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  1. CeCILL FREE SOFTWARE LICENSE AGREEMENT Notice
  2. This Agreement is a Free Software license agreement that is the result of
  3. discussions between its authors in order to ensure compliance with the two
  4. main principles guiding its drafting:
  5. * firstly, compliance with the principles governing the distribution of Free
  6. Software: access to source code, broad rights granted to users,
  7. * secondly, the election of a governing law, French law, with which it is
  8. conformant, both as regards the law of torts and intellectual property law,
  9. and the protection that it offers to both authors and holders of the economic
  10. rights over software.
  11. The authors of the CeCILL¹ license are:
  12. Commissariat à l'Energie Atomique - CEA, a public scientific, technical and
  13. industrial research establishment, having its principal place of business
  14. at 25 rue Leblanc, immeuble Le Ponant D, 75015 Paris, France.
  15. Centre National de la Recherche Scientifique - CNRS, a public scientific and
  16. technological establishment, having its principal place of business at 3 rue
  17. Michel-Ange, 75794 Paris cedex 16, France.
  18. Institut National de Recherche en Informatique et en Automatique - INRIA,
  19. a public scientific and technological establishment, having its principal
  20. place of business at Domaine de Voluceau, Rocquencourt, BP 105, 78153 Le Chesnay
  21. cedex, France.
  22. Preamble The purpose of this Free Software license agreement is to grant users
  23. the right to modify and redistribute the software governed by this license
  24. within the framework of an open source distribution model.
  25. The exercising of these rights is conditional upon certain obligations for
  26. users so as to preserve this status for all subsequent redistributions.
  27. In consideration of access to the source code and the rights to copy, modify
  28. and redistribute granted by the license, users are provided only with a limited
  29. warranty and the software's author, the holder of the economic rights, and
  30. the successive licensors only have limited liability.
  31. In this respect, the risks associated with loading, using, modifying and/or
  32. developing or reproducing the software by the user are brought to the user's
  33. attention, given its Free Software status, which may make it complicated to
  34. use, with the result that its use is reserved for developers and experienced
  35. professionals having in-depth computer knowledge. Users are therefore encouraged
  36. to load and test the suitability of the software as regards their requirements
  37. in conditions enabling the security of their systems and/or data to be ensured
  38. and, more generally, to use and operate it in the same conditions of security.
  39. This Agreement may be freely reproduced and published, provided it is not
  40. altered, and that no provisions are either added or removed herefrom.
  41. This Agreement may apply to any or all software for which the holder of the
  42. economic rights decides to submit the use thereof to its provisions.
  43. Article 1 - DEFINITIONS
  44. For the purpose of this Agreement, when the following expressions commence
  45. with a capital letter, they shall have the following meaning:
  46. Agreement: means this license agreement, and its possible subsequent versions
  47. and annexes.
  48. Software: means the software in its Object Code and/or Source Code form and,
  49. where applicable, its documentation, "as is" when the Licensee accepts the
  50. Agreement.
  51. Initial Software: means the Software in its Source Code and possibly its Object
  52. Code form and, where applicable, its documentation, "as is" when it is first
  53. distributed under the terms and conditions of the Agreement.
  54. Modified Software: means the Software modified by at least one Contribution.
  55. Source Code: means all the Software's instructions and program lines to which
  56. access is required so as to modify the Software.
  57. Object Code: means the binary files originating from the compilation of the
  58. Source Code.
  59. Holder: means the holder(s) of the economic rights over the Initial Software.
  60. Licensee: means the Software user(s) having accepted the Agreement.
  61. Contributor: means a Licensee having made at least one Contribution.
  62. Licensor: means the Holder, or any other individual or legal entity, who distributes
  63. the Software under the Agreement.
  64. Contribution: means any or all modifications, corrections, translations, adaptations
  65. and/or new functions integrated into the Software by any or all Contributors,
  66. as well as any or all Internal Modules.
  67. Module: means a set of sources files including their documentation that enables
  68. supplementary functions or services in addition to those offered by the Software.
  69. External Module: means any or all Modules, not derived from the Software,
  70. so that this Module and the Software run in separate address spaces, with
  71. one calling the other when they are run.
  72. Internal Module: means any or all Module, connected to the Software so that
  73. they both execute in the same address space.
  74. GNU GPL: means the GNU General Public License version 2 or any subsequent
  75. version, as published by the Free Software Foundation Inc.
  76. Parties: mean both the Licensee and the Licensor.
  77. These expressions may be used both in singular and plural form.
  78. Article 2 - PURPOSE
  79. The purpose of the Agreement is the grant by the Licensor to the Licensee
  80. of a non-exclusive, transferable and worldwide license for the Software as
  81. set forth in Article 5 hereinafter for the whole term of the protection granted
  82. by the rights over said Software.
  83. Article 3 - ACCEPTANCE
  84. 3.1 The Licensee shall be deemed as having accepted the terms and conditions
  85. of this Agreement upon the occurrence of the first of the following events:
  86. (i) loading the Software by any or all means, notably, by downloading from
  87. a remote server, or by loading from a physical medium;
  88. (ii) the first time the Licensee exercises any of the rights granted hereunder.
  89. 3.2 One copy of the Agreement, containing a notice relating to the characteristics
  90. of the Software, to the limited warranty, and to the fact that its use is
  91. restricted to experienced users has been provided to the Licensee prior to
  92. its acceptance as set forth in Article 3.1 hereinabove, and the Licensee hereby
  93. acknowledges that it has read and understood it.
  94. Article 4 - EFFECTIVE DATE AND TERM
  95. 4.1 EFFECTIVE DATE
  96. The Agreement shall become effective on the date when it is accepted by the
  97. Licensee as set forth in Article 3.1.
  98. 4.2 TERM
  99. The Agreement shall remain in force for the entire legal term of protection
  100. of the economic rights over the Software.
  101. Article 5 - SCOPE OF RIGHTS GRANTED
  102. The Licensor hereby grants to the Licensee, who accepts, the following rights
  103. over the Software for any or all use, and for the term of the Agreement, on
  104. the basis of the terms and conditions set forth hereinafter.
  105. Besides, if the Licensor owns or comes to own one or more patents protecting
  106. all or part of the functions of the Software or of its components, the Licensor
  107. undertakes not to enforce the rights granted by these patents against successive
  108. Licensees using, exploiting or modifying the Software. If these patents are
  109. transferred, the Licensor undertakes to have the transferees subscribe to
  110. the obligations set forth in this paragraph.
  111. 5.1 RIGHT OF USE
  112. The Licensee is authorized to use the Software, without any limitation as
  113. to its fields of application, with it being hereinafter specified that this
  114. comprises:
  115. 1. permanent or temporary reproduction of all or part of the Software by any
  116. or all means and in any or all form.
  117. 2. loading, displaying, running, or storing the Software on any or all medium.
  118. 3. entitlement to observe, study or test its operation so as to determine
  119. the ideas and principles behind any or all constituent elements of said Software.
  120. This shall apply when the Licensee carries out any or all loading, displaying,
  121. running, transmission or storage operation as regards the Software, that it
  122. is entitled to carry out hereunder.
  123. 5.2 ENTITLEMENT TO MAKE CONTRIBUTIONS
  124. The right to make Contributions includes the right to translate, adapt, arrange,
  125. or make any or all modifications to the Software, and the right to reproduce
  126. the resulting software.
  127. The Licensee is authorized to make any or all Contributions to the Software
  128. provided that it includes an explicit notice that it is the author of said
  129. Contribution and indicates the date of the creation thereof.
  130. 5.3 RIGHT OF DISTRIBUTION
  131. In particular, the right of distribution includes the right to publish, transmit
  132. and communicate the Software to the general public on any or all medium, and
  133. by any or all means, and the right to market, either in consideration of a
  134. fee, or free of charge, one or more copies of the Software by any means.
  135. The Licensee is further authorized to distribute copies of the modified or
  136. unmodified Software to third parties according to the terms and conditions
  137. set forth hereinafter.
  138. 5.3.1. DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION
  139. The Licensee is authorized to distribute true copies of the Software in Source
  140. Code or Object Code form, provided that said distribution complies with all
  141. the provisions of the Agreement and is accompanied by:
  142. 1. a copy of the Agreement,
  143. 2. a notice relating to the limitation of both the Licensor's warranty and
  144. liability as set forth in Articles 8 and 9,
  145. and that, in the event that only the Object Code of the Software is redistributed,
  146. the Licensee allows future Licensees unhindered access to the full Source
  147. Code of the Software by indicating how to access it, it being understood that
  148. the additional cost of acquiring the Source Code shall not exceed the cost
  149. of transferring the data.
  150. 5.3.2. DISTRIBUTION OF MODIFIED SOFTWARE
  151. When the Licensee makes a Contribution to the Software, the terms and conditions
  152. for the distribution of the resulting Modified Software become subject to
  153. all the provisions of this Agreement.
  154. The Licensee is authorized to distribute the Modified Software, in source
  155. code or object code form, provided that said distribution complies with all
  156. the provisions of the Agreement and is accompanied by:
  157. 1. a copy of the Agreement,
  158. 2. a notice relating to the limitation of both the Licensor's warranty and
  159. liability as set forth in Articles 8 and 9,
  160. and that, in the event that only the object code of the Modified Software
  161. is redistributed, the Licensee allows future Licensees unhindered access to
  162. the full source code of the Modified Software by indicating how to access
  163. it, it being understood that the additional cost of acquiring the source code
  164. shall not exceed the cost of transferring the data.
  165. 5.3.3. DISTRIBUTION OF EXTERNAL MODULES
  166. When the Licensee has developed an External Module, the terms and conditions
  167. of this Agreement do not apply to said External Module, that may be distributed
  168. under a separate license agreement.
  169. 5.3.4. COMPATIBILITY WITH THE GNU GPL
  170. The Licensee can include a code that is subject to the provisions of one of
  171. the versions of the GNU GPL in the Modified or unmodified Software, and distribute
  172. that entire code under the terms of the same version of the GNU GPL.
  173. The Licensee can include the Modified or unmodified Software in a code that
  174. is subject to the provisions of one of the versions of the GNU GPL, and distribute
  175. that entire code under the terms of the same version of the GNU GPL.
  176. Article 6 - INTELLECTUAL PROPERTY
  177. 6.1 OVER THE INITIAL SOFTWARE
  178. The Holder owns the economic rights over the Initial Software. Any or all
  179. use of the Initial Software is subject to compliance with the terms and conditions
  180. under which the Holder has elected to distribute its work and no one shall
  181. be entitled to modify the terms and conditions for the distribution of said
  182. Initial Software.
  183. The Holder undertakes that the Initial Software will remain ruled at least
  184. by this Agreement, for the duration set forth in Article 4.2.
  185. 6.2 OVER THE CONTRIBUTIONS
  186. The Licensee who develops a Contribution is the owner of the intellectual
  187. property rights over this Contribution as defined by applicable law.
  188. 6.3 OVER THE EXTERNAL MODULES
  189. The Licensee who develops an External Module is the owner of the intellectual
  190. property rights over this External Module as defined by applicable law and
  191. is free to choose the type of agreement that shall govern its distribution.
  192. 6.4 JOINT PROVISIONS
  193. The Licensee expressly undertakes:
  194. 1. not to remove, or modify, in any manner, the intellectual property notices
  195. attached to the Software;
  196. 2. to reproduce said notices, in an identical manner, in the copies of the
  197. Software modified or not.
  198. The Licensee undertakes not to directly or indirectly infringe the intellectual
  199. property rights of the Holder and/or Contributors on the Software and to take,
  200. where applicable, vis-à-vis its staff, any and all measures required to ensure
  201. respect of said intellectual property rights of the Holder and/or Contributors.
  202. Article 7 - RELATED SERVICES
  203. 7.1 Under no circumstances shall the Agreement oblige the Licensor to provide
  204. technical assistance or maintenance services for the Software.
  205. However, the Licensor is entitled to offer this type of services. The terms
  206. and conditions of such technical assistance, and/or such maintenance, shall
  207. be set forth in a separate instrument. Only the Licensor offering said maintenance
  208. and/or technical assistance services shall incur liability therefor.
  209. 7.2 Similarly, any Licensor is entitled to offer to its licensees, under its
  210. sole responsibility, a warranty, that shall only be binding upon itself, for
  211. the redistribution of the Software and/or the Modified Software, under terms
  212. and conditions that it is free to decide. Said warranty, and the financial
  213. terms and conditions of its application, shall be subject of a separate instrument
  214. executed between the Licensor and the Licensee.
  215. Article 8 - LIABILITY
  216. 8.1 Subject to the provisions of Article 8.2, the Licensee shall be entitled
  217. to claim compensation for any direct loss it may have suffered from the Software
  218. as a result of a fault on the part of the relevant Licensor, subject to providing
  219. evidence thereof.
  220. 8.2 The Licensor's liability is limited to the commitments made under this
  221. Agreement and shall not be incurred as a result of in particular: (i) loss
  222. due the Licensee's total or partial failure to fulfill its obligations, (ii)
  223. direct or consequential loss that is suffered by the Licensee due to the use
  224. or performance of the Software, and (iii) more generally, any consequential
  225. loss. In particular the Parties expressly agree that any or all pecuniary
  226. or business loss (i.e. loss of data, loss of profits, operating loss, loss
  227. of customers or orders, opportunity cost, any disturbance to business activities)
  228. or any or all legal proceedings instituted against the Licensee by a third
  229. party, shall constitute consequential loss and shall not provide entitlement
  230. to any or all compensation from the Licensor.
  231. Article 9 - WARRANTY
  232. 9.1 The Licensee acknowledges that the scientific and technical state-of-the-art
  233. when the Software was distributed did not enable all possible uses to be tested
  234. and verified, nor for the presence of possible defects to be detected. In
  235. this respect, the Licensee's attention has been drawn to the risks associated
  236. with loading, using, modifying and/or developing and reproducing the Software
  237. which are reserved for experienced users.
  238. The Licensee shall be responsible for verifying, by any or all means, the
  239. suitability of the product for its requirements, its good working order, and
  240. for ensuring that it shall not cause damage to either persons or properties.
  241. 9.2 The Licensor hereby represents, in good faith, that it is entitled to
  242. grant all the rights over the Software (including in particular the rights
  243. set forth in Article 5).
  244. 9.3 The Licensee acknowledges that the Software is supplied "as is" by the
  245. Licensor without any other express or tacit warranty, other than that provided
  246. for in Article 9.2 and, in particular, without any warranty as to its commercial
  247. value, its secured, safe, innovative or relevant nature.
  248. Specifically, the Licensor does not warrant that the Software is free from
  249. any error, that it will operate without interruption, that it will be compatible
  250. with the Licensee's own equipment and software configuration, nor that it
  251. will meet the Licensee's requirements.
  252. 9.4 The Licensor does not either expressly or tacitly warrant that the Software
  253. does not infringe any third party intellectual property right relating to
  254. a patent, software or any other property right. Therefore, the Licensor disclaims
  255. any and all liability towards the Licensee arising out of any or all proceedings
  256. for infringement that may be instituted in respect of the use, modification
  257. and redistribution of the Software. Nevertheless, should such proceedings
  258. be instituted against the Licensee, the Licensor shall provide it with technical
  259. and legal assistance for its defense. Such technical and legal assistance
  260. shall be decided on a case-by-case basis between the relevant Licensor and
  261. the Licensee pursuant to a memorandum of understanding. The Licensor disclaims
  262. any and all liability as regards the Licensee's use of the name of the Software.
  263. No warranty is given as regards the existence of prior rights over the name
  264. of the Software or as regards the existence of a trademark.
  265. Article 10 - TERMINATION
  266. 10.1 In the event of a breach by the Licensee of its obligations hereunder,
  267. the Licensor may automatically terminate this Agreement thirty (30) days after
  268. notice has been sent to the Licensee and has remained ineffective.
  269. 10.2 A Licensee whose Agreement is terminated shall no longer be authorized
  270. to use, modify or distribute the Software. However, any licenses that it may
  271. have granted prior to termination of the Agreement shall remain valid subject
  272. to their having been granted in compliance with the terms and conditions hereof.
  273. Article 11 - MISCELLANEOUS
  274. 11.1 EXCUSABLE EVENTS
  275. Neither Party shall be liable for any or all delay, or failure to perform
  276. the Agreement, that may be attributable to an event of force majeure, an act
  277. of God or an outside cause, such as defective functioning or interruptions
  278. of the electricity or telecommunications networks, network paralysis following
  279. a virus attack, intervention by government authorities, natural disasters,
  280. water damage, earthquakes, fire, explosions, strikes and labor unrest, war,
  281. etc.
  282. 11.2 Any failure by either Party, on one or more occasions, to invoke one
  283. or more of the provisions hereof, shall under no circumstances be interpreted
  284. as being a waiver by the interested Party of its right to invoke said provision(s)
  285. subsequently.
  286. 11.3 The Agreement cancels and replaces any or all previous agreements, whether
  287. written or oral, between the Parties and having the same purpose, and constitutes
  288. the entirety of the agreement between said Parties concerning said purpose.
  289. No supplement or modification to the terms and conditions hereof shall be
  290. effective as between the Parties unless it is made in writing and signed by
  291. their duly authorized representatives.
  292. 11.4 In the event that one or more of the provisions hereof were to conflict
  293. with a current or future applicable act or legislative text, said act or legislative
  294. text shall prevail, and the Parties shall make the necessary amendments so
  295. as to comply with said act or legislative text. All other provisions shall
  296. remain effective. Similarly, invalidity of a provision of the Agreement, for
  297. any reason whatsoever, shall not cause the Agreement as a whole to be invalid.
  298. 11.5 LANGUAGE
  299. The Agreement is drafted in both French and English and both versions are
  300. deemed authentic.
  301. Article 12 - NEW VERSIONS OF THE AGREEMENT
  302. 12.1 Any person is authorized to duplicate and distribute copies of this Agreement.
  303. 12.2 So as to ensure coherence, the wording of this Agreement is protected
  304. and may only be modified by the authors of the License, who reserve the right
  305. to periodically publish updates or new versions of the Agreement, each with
  306. a separate number. These subsequent versions may address new issues encountered
  307. by Free Software.
  308. 12.3 Any Software distributed under a given version of the Agreement may only
  309. be subsequently distributed under the same version of the Agreement or a subsequent
  310. version, subject to the provisions of Article 5.3.4.
  311. Article 13 - GOVERNING LAW AND JURISDICTION
  312. 13.1 The Agreement is governed by French law. The Parties agree to endeavor
  313. to seek an amicable solution to any disagreements or disputes that may arise
  314. during the performance of the Agreement.
  315. 13.2 Failing an amicable solution within two (2) months as from their occurrence,
  316. and unless emergency proceedings are necessary, the disagreements or disputes
  317. shall be referred to the Paris Courts having jurisdiction, by the more diligent
  318. Party.
  319. Version 2.0 dated 2006-09-05. 1 CeCILL stands for Ce(a) C(nrs) I(nria) L(ogiciel)
  320. L(ibre)
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