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2 CeCILL FREE SOFTWARE LICENSE AGREEMENT
5 Notice
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
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.
19 The authors of the CeCILL (for Ce[a] C[nrs] I[nria] L[logiciel] 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 research establishment, having its principal place of
28 business 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.
36 Preamble
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 suitability
56 of the software as regards their requirements in conditions enabling
57 the security of their systems and/or data to be ensured and, more
58 generally, to use and operate it in the same conditions of security.
59 This Agreement may be freely reproduced and published, provided it is not
60 altered, and that no provisions are either added or removed herefrom.
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.
66 Article 1 - DEFINITIONS
68 For the purpose of this Agreement, when the following expressions
69 commence with a capital letter, they shall have the following meaning:
71 Agreement: means this license agreement, and its possible subsequent
72 versions and annexes.
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.
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.
82 Modified Software: means the Software modified by at least one
83 Contribution.
85 Source Code: means all the Software's instructions and program lines to
86 which access is required so as to modify the Software.
88 Object Code: means the binary files originating from the compilation of
89 the Source Code.
91 Holder: means the holder(s) of the economic rights over the Initial
92 Software.
94 Licensee: means the Software user(s) having accepted the Agreement.
96 Contributor: means a Licensee having made at least one Contribution.
98 Licensor: means the Holder, or any other individual or legal entity, who
99 distributes the Software under the Agreement.
101 Contribution: means any or all modifications, corrections, translations,
102 adaptations and/or new functions integrated into the Software by any or
103 all Contributors, as well as any or all Internal Modules.
105 Module: means a set of sources files including their documentation that
106 enables supplementary functions or services in addition to those offered
107 by the Software.
109 External Module: means any or all Modules, not derived from the
110 Software, so that this Module and the Software run in separate address
111 spaces, with one calling the other when they are run.
113 Internal Module: means any or all Module, connected to the Software so
114 that they both execute in the same address space.
116 GNU GPL: means the GNU General Public License version 2 or any
117 subsequent version, as published by the Free Software Foundation Inc.
119 Parties: mean both the Licensee and the Licensor.
121 These expressions may be used both in singular and plural form.
124 Article 2 - PURPOSE
126 The purpose of the Agreement is the grant by the Licensor to the
127 Licensee of a non-exclusive, transferable and worldwide license for the
128 Software as set forth in Article 5 hereinafter for the whole term of the
129 protection granted by the rights over said Software.
132 Article 3 - ACCEPTANCE
134 3.1 The Licensee shall be deemed as having accepted the terms and
135 conditions of this Agreement upon the occurrence of the first of the
136 following events:
138 * (i) loading the Software by any or all means, notably, by
139 downloading from a remote server, or by loading from a physical
140 medium;
141 * (ii) the first time the Licensee exercises any of the rights
142 granted hereunder.
144 3.2 One copy of the Agreement, containing a notice relating to the
145 characteristics of the Software, to the limited warranty, and to the
146 fact that its use is restricted to experienced users has been provided
147 to the Licensee prior to its acceptance as set forth in Article 3.1
148 hereinabove, and the Licensee hereby acknowledges that it has read and
149 understood it.
152 Article 4 - EFFECTIVE DATE AND TERM
155 4.1 EFFECTIVE DATE
157 The Agreement shall become effective on the date when it is accepted by
158 the Licensee as set forth in Article 3.1.
161 4.2 TERM
163 The Agreement shall remain in force for the entire legal term of
164 protection of the economic rights over the Software.
167 Article 5 - SCOPE OF RIGHTS GRANTED
169 The Licensor hereby grants to the Licensee, who accepts, the following
170 rights over the Software for any or all use, and for the term of the
171 Agreement, on the basis of the terms and conditions set forth hereinafter.
173 Besides, if the Licensor owns or comes to own one or more patents
174 protecting all or part of the functions of the Software or of its
175 components, the Licensor undertakes not to enforce the rights granted by
176 these patents against successive Licensees using, exploiting or
177 modifying the Software. If these patents are transferred, the Licensor
178 undertakes to have the transferees subscribe to the obligations set
179 forth in this paragraph.
182 5.1 RIGHT OF USE
184 The Licensee is authorized to use the Software, without any limitation
185 as to its fields of application, with it being hereinafter specified
186 that this comprises:
188 1. permanent or temporary reproduction of all or part of the Software
189 by any or all means and in any or all form.
191 2. loading, displaying, running, or storing the Software on any or
192 all medium.
194 3. entitlement to observe, study or test its operation so as to
195 determine the ideas and principles behind any or all constituent
196 elements of said Software. This shall apply when the Licensee
197 carries out any or all loading, displaying, running, transmission
198 or storage operation as regards the Software, that it is entitled
199 to carry out hereunder.
202 5.2 ENTITLEMENT TO MAKE CONTRIBUTIONS
204 The right to make Contributions includes the right to translate, adapt,
205 arrange, or make any or all modifications to the Software, and the right
206 to reproduce the resulting software.
208 The Licensee is authorized to make any or all Contributions to the
209 Software provided that it includes an explicit notice that it is the
210 author of said Contribution and indicates the date of the creation thereof.
213 5.3 RIGHT OF DISTRIBUTION
215 In particular, the right of distribution includes the right to publish,
216 transmit and communicate the Software to the general public on any or
217 all medium, and by any or all means, and the right to market, either in
218 consideration of a fee, or free of charge, one or more copies of the
219 Software by any means.
221 The Licensee is further authorized to distribute copies of the modified
222 or unmodified Software to third parties according to the terms and
223 conditions set forth hereinafter.
226 5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION
228 The Licensee is authorized to distribute true copies of the Software in
229 Source Code or Object Code form, provided that said distribution
230 complies with all the provisions of the Agreement and is accompanied by:
232 1. a copy of the Agreement,
234 2. a notice relating to the limitation of both the Licensor's
235 warranty and liability as set forth in Articles 8 and 9,
237 and that, in the event that only the Object Code of the Software is
238 redistributed, the Licensee allows future Licensees unhindered access to
239 the full Source Code of the Software by indicating how to access it, it
240 being understood that the additional cost of acquiring the Source Code
241 shall not exceed the cost of transferring the data.
244 5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE
246 When the Licensee makes a Contribution to the Software, the terms and
247 conditions for the distribution of the resulting Modified Software
248 become subject to all the provisions of this Agreement.
250 The Licensee is authorized to distribute the Modified Software, in
251 source code or object code form, provided that said distribution
252 complies with all the provisions of the Agreement and is accompanied by:
254 1. a copy of the Agreement,
256 2. a notice relating to the limitation of both the Licensor's
257 warranty and liability as set forth in Articles 8 and 9,
259 and that, in the event that only the Object Code of the Modified
260 Software is redistributed, the Licensee allows future Licensees
261 unhindered access to the full source code of the Modified Software by
262 indicating how to access it, it being understood that the additional
263 cost of acquiring the source code shall not exceed the cost of
264 transferring the data.
267 5.3.3 DISTRIBUTION OF EXTERNAL MODULES
269 When the Licensee has developed an External Module, the terms and
270 conditions of this Agreement do not apply to said External Module, that
271 may be distributed under a separate license agreement.
274 5.3.4 COMPATIBILITY WITH THE GNU GPL
276 The Licensee can include a code that is subject to the provisions of one
277 of the versions of the GNU GPL in the Modified or unmodified Software,
278 and distribute that entire code under the terms of the same version of
279 the GNU GPL.
281 The Licensee can include the Modified or unmodified Software in a code
282 that is subject to the provisions of one of the versions of the GNU GPL,
283 and distribute that entire code under the terms of the same version of
284 the GNU GPL.
287 Article 6 - INTELLECTUAL PROPERTY
290 6.1 OVER THE INITIAL SOFTWARE
292 The Holder owns the economic rights over the Initial Software. Any or
293 all use of the Initial Software is subject to compliance with the terms
294 and conditions under which the Holder has elected to distribute its work
295 and no one shall be entitled to modify the terms and conditions for the
296 distribution of said Initial Software.
298 The Holder undertakes that the Initial Software will remain ruled at
299 least by the current license, for the duration set forth in Article 4.2.
302 6.2 OVER THE CONTRIBUTIONS
304 A Licensee who develops a Contribution is the owner of the intellectual
305 property rights over this Contribution as defined by applicable law.
308 6.3 OVER THE EXTERNAL MODULES
310 A Licensee who develops an External Module is the owner of the
311 intellectual property rights over this External Module as defined by
312 applicable law and is free to choose the type of agreement that shall
313 govern its distribution.
316 6.4 JOINT PROVISIONS
318 The Licensee expressly undertakes:
320 1. not to remove, or modify, in any manner, the intellectual property
321 notices attached to the Software;
323 2. to reproduce said notices, in an identical manner, in the copies
324 of the Software modified or not.
326 The Licensee undertakes not to directly or indirectly infringe the
327 intellectual property rights of the Holder and/or Contributors on the
328 Software and to take, where applicable, vis-à-vis its staff, any and all
329 measures required to ensure respect of said intellectual property rights
330 of the Holder and/or Contributors.
333 Article 7 - RELATED SERVICES
335 7.1 Under no circumstances shall the Agreement oblige the Licensor to
336 provide technical assistance or maintenance services for the Software.
338 However, the Licensor is entitled to offer this type of services. The
339 terms and conditions of such technical assistance, and/or such
340 maintenance, shall be set forth in a separate instrument. Only the
341 Licensor offering said maintenance and/or technical assistance services
342 shall incur liability therefor.
344 7.2 Similarly, any Licensor is entitled to offer to its licensees, under
345 its sole responsibility, a warranty, that shall only be binding upon
346 itself, for the redistribution of the Software and/or the Modified
347 Software, under terms and conditions that it is free to decide. Said
348 warranty, and the financial terms and conditions of its application,
349 shall be subject of a separate instrument executed between the Licensor
350 and the Licensee.
353 Article 8 - LIABILITY
355 8.1 Subject to the provisions of Article 8.2, the Licensee shall be
356 entitled to claim compensation for any direct loss it may have suffered
357 from the Software as a result of a fault on the part of the relevant
358 Licensor, subject to providing evidence thereof.
360 8.2 The Licensor's liability is limited to the commitments made under
361 this Agreement and shall not be incurred as a result of in particular:
362 (i) loss due the Licensee's total or partial failure to fulfill its
363 obligations, (ii) direct or consequential loss that is suffered by the
364 Licensee due to the use or performance of the Software, and (iii) more
365 generally, any consequential loss. In particular the Parties expressly
366 agree that any or all pecuniary or business loss (i.e. loss of data,
367 loss of profits, operating loss, loss of customers or orders,
368 opportunity cost, any disturbance to business activities) or any or all
369 legal proceedings instituted against the Licensee by a third party,
370 shall constitute consequential loss and shall not provide entitlement to
371 any or all compensation from the Licensor.
374 Article 9 - WARRANTY
376 9.1 The Licensee acknowledges that the scientific and technical
377 state-of-the-art when the Software was distributed did not enable all
378 possible uses to be tested and verified, nor for the presence of
379 possible defects to be detected. In this respect, the Licensee's
380 attention has been drawn to the risks associated with loading, using,
381 modifying and/or developing and reproducing the Software which are
382 reserved for experienced users.
384 The Licensee shall be responsible for verifying, by any or all means,
385 the suitability of the product for its requirements, its good working order,
386 and for ensuring that it shall not cause damage to either persons or
387 properties.
389 9.2 The Licensor hereby represents, in good faith, that it is entitled
390 to grant all the rights over the Software (including in particular the
391 rights set forth in Article 5).
393 9.3 The Licensee acknowledges that the Software is supplied "as is" by
394 the Licensor without any other express or tacit warranty, other than
395 that provided for in Article 9.2 and, in particular, without any warranty
396 as to its commercial value, its secured, safe, innovative or relevant
397 nature.
399 Specifically, the Licensor does not warrant that the Software is free
400 from any error, that it will operate without interruption, that it will
401 be compatible with the Licensee's own equipment and software
402 configuration, nor that it will meet the Licensee's requirements.
404 9.4 The Licensor does not either expressly or tacitly warrant that the
405 Software does not infringe any third party intellectual property right
406 relating to a patent, software or any other property right. Therefore,
407 the Licensor disclaims any and all liability towards the Licensee
408 arising out of any or all proceedings for infringement that may be
409 instituted in respect of the use, modification and redistribution of the
410 Software. Nevertheless, should such proceedings be instituted against
411 the Licensee, the Licensor shall provide it with technical and legal
412 assistance for its defense. Such technical and legal assistance shall be
413 decided on a case-by-case basis between the relevant Licensor and the
414 Licensee pursuant to a memorandum of understanding. The Licensor
415 disclaims any and all liability as regards the Licensee's use of the
416 name of the Software. No warranty is given as regards the existence of
417 prior rights over the name of the Software or as regards the existence
418 of a trademark.
421 Article 10 - TERMINATION
423 10.1 In the event of a breach by the Licensee of its obligations
424 hereunder, the Licensor may automatically terminate this Agreement
425 thirty (30) days after notice has been sent to the Licensee and has
426 remained ineffective.
428 10.2 A Licensee whose Agreement is terminated shall no longer be
429 authorized to use, modify or distribute the Software. However, any
430 licenses that it may have granted prior to termination of the Agreement
431 shall remain valid subject to their having been granted in compliance
432 with the terms and conditions hereof.
435 Article 11 - MISCELLANEOUS
438 11.1 EXCUSABLE EVENTS
440 Neither Party shall be liable for any or all delay, or failure to
441 perform the Agreement, that may be attributable to an event of force
442 majeure, an act of God or an outside cause, such as defective
443 functioning or interruptions of the electricity or telecommunications
444 networks, network paralysis following a virus attack, intervention by
445 government authorities, natural disasters, water damage, earthquakes,
446 fire, explosions, strikes and labor unrest, war, etc.
448 11.2 Any failure by either Party, on one or more occasions, to invoke
449 one or more of the provisions hereof, shall under no circumstances be
450 interpreted as being a waiver by the interested Party of its right to
451 invoke said provision(s) subsequently.
453 11.3 The Agreement cancels and replaces any or all previous agreements,
454 whether written or oral, between the Parties and having the same
455 purpose, and constitutes the entirety of the agreement between said
456 Parties concerning said purpose. No supplement or modification to the
457 terms and conditions hereof shall be effective as between the Parties
458 unless it is made in writing and signed by their duly authorized
459 representatives.
461 11.4 In the event that one or more of the provisions hereof were to
462 conflict with a current or future applicable act or legislative text,
463 said act or legislative text shall prevail, and the Parties shall make
464 the necessary amendments so as to comply with said act or legislative
465 text. All other provisions shall remain effective. Similarly, invalidity
466 of a provision of the Agreement, for any reason whatsoever, shall not
467 cause the Agreement as a whole to be invalid.
470 11.5 LANGUAGE
472 The Agreement is drafted in both French and English and both versions
473 are deemed authentic.
476 Article 12 - NEW VERSIONS OF THE AGREEMENT
478 12.1 Any person is authorized to duplicate and distribute copies of this
479 Agreement.
481 12.2 So as to ensure coherence, the wording of this Agreement is
482 protected and may only be modified by the authors of the License, who
483 reserve the right to periodically publish updates or new versions of the
484 Agreement, each with a separate number. These subsequent versions may
485 address new issues encountered by Free Software.
487 12.3 Any Software distributed under a given version of the Agreement may
488 only be subsequently distributed under the same version of the Agreement
489 or a subsequent version, subject to the provisions of Article 5.3.4.
492 Article 13 - GOVERNING LAW AND JURISDICTION
494 13.1 The Agreement is governed by French law. The Parties agree to
495 endeavor to seek an amicable solution to any disagreements or disputes
496 that may arise during the performance of the Agreement.
498 13.2 Failing an amicable solution within two (2) months as from their
499 occurrence, and unless emergency proceedings are necessary, the
500 disagreements or disputes shall be referred to the Paris Courts having
501 jurisdiction, by the more diligent Party.
504 Version 2.0 dated 2006-07-12.