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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