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1
2 CeCILL FREE SOFTWARE LICENSE AGREEMENT
3
4Version 2.1 dated 2013-06-21
5
6
7 Notice
8
9This Agreement is a Free Software license agreement that is the result
10of discussions between its authors in order to ensure compliance with
11the two main principles guiding its drafting:
12
13 * firstly, compliance with the principles governing the distribution
14 of Free Software: access to source code, broad rights granted to users,
15 * secondly, the election of a governing law, French law, with which it
16 is conformant, both as regards the law of torts and intellectual
17 property law, and the protection that it offers to both authors and
18 holders of the economic rights over software.
19
20The authors of the CeCILL (for Ce[a] C[nrs] I[nria] L[ogiciel] L[ibre])
21license are:
22
23Commissariat à l'énergie atomique et aux énergies alternatives - CEA, a
24public scientific, technical and industrial research establishment,
25having its principal place of business at 25 rue Leblanc, immeuble Le
26Ponant D, 75015 Paris, France.
27
28Centre National de la Recherche Scientifique - CNRS, a public scientific
29and technological establishment, having its principal place of business
30at 3 rue Michel-Ange, 75794 Paris cedex 16, France.
31
32Institut National de Recherche en Informatique et en Automatique -
33Inria, a public scientific and technological establishment, having its
34principal place of business at Domaine de Voluceau, Rocquencourt, BP
35105, 78153 Le Chesnay cedex, France.
36
37
38 Preamble
39
40The purpose of this Free Software license agreement is to grant users
41the right to modify and redistribute the software governed by this
42license within the framework of an open source distribution model.
43
44The exercising of this right is conditional upon certain obligations for
45users so as to preserve this status for all subsequent redistributions.
46
47In consideration of access to the source code and the rights to copy,
48modify and redistribute granted by the license, users are provided only
49with a limited warranty and the software's author, the holder of the
50economic rights, and the successive licensors only have limited liability.
51
52In this respect, the risks associated with loading, using, modifying
53and/or developing or reproducing the software by the user are brought to
54the user's attention, given its Free Software status, which may make it
55complicated to use, with the result that its use is reserved for
56developers and experienced professionals having in-depth computer
57knowledge. Users are therefore encouraged to load and test the
58suitability of the software as regards their requirements in conditions
59enabling the security of their systems and/or data to be ensured and,
60more generally, to use and operate it in the same conditions of
61security. This Agreement may be freely reproduced and published,
62provided it is not altered, and that no provisions are either added or
63removed herefrom.
64
65This Agreement may apply to any or all software for which the holder of
66the economic rights decides to submit the use thereof to its provisions.
67
68Frequently asked questions can be found on the official website of the
69CeCILL licenses family (http://www.cecill.info/index.en.html) for any
70necessary clarification.
71
72
73 Article 1 - DEFINITIONS
74
75For the purpose of this Agreement, when the following expressions
76commence with a capital letter, they shall have the following meaning:
77
78Agreement: means this license agreement, and its possible subsequent
79versions and annexes.
80
81Software: means the software in its Object Code and/or Source Code form
82and, where applicable, its documentation, "as is" when the Licensee
83accepts the Agreement.
84
85Initial Software: means the Software in its Source Code and possibly its
86Object Code form and, where applicable, its documentation, "as is" when
87it is first distributed under the terms and conditions of the Agreement.
88
89Modified Software: means the Software modified by at least one
90Contribution.
91
92Source Code: means all the Software's instructions and program lines to
93which access is required so as to modify the Software.
94
95Object Code: means the binary files originating from the compilation of
96the Source Code.
97
98Holder: means the holder(s) of the economic rights over the Initial
99Software.
100
101Licensee: means the Software user(s) having accepted the Agreement.
102
103Contributor: means a Licensee having made at least one Contribution.
104
105Licensor: means the Holder, or any other individual or legal entity, who
106distributes the Software under the Agreement.
107
108Contribution: means any or all modifications, corrections, translations,
109adaptations and/or new functions integrated into the Software by any or
110all Contributors, as well as any or all Internal Modules.
111
112Module: means a set of sources files including their documentation that
113enables supplementary functions or services in addition to those offered
114by the Software.
115
116External Module: means any or all Modules, not derived from the
117Software, so that this Module and the Software run in separate address
118spaces, with one calling the other when they are run.
119
120Internal Module: means any or all Module, connected to the Software so
121that they both execute in the same address space.
122
123GNU GPL: means the GNU General Public License version 2 or any
124subsequent version, as published by the Free Software Foundation Inc.
125
126GNU Affero GPL: means the GNU Affero General Public License version 3 or
127any subsequent version, as published by the Free Software Foundation Inc.
128
129EUPL: means the European Union Public License version 1.1 or any
130subsequent version, as published by the European Commission.
131
132Parties: mean both the Licensee and the Licensor.
133
134These expressions may be used both in singular and plural form.
135
136
137 Article 2 - PURPOSE
138
139The purpose of the Agreement is the grant by the Licensor to the
140Licensee of a non-exclusive, transferable and worldwide license for the
141Software as set forth in Article 5 <#scope> hereinafter for the whole
142term of the protection granted by the rights over said Software.
143
144
145 Article 3 - ACCEPTANCE
146
1473.1 The Licensee shall be deemed as having accepted the terms and
148conditions of this Agreement upon the occurrence of the first of the
149following events:
150
151 * (i) loading the Software by any or all means, notably, by
152 downloading from a remote server, or by loading from a physical medium;
153 * (ii) the first time the Licensee exercises any of the rights granted
154 hereunder.
155
1563.2 One copy of the Agreement, containing a notice relating to the
157characteristics of the Software, to the limited warranty, and to the
158fact that its use is restricted to experienced users has been provided
159to the Licensee prior to its acceptance as set forth in Article 3.1
160<#accepting> hereinabove, and the Licensee hereby acknowledges that it
161has read and understood it.
162
163
164 Article 4 - EFFECTIVE DATE AND TERM
165
166
167 4.1 EFFECTIVE DATE
168
169The Agreement shall become effective on the date when it is accepted by
170the Licensee as set forth in Article 3.1 <#accepting>.
171
172
173 4.2 TERM
174
175The Agreement shall remain in force for the entire legal term of
176protection of the economic rights over the Software.
177
178
179 Article 5 - SCOPE OF RIGHTS GRANTED
180
181The Licensor hereby grants to the Licensee, who accepts, the following
182rights over the Software for any or all use, and for the term of the
183Agreement, on the basis of the terms and conditions set forth hereinafter.
184
185Besides, if the Licensor owns or comes to own one or more patents
186protecting all or part of the functions of the Software or of its
187components, the Licensor undertakes not to enforce the rights granted by
188these patents against successive Licensees using, exploiting or
189modifying the Software. If these patents are transferred, the Licensor
190undertakes to have the transferees subscribe to the obligations set
191forth in this paragraph.
192
193
194 5.1 RIGHT OF USE
195
196The Licensee is authorized to use the Software, without any limitation
197as to its fields of application, with it being hereinafter specified
198that this comprises:
199
200 1. permanent or temporary reproduction of all or part of the Software
201 by any or all means and in any or all form.
202
203 2. loading, displaying, running, or storing the Software on any or all
204 medium.
205
206 3. entitlement to observe, study or test its operation so as to
207 determine the ideas and principles behind any or all constituent
208 elements of said Software. This shall apply when the Licensee
209 carries out any or all loading, displaying, running, transmission or
210 storage operation as regards the Software, that it is entitled to
211 carry out hereunder.
212
213
214 5.2 ENTITLEMENT TO MAKE CONTRIBUTIONS
215
216The right to make Contributions includes the right to translate, adapt,
217arrange, or make any or all modifications to the Software, and the right
218to reproduce the resulting software.
219
220The Licensee is authorized to make any or all Contributions to the
221Software provided that it includes an explicit notice that it is the
222author of said Contribution and indicates the date of the creation thereof.
223
224
225 5.3 RIGHT OF DISTRIBUTION
226
227In particular, the right of distribution includes the right to publish,
228transmit and communicate the Software to the general public on any or
229all medium, and by any or all means, and the right to market, either in
230consideration of a fee, or free of charge, one or more copies of the
231Software by any means.
232
233The Licensee is further authorized to distribute copies of the modified
234or unmodified Software to third parties according to the terms and
235conditions set forth hereinafter.
236
237
238 5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION
239
240The Licensee is authorized to distribute true copies of the Software in
241Source Code or Object Code form, provided that said distribution
242complies with all the provisions of the Agreement and is accompanied by:
243
244 1. a copy of the Agreement,
245
246 2. a notice relating to the limitation of both the Licensor's warranty
247 and liability as set forth in Articles 8 and 9,
248
249and that, in the event that only the Object Code of the Software is
250redistributed, the Licensee allows effective access to the full Source
251Code of the Software for a period of at least three years from the
252distribution of the Software, it being understood that the additional
253acquisition cost of the Source Code shall not exceed the cost of the
254data transfer.
255
256
257 5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE
258
259When the Licensee makes a Contribution to the Software, the terms and
260conditions for the distribution of the resulting Modified Software
261become subject to all the provisions of this Agreement.
262
263The Licensee is authorized to distribute the Modified Software, in
264source code or object code form, provided that said distribution
265complies with all the provisions of the Agreement and is accompanied by:
266
267 1. a copy of the Agreement,
268
269 2. a notice relating to the limitation of both the Licensor's warranty
270 and liability as set forth in Articles 8 and 9,
271
272and, in the event that only the object code of the Modified Software is
273redistributed,
274
275 3. a note stating the conditions of effective access to the full source
276 code of the Modified Software for a period of at least three years
277 from the distribution of the Modified Software, it being understood
278 that the additional acquisition cost of the source code shall not
279 exceed the cost of the data transfer.
280
281
282 5.3.3 DISTRIBUTION OF EXTERNAL MODULES
283
284When the Licensee has developed an External Module, the terms and
285conditions of this Agreement do not apply to said External Module, that
286may be distributed under a separate license agreement.
287
288
289 5.3.4 COMPATIBILITY WITH OTHER LICENSES
290
291The Licensee can include a code that is subject to the provisions of one
292of the versions of the GNU GPL, GNU Affero GPL and/or EUPL in the
293Modified or unmodified Software, and distribute that entire code under
294the terms of the same version of the GNU GPL, GNU Affero GPL and/or EUPL.
295
296The Licensee can include the Modified or unmodified Software in a code
297that is subject to the provisions of one of the versions of the GNU GPL,
298GNU Affero GPL and/or EUPL and distribute that entire code under the
299terms of the same version of the GNU GPL, GNU Affero GPL and/or EUPL.
300
301
302 Article 6 - INTELLECTUAL PROPERTY
303
304
305 6.1 OVER THE INITIAL SOFTWARE
306
307The Holder owns the economic rights over the Initial Software. Any or
308all use of the Initial Software is subject to compliance with the terms
309and conditions under which the Holder has elected to distribute its work
310and no one shall be entitled to modify the terms and conditions for the
311distribution of said Initial Software.
312
313The Holder undertakes that the Initial Software will remain ruled at
314least by this Agreement, for the duration set forth in Article 4.2 <#term>.
315
316
317 6.2 OVER THE CONTRIBUTIONS
318
319The Licensee who develops a Contribution is the owner of the
320intellectual property rights over this Contribution as defined by
321applicable law.
322
323
324 6.3 OVER THE EXTERNAL MODULES
325
326The Licensee who develops an External Module is the owner of the
327intellectual property rights over this External Module as defined by
328applicable law and is free to choose the type of agreement that shall
329govern its distribution.
330
331
332 6.4 JOINT PROVISIONS
333
334The Licensee expressly undertakes:
335
336 1. not to remove, or modify, in any manner, the intellectual property
337 notices attached to the Software;
338
339 2. to reproduce said notices, in an identical manner, in the copies of
340 the Software modified or not.
341
342The Licensee undertakes not to directly or indirectly infringe the
343intellectual property rights on the Software of the Holder and/or
344Contributors, and to take, where applicable, vis-à-vis its staff, any
345and all measures required to ensure respect of said intellectual
346property rights of the Holder and/or Contributors.
347
348
349 Article 7 - RELATED SERVICES
350
3517.1 Under no circumstances shall the Agreement oblige the Licensor to
352provide technical assistance or maintenance services for the Software.
353
354However, the Licensor is entitled to offer this type of services. The
355terms and conditions of such technical assistance, and/or such
356maintenance, shall be set forth in a separate instrument. Only the
357Licensor offering said maintenance and/or technical assistance services
358shall incur liability therefor.
359
3607.2 Similarly, any Licensor is entitled to offer to its licensees, under
361its sole responsibility, a warranty, that shall only be binding upon
362itself, for the redistribution of the Software and/or the Modified
363Software, under terms and conditions that it is free to decide. Said
364warranty, and the financial terms and conditions of its application,
365shall be subject of a separate instrument executed between the Licensor
366and the Licensee.
367
368
369 Article 8 - LIABILITY
370
3718.1 Subject to the provisions of Article 8.2, the Licensee shall be
372entitled to claim compensation for any direct loss it may have suffered
373from the Software as a result of a fault on the part of the relevant
374Licensor, subject to providing evidence thereof.
375
3768.2 The Licensor's liability is limited to the commitments made under
377this Agreement and shall not be incurred as a result of in particular:
378(i) loss due the Licensee's total or partial failure to fulfill its
379obligations, (ii) direct or consequential loss that is suffered by the
380Licensee due to the use or performance of the Software, and (iii) more
381generally, any consequential loss. In particular the Parties expressly
382agree that any or all pecuniary or business loss (i.e. loss of data,
383loss of profits, operating loss, loss of customers or orders,
384opportunity cost, any disturbance to business activities) or any or all
385legal proceedings instituted against the Licensee by a third party,
386shall constitute consequential loss and shall not provide entitlement to
387any or all compensation from the Licensor.
388
389
390 Article 9 - WARRANTY
391
3929.1 The Licensee acknowledges that the scientific and technical
393state-of-the-art when the Software was distributed did not enable all
394possible uses to be tested and verified, nor for the presence of
395possible defects to be detected. In this respect, the Licensee's
396attention has been drawn to the risks associated with loading, using,
397modifying and/or developing and reproducing the Software which are
398reserved for experienced users.
399
400The Licensee shall be responsible for verifying, by any or all means,
401the suitability of the product for its requirements, its good working
402order, and for ensuring that it shall not cause damage to either persons
403or properties.
404
4059.2 The Licensor hereby represents, in good faith, that it is entitled
406to grant all the rights over the Software (including in particular the
407rights set forth in Article 5 <#scope>).
408
4099.3 The Licensee acknowledges that the Software is supplied "as is" by
410the Licensor without any other express or tacit warranty, other than
411that provided for in Article 9.2 <#good-faith> and, in particular,
412without any warranty as to its commercial value, its secured, safe,
413innovative or relevant nature.
414
415Specifically, the Licensor does not warrant that the Software is free
416from any error, that it will operate without interruption, that it will
417be compatible with the Licensee's own equipment and software
418configuration, nor that it will meet the Licensee's requirements.
419
4209.4 The Licensor does not either expressly or tacitly warrant that the
421Software does not infringe any third party intellectual property right
422relating to a patent, software or any other property right. Therefore,
423the Licensor disclaims any and all liability towards the Licensee
424arising out of any or all proceedings for infringement that may be
425instituted in respect of the use, modification and redistribution of the
426Software. Nevertheless, should such proceedings be instituted against
427the Licensee, the Licensor shall provide it with technical and legal
428expertise for its defense. Such technical and legal expertise shall be
429decided on a case-by-case basis between the relevant Licensor and the
430Licensee pursuant to a memorandum of understanding. The Licensor
431disclaims any and all liability as regards the Licensee's use of the
432name of the Software. No warranty is given as regards the existence of
433prior rights over the name of the Software or as regards the existence
434of a trademark.
435
436
437 Article 10 - TERMINATION
438
43910.1 In the event of a breach by the Licensee of its obligations
440hereunder, the Licensor may automatically terminate this Agreement
441thirty (30) days after notice has been sent to the Licensee and has
442remained ineffective.
443
44410.2 A Licensee whose Agreement is terminated shall no longer be
445authorized to use, modify or distribute the Software. However, any
446licenses that it may have granted prior to termination of the Agreement
447shall remain valid subject to their having been granted in compliance
448with the terms and conditions hereof.
449
450
451 Article 11 - MISCELLANEOUS
452
453
454 11.1 EXCUSABLE EVENTS
455
456Neither Party shall be liable for any or all delay, or failure to
457perform the Agreement, that may be attributable to an event of force
458majeure, an act of God or an outside cause, such as defective
459functioning or interruptions of the electricity or telecommunications
460networks, network paralysis following a virus attack, intervention by
461government authorities, natural disasters, water damage, earthquakes,
462fire, explosions, strikes and labor unrest, war, etc.
463
46411.2 Any failure by either Party, on one or more occasions, to invoke
465one or more of the provisions hereof, shall under no circumstances be
466interpreted as being a waiver by the interested Party of its right to
467invoke said provision(s) subsequently.
468
46911.3 The Agreement cancels and replaces any or all previous agreements,
470whether written or oral, between the Parties and having the same
471purpose, and constitutes the entirety of the agreement between said
472Parties concerning said purpose. No supplement or modification to the
473terms and conditions hereof shall be effective as between the Parties
474unless it is made in writing and signed by their duly authorized
475representatives.
476
47711.4 In the event that one or more of the provisions hereof were to
478conflict with a current or future applicable act or legislative text,
479said act or legislative text shall prevail, and the Parties shall make
480the necessary amendments so as to comply with said act or legislative
481text. All other provisions shall remain effective. Similarly, invalidity
482of a provision of the Agreement, for any reason whatsoever, shall not
483cause the Agreement as a whole to be invalid.
484
485
486 11.5 LANGUAGE
487
488The Agreement is drafted in both French and English and both versions
489are deemed authentic.
490
491
492 Article 12 - NEW VERSIONS OF THE AGREEMENT
493
49412.1 Any person is authorized to duplicate and distribute copies of this
495Agreement.
496
49712.2 So as to ensure coherence, the wording of this Agreement is
498protected and may only be modified by the authors of the License, who
499reserve the right to periodically publish updates or new versions of the
500Agreement, each with a separate number. These subsequent versions may
501address new issues encountered by Free Software.
502
50312.3 Any Software distributed under a given version of the Agreement may
504only be subsequently distributed under the same version of the Agreement
505or a subsequent version, subject to the provisions of Article 5.3.4
506<#compatibility>.
507
508
509 Article 13 - GOVERNING LAW AND JURISDICTION
510
51113.1 The Agreement is governed by French law. The Parties agree to
512endeavor to seek an amicable solution to any disagreements or disputes
513that may arise during the performance of the Agreement.
514
51513.2 Failing an amicable solution within two (2) months as from their
516occurrence, and unless emergency proceedings are necessary, the
517disagreements or disputes shall be referred to the Paris Courts having
518jurisdiction, by the more diligent Party.