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FREE SOFTWARE LICENSING AGREEMENT CeCILL
========================================
Notice
------
This Agreement is a free software license that is the result of discussions
between its authors in order to ensure compliance with the two main
principles guiding its drafting:
- firstly, its conformity with French law, both as regards the law of
torts and intellectual property law, and the protection that it offers
to authors and the holders of economic rights over software.
- secondly, compliance with the principles for the distribution of free
software: access to source codes, extended user-rights.
The following bodies are the authors of this license CeCILL (Ce : CEA, C :
CNRS, I : INRIA, LL : Logiciel Libre):
Commissariat à l'Energie Atomique - CEA, a public scientific, technical and
industrial establishment, having its principal place of business at 31-33
rue de la Fédération, 75752 PARIS cedex 15, France.
Centre National de la Recherche Scientifique - CNRS, a public scientific
and technological establishment, having its principal place of business at
3 rue Michel-Ange 75794 Paris cedex 16, France.
Institut National de Recherche en Informatique et en Automatique - INRIA, a
public scientific and technological establishment, having its principal
place of business at Domaine de Voluceau, Rocquencourt, BP 105, 78153 Le
Chesnay cedex.
PREAMBLE
--------
The purpose of this Free Software Licensing Agreement is to grant users the
right to modify and redistribute the software governed by this license
within the framework of an "open source" distribution model.
The exercising of these rights is conditional upon certain obligations for
users so as to ensure that this status is retained for subsequent
redistribution operations.
As a counterpart to the access to the source code and rights to copy, modify
and redistribute granted by the license, users are provided only with a
limited warranty and the software's author, the holder of the economic
rights, and the successive licensors only have limited liability.
In this respect, it is brought to the user's attention that the risks
associated with loading, using, modifying and/or developing or reproducing
the software by the user given its nature of Free Software, that may
mean that it is complicated to manipulate, and that also therefore means
that it is reserved for developers and experienced professionals having
in-depth computer knowledge. Users are therefore encouraged to load and test
the Software's suitability as regards their requirements in conditions
enabling the security of their systems and/or data to be ensured and, more
generally, to use and operate it in the same conditions of security.
This Agreement may be freely reproduced and published, provided it is
not altered, and that no Articles are either added or removed herefrom.
This Agreement may apply to any or all software for which the holder of the
economic rights decides to submit the operation thereof to its provisions.
Article 1 - DEFINITIONS
------------------------
For the purposes of this Agreement, when the following expressions commence
with a capital letter, they shall have the following meaning:
Agreement: means this Licensing Agreement, and any or all of its subsequent
versions.
Software: means the software in its Object Code and/or Source Code form
and, where applicable, its documentation, "as is" at the time when the
Licensee accepts the Agreement.
Initial Software: means the Software in its Source Code and/or Object Code
form and, where applicable, its documentation, "as is" at the time when it
is distributed for the first time under the terms and conditions of the
Agreement.
Modified Software: means the Software modified by at least one
Contribution.
Source Code: means all the Software's instructions and program lines to
which access is required so as to modify the Software.
Object Code: means the binary files originating from the compilation of the
Source Code.
Holder: means the holder of the economic rights over the Initial
Software.
Licensee(s): mean(s) the Software user(s) having accepted the Agreement.
Contributor: means a Licensee having made at least one Contribution.
Licensor: means the Holder, or any or all other individual or legal entity,
that distributes the Software under the Agreement.
Contributions: mean any or all modifications, corrections, translations,
adaptations and/or new functionalities integrated into the Software by any
or all Contributor, and the Static Modules.
Module: means a set of sources files including their documentation that,
once compiled in executable form, enables supplementary functionalities or
services to be developed in addition to those offered by the Software.
Dynamic Module: means any or all module, created by the Contributor, that
is independent of the Software, so that this module and the Software are in
two different executable forms that are run in separate address spaces,
with one calling the other when they are run.
Static Module: means any or all module, created by the Contributor and
connected to the Software by a static link that makes their object codes
interdependent. This module and the Software to which it is connected, are
combined in a single executable.
Parties: mean both the Licensee and the Licensor.
These expressions may be used both in singular and plural form.
Article 2 - PURPOSE
-------------------
The purpose of the Agreement is to enable the Licensor to grant the
Licensee a free, non-exclusive, transferable and worldwide License for the
Software as set forth in Article 5 hereinafter for the whole term of
protection of the rights over said Software.
Article 3 - ACCEPTANCE
----------------------
3.1. The Licensee shall be deemed as having accepted the terms and
conditions of this Agreement by the occurrence of the first of the
following events:
- (i) loading the Software by any or all means, notably, by downloading
from a remote server, or by loading from a physical medium;
- (ii) the first time the Licensee exercises any of the rights granted
hereunder.
3.2. One copy of the Agreement, containing a notice relating to the
specific nature of the Software, to the limited warranty, and to the
limitation to use by experienced users has been provided to the Licensee
prior to its acceptance as set forth in Article 3.1 hereinabove, and the
Licensee hereby acknowledges that it is aware thereof.
Article 4 - EFFECTIVE DATE AND TERM
-----------------------------------
4.1. EFFECTIVE DATE
The Agreement shall become effective on the date when it is accepted by the
Licensee as set forth in Article 3.1.
4.2. TERM
The Agreement shall remain in force during the whole legal term of
protection of the economic rights over the Software.
Article 5 - SCOPE OF THE RIGHTS GRANTED
---------------------------------------
The Licensor hereby grants to the Licensee, that accepts such, the
following rights as regards the Software for any or all use, and for the
term of the Agreement, on the basis of the terms and conditions set forth
hereinafter.
Otherwise, the Licensor grants to the Licensee free of charge exploitation
rights on the patents he holds on whole or part of the inventions
implemented in the Software.
5.1. RIGHTS OF USE
The Licensee is authorized to use the Software, unrestrictedly, as regards
the fields of application, with it being hereinafter specified that this
relates to:
- permanent or temporary reproduction of all or part of the Software by
any or all means and in any or all form.
- loading, displaying, running, or storing the Software on any or all
medium.
- entitlement to observe, study or test the operation thereof so as to
establish the ideas and principles that form the basis for any or all
constituent elements of said Software. This shall apply when the
Licensee carries out any or all loading, displaying, running,
transmission or storage operation as regards the Software, that it is
entitled to carry out hereunder.
5.2. entitlement to make CONTRIBUTIONS
The right to make Contributions includes the right to translate, adapt,
arrange, or make any or all modification to the Software, and the right to
reproduce the resulting Software.
The Licensee is authorized to make any or all Contribution to the Software
provided that it explicitly mentions its name as the author of said
Contribution and the date of the development thereof.
5.3. DISTRIBUTION AND PUBLICATION RIGHTS
In particular, the right of distribution and publication includes the right
to transmit and communicate the Software to the general public on any or
all medium, and by any or all means, and the right to market, either in
consideration of a fee, or free of charge, a copy or copies of the Software
by means of any or all process.
The Licensee is further authorized to redistribute copies of the modified
or unmodified Software to third parties according to the terms and
conditions set forth hereinafter.
5.3.1. REDISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION
The Licensee is authorized to redistribute true copies of the Software in
Source Code or Object Code form, provided that said redistribution complies
with all the provisions of the Agreement and is accompanied by:
- a copy of the Agreement,
- a notice relating to the limitation of both the Licensor's warranty
and liability as set forth in Articles 8 and 9,
and that, in the event that only the Software's Object Code is
redistributed, the Licensee allows future Licensees unhindered access to
the Software's full Source Code by providing them with the terms and
conditions for access thereto, it being understood that the additional cost
of acquiring the Source Code shall not exceed the cost of transferring the
data.
5.3.2. REDISTRIBUTION OF MODIFIED SOFTWARE
When the Licensee makes a Contribution to the Software, the terms and
conditions for the redistribution of the Modified Software shall then be
subject to all the provisions hereof.
The Licensee is authorized to redistribute the Modified Software, in Source
Code or Object Code form, provided that said redistribution complies with
all the provisions of the Agreement and is accompanied by:
- a copy of the Agreement,
- a notice relating to the limitation of both the Licensor's warranty
and liability as set forth in Articles 8 and 9,
and that, in the event that only the Modified Software's Object Code is
redistributed, the Licensee allows future Licensees unhindered access to
the Modified Software's full Source Code by providing them with the terms
and conditions for access thereto, it being understood that the additional
cost of acquiring the Source Code shall not exceed the cost of transferring
the data.
5.3.3. redistribution OF DYNAMIC MODULES
When the Licensee has developed a Dynamic Module, the terms and conditions
hereof do not apply to said Dynamic Module, that may be distributed under
a separate Licensing Agreement.
5.3.4. COMPATIBILITY WITH THE GPL LICENSE
In the event that the Modified or unmodified Software is included in a code
that is subject to the provisions of the GPL License, the Licensee is
authorized to redistribute the whole under the GPL License.
In the event that the Modified Software includes a code that is subject to
the provisions of the GPL License, the Licensee is authorized to
redistribute the Modified Software under the GPL License.
Article 6 - INTELLECTUAL PROPERTY
----------------------------------
6.1. OVER THE INITIAL SOFTWARE
The Holder owns the economic rights over the Initial Software. Any or all
use of the Initial Software is subject to compliance with the terms and
conditions under which the Holder has elected to distribute its work and no
one shall be entitled to and it shall have sole entitlement to modify the
terms and conditions for the distribution of said Initial Software.
The Holder undertakes to maintain the distribution of the Initial Software
under the conditions of the Agreement, for the duration set forth in
article 4.2..
6.2. OVER THE CONTRIBUTIONS
The intellectual property rights over the Contributions belong to the
holder of the economic rights as designated by effective legislation.
6.3. OVER THE DYNAMIC MODULES
The Licensee having developed a Dynamic Module is the holder of the
intellectual property rights over said Dynamic Module and is free to choose
the agreement that shall govern its distribution.
6.4. JOINT PROVISIONS
6.4.1. The Licensee expressly undertakes:
- not to remove, or modify, in any or all manner, the intellectual
property notices affixed to the Software;
- to reproduce said notices, in an identical manner, in the copies of
the Software.
6.4.2. The Licensee undertakes not to directly or indirectly infringe the
intellectual property rights of the Holder and/or Contributors and to take,
where applicable, vis-à-vis its staff, any or all measures required to
ensure respect for said intellectual property rights of the Holder and/or
Contributors.
Article 7 - RELATED SERVICES
-----------------------------
7.1. Under no circumstances shall the Agreement oblige the Licensor to
provide technical assistance or maintenance services for the Software.
However, the Licensor is entitled to offer this type of service. The
terms and conditions of such technical assistance, and/or such
maintenance, shall then be set forth in a separate instrument. Only the
Licensor offering said maintenance and/or technical assistance services
shall incur liability therefor.
7.2. Similarly, any or all Licensor shall be entitled to offer to its
Licensees, under its own responsibility, a warranty, that shall only be
binding upon itself, for the redistribution of the Software and/or the
Modified Software, under terms and conditions that it shall decide upon
itself. Said warranty, and the financial terms and conditions of its
application, shall be subject to a separate instrument executed between the
Licensor and the Licensee.
Article 8 - LIABILITY
----------------------
8.1. Subject to the provisions of Article 8.2, should the Licensor fail to
fulfill all or part of its obligations hereunder, the Licensee shall be
entitled to claim compensation for the direct loss suffered as a result of
a fault on the part of the Licensor, subject to providing evidence of it.
8.2. The Licensor's liability is limited to the commitments made under this
Licensing Agreement and shall not be incurred as a result , in particular:
(i) of loss due the Licensee's total or partial failure to fulfill its
obligations, (ii) direct or consequential loss due to the Software's use or
performance that is suffered by the Licensee, when the latter is a
professional using said Software for professional purposes and (iii)
consequential loss due to the Software's use or performance. The Parties
expressly agree that any or all pecuniary or business loss (i.e. loss of
data, loss of profits, operating loss, loss of customers or orders,
opportunity cost, any disturbance to business activities) or any or all
legal proceedings instituted against the Licensee by a third party, shall
constitute consequential loss and shall not provide entitlement to any or
all compensation from the Licensor.
Article 9 - WARRANTY
---------------------
9.1. The Licensee acknowledges that the current situation as regards
scientific and technical know-how at the time when the Software was
distributed did not enable all possible uses to be tested and verified, nor
for the presence of any or all faults to be detected. In this respect, the
Licensee's attention has been drawn to the risks associated with loading,
using, modifying and/or developing and reproducing the Software that are
reserved for experienced users.
The Licensee shall be responsible for verifying, by any or all means, the
product's suitability for its requirements, its due and proper functioning,
and for ensuring that it shall not cause damage to either persons or
property.
9.2. The Licensor hereby represents, in good faith, that it is entitled to
grant all the rights on the Software (including in particular the rights
set forth in Article 5 hereof over the Software).
9.3. The Licensee acknowledges that the Software is supplied "as is" by the
Licensor without any or all other express or tacit warranty, other than
that provided for in Article 9.2 and, in particular, without any or all
warranty as to its market value, its secured, innovative or relevant
nature.
Specifically, the Licensor does not warrant that the Software is free from
any or all error, that it shall operate continuously, that it shall be
compatible with the Licensee's own equipment and its software
configuration, nor that it shall meet the Licensee's requirements.
9.4. The Licensor does not either expressly or tacitly warrant that the
Software does not infringe any or all third party intellectual right
relating to a patent, software or to any or all other property right.
Moreover, the Licensor shall not hold the Licensee harmless against any or
all proceedings for infringement that may be instituted in respect of the
use, modification and redistribution of the Software. Nevertheless, should
such proceedings be instituted against the Licensee, the Licensor shall
provide it with technical and legal assistance for its defense. Such
technical and legal assistance shall be decided upon on a case-by-case
basis between the relevant Licensor and the Licensee pursuant to a
memorandum of understanding. The Licensor disclaims any or all liability as
regards the Licensee's use of the Software's name. No warranty shall be
provided as regards the existence of prior rights over the name of the
Software and as regards the existence of a trademark.
Article 10 - TERMINATION
-------------------------
10.1. In the event of a breach by the Licensee of its obligations
hereunder, the Licensor may automatically terminate this Agreement thirty
(30) days after notice has been sent to the Licensee and has remained
ineffective.
10.2. The Licensee whose Agreement is terminated shall no longer be
authorized to use, modify or distribute the Software. However, any or all
licenses that it may have granted prior to termination of the Agreement
shall remain valid subject to their having been granted in compliance with
the terms and conditions hereof.
Article 11 - MISCELLANEOUS PROVISIONS
--------------------------------------
11.1. EXCUSABLE EVENTS
Neither Party shall be liable for any or all delay, or failure to perform
the Agreement, that may be attributable to an event of force majeure, an
act of God or an outside cause, such as, notably, defective functioning, or
interruptions affecting the electricity or telecommunications networks,
blocking of the network following a virus attack, the intervention of the
government authorities, natural disasters, water damage, earthquakes, fire,
explosions, strikes and labor unrest, war, etc.
11.2. The fact that either Party may fail, on one or several occasions, to
invoke one or several of the provisions hereof, shall under no
circumstances be interpreted as being a waiver by the interested Party of
its entitlement to invoke said provision(s) subsequently.
11.3. The Agreement cancels and replaces any or all previous agreement,
whether written or oral, between the Parties and having the same purpose,
and constitutes the entirety of the agreement between said Parties
concerning said purpose. No supplement or modification to the terms and
conditions hereof shall be effective as regards the Parties unless it is
made in writing and signed by their duly authorized representatives.
11.4. In the event that one or several of the provisions hereof were to
conflict with a current or future applicable act or legislative text, said
act or legislative text shall take precedence, and the Parties shall make
the necessary amendments so as to be in compliance with said act or
legislative text. All the other provisions shall remain effective.
Similarly, the fact that a provision of the Agreement may be null and
void, for any reason whatsoever, shall not cause the Agreement as a whole
to be null and void.
11.5. LANGUAGE
The Agreement is drafted in both French and English. In the event of a
conflict as regards construction, the French version shall be deemed
authentic.
Article 12 - NEW VERSIONS OF THE AGREEMENT
-------------------------------------------
12.1. Any or all person is authorized to duplicate and distribute copies of
this Agreement.
12.2. So as to ensure coherence, the wording of this Agreement is protected
and may only be modified by the authors of the License, that reserve the
right to periodically publish updates or new versions of the Agreement,
each with a separate number. These subsequent versions may address new issues
encountered by Free Software.
12.3. Any or all Software distributed under a given version of the
Agreement may only be subsequently distributed under the same version of
the Agreement, or a subsequent version, subject to the provisions of
article 5.3.4.
Article 13 - GOVERNING LAW AND JURISDICTION
-------------------------------------------
13.1. The Agreement is governed by French law. The Parties agree to
endeavor to settle the disagreements or disputes that may arise during the
performance of the Agreement out-of-court.
13.2. In the absence of an out-of-court settlement within two (2) months as
from their occurrence, and unless emergency proceedings are necessary, the
disagreements or disputes shall be referred to the Paris Courts having
jurisdiction, by the first Party to take action.
Version 1.1 of 10/26/2004
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