
 368 entitled to claim compensation for any direct loss it may have suffered
 369 from the Software as a result of a fault on the part of the relevant
 370 Licensor, subject to providing evidence thereof.
 371 
 372 8.2 The Licensor's liability is limited to the commitments made under
 373 this Agreement and shall not be incurred as a result of in particular:
 374 (i) loss due the Licensee's total or partial failure to fulfill its
 375 obligations, (ii) direct or consequential loss that is suffered by the
 376 Licensee due to the use or performance of the Software, and (iii) more
 377 generally, any consequential loss. In particular the Parties expressly
 378 agree that any or all pecuniary or business loss (i.e. loss of data,
 379 loss of profits, operating loss, loss of customers or orders,
 380 opportunity cost, any disturbance to business activities) or any or all
 381 legal proceedings instituted against the Licensee by a third party,
 382 shall constitute consequential loss and shall not provide entitlement to
 383 any or all compensation from the Licensor.
 384 
 385 
 386     Article 9 - WARRANTY
 387 
 388 9.1 The Licensee acknowledges that the scientific and technical
 389 state-of-the-art when the Software was distributed did not enable all
 390 possible uses to be tested and verified, nor for the presence of
 391 possible defects to be detected. In this respect, the Licensee's
 392 attention has been drawn to the risks associated with loading, using,
 393 modifying and/or developing and reproducing the Software which are
 394 reserved for experienced users.
 395 
 396 The Licensee shall be responsible for verifying, by any or all means,
 397 the suitability of the product for its requirements, its good working
 398 order, and for ensuring that it shall not cause damage to either persons
 399 or properties.
 400 
 401 9.2 The Licensor hereby represents, in good faith, that it is entitled
 402 to grant all the rights over the Software (including in particular the
 403 rights set forth in Article 5).
 404 
 405 9.3 The Licensee acknowledges that the Software is supplied "as is" by
 406 the Licensor without any other express or tacit warranty, other than
 407 that provided for in Article 9.2 and, in particular, without any warranty
 408 as to its commercial value, its secured, safe, innovative or relevant
 409 nature.
 410 
 411 Specifically, the Licensor does not warrant that the Software is free
 412 from any error, that it will operate without interruption, that it will
 413 be compatible with the Licensee's own equipment and software
 414 configuration, nor that it will meet the Licensee's requirements.
 415 
 416 9.4 The Licensor does not either expressly or tacitly warrant that the
 417 Software does not infringe any third party intellectual property right
 418 relating to a patent, software or any other property right. Therefore,
 419 the Licensor disclaims any and all liability towards the Licensee
 420 arising out of any or all proceedings for infringement that may be
 421 instituted in respect of the use, modification and redistribution of the
 422 Software. Nevertheless, should such proceedings be instituted against
 423 the Licensee, the Licensor shall provide it with technical and legal
 424 assistance for its defense. Such technical and legal assistance shall be
 425 decided on a case-by-case basis between the relevant Licensor and the
 426 Licensee pursuant to a memorandum of understanding. The Licensor
 427 disclaims any and all liability as regards the Licensee's use of the
 428 name of the Software. No warranty is given as regards the existence of
 429 prior rights over the name of the Software or as regards the existence
 430 of a trademark.
 431 
 432 
 433     Article 10 - TERMINATION
 434 
 435 10.1 In the event of a breach by the Licensee of its obligations
 436 hereunder, the Licensor may automatically terminate this Agreement
 437 thirty (30) days after notice has been sent to the Licensee and has
 438 remained ineffective.
 439 
 440 10.2 A Licensee whose Agreement is terminated shall no longer be
 441 authorized to use, modify or distribute the Software. However, any
 442 licenses that it may have granted prior to termination of the Agreement
 443 shall remain valid subject to their having been granted in compliance
 444 with the terms and conditions hereof.
 445 
 446 
 447     Article 11 - MISCELLANEOUS
 448 
 449 
 450       11.1 EXCUSABLE EVENTS
 451 
 452 Neither Party shall be liable for any or all delay, or failure to
 453 perform the Agreement, that may be attributable to an event of force
 454 majeure, an act of God or an outside cause, such as defective
 455 functioning or interruptions of the electricity or telecommunications
 456 networks, network paralysis following a virus attack, intervention by
 457 government authorities, natural disasters, water damage, earthquakes,
 458 fire, explosions, strikes and labor unrest, war, etc.
 459 
 460 11.2 Any failure by either Party, on one or more occasions, to invoke
 461 one or more of the provisions hereof, shall under no circumstances be
 462 interpreted as being a waiver by the interested Party of its right to
 463 invoke said provision(s) subsequently.
 464 
 465 11.3 The Agreement cancels and replaces any or all previous agreements,
 466 whether written or oral, between the Parties and having the same
 467 purpose, and constitutes the entirety of the agreement between said
 468 Parties concerning said purpose. No supplement or modification to the
 469 terms and conditions hereof shall be effective as between the Parties
 470 unless it is made in writing and signed by their duly authorized
 471 representatives.
 472 
 473 11.4 In the event that one or more of the provisions hereof were to
 474 conflict with a current or future applicable act or legislative text,
 475 said act or legislative text shall prevail, and the Parties shall make
 476 the necessary amendments so as to comply with said act or legislative
 477 text. All other provisions shall remain effective. Similarly, invalidity
 478 of a provision of the Agreement, for any reason whatsoever, shall not
 479 cause the Agreement as a whole to be invalid.
 480 
 481 
 482       11.5 LANGUAGE
 483 
 484 The Agreement is drafted in both French and English and both versions
 485 are deemed authentic.
 486 
 487 
 488     Article 12 - NEW VERSIONS OF THE AGREEMENT
 489 
 490 12.1 Any person is authorized to duplicate and distribute copies of this
 491 Agreement.
 492 
 493 12.2 So as to ensure coherence, the wording of this Agreement is
 494 protected and may only be modified by the authors of the License, who
 495 reserve the right to periodically publish updates or new versions of the
 496 Agreement, each with a separate number. These subsequent versions may
 497 address new issues encountered by Free Software.
 498 
 499 12.3 Any Software distributed under a given version of the Agreement may
 500 only be subsequently distributed under the same version of the Agreement
 501 or a subsequent version.
 502 
 503 
 504     Article 13 - GOVERNING LAW AND JURISDICTION
 505 
 506 13.1 The Agreement is governed by French law. The Parties agree to
 507 endeavor to seek an amicable solution to any disagreements or disputes
 508 that may arise during the performance of the Agreement.
 509 
 510 13.2 Failing an amicable solution within two (2) months as from their
 511 occurrence, and unless emergency proceedings are necessary, the
 512 disagreements or disputes shall be referred to the Paris Courts having
 513 jurisdiction, by the more diligent Party.
 514 
 515 
 516 Version 1.0 dated 2006-09-05.

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