1r#" 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. 519"#