1r#" 2CeCILL-C FREE SOFTWARE LICENSE AGREEMENT 3 4 5 Notice 6 7This Agreement is a Free Software license agreement that is the result 8of discussions between its authors in order to ensure compliance with 9the two main principles guiding its drafting: 10 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. 18 19The authors of the CeCILL-C (for Ce[a] C[nrs] I[nria] L[ogiciel] L[ibre]) 20license are: 21 22Commissariat à l'Energie Atomique - CEA, a public scientific, technical 23and industrial research establishment, having its principal place of 24business at 25 rue Leblanc, immeuble Le Ponant D, 75015 Paris, France. 25 26Centre National de la Recherche Scientifique - CNRS, a public scientific 27and technological establishment, having its principal place of business 28at 3 rue Michel-Ange, 75794 Paris cedex 16, France. 29 30Institut National de Recherche en Informatique et en Automatique - 31INRIA, a public scientific and technological establishment, having its 32principal place of business at Domaine de Voluceau, Rocquencourt, BP 33105, 78153 Le Chesnay cedex, France. 34 35 36 Preamble 37 38The purpose of this Free Software license agreement is to grant users 39the right to modify and re-use the software governed by this license. 40 41The exercising of this right is conditional upon the obligation to make 42available to the community the modifications made to the source code of 43the software so as to contribute to its evolution. 44 45In consideration of access to the source code and the rights to copy, 46modify and redistribute granted by the license, users are provided only 47with a limited warranty and the software's author, the holder of the 48economic rights, and the successive licensors only have limited liability. 49 50In this respect, the risks associated with loading, using, modifying 51and/or developing or reproducing the software by the user are brought to 52the user's attention, given its Free Software status, which may make it 53complicated to use, with the result that its use is reserved for 54developers and experienced professionals having in-depth computer 55knowledge. Users are therefore encouraged to load and test the 56suitability of the software as regards their requirements in conditions 57enabling the security of their systems and/or data to be ensured and, 58more generally, to use and operate it in the same conditions of 59security. This Agreement may be freely reproduced and published, 60provided it is not altered, and that no provisions are either added or 61removed herefrom. 62 63This Agreement may apply to any or all software for which the holder of 64the economic rights decides to submit the use thereof to its provisions. 65 66 67 Article 1 - DEFINITIONS 68 69For the purpose of this Agreement, when the following expressions 70commence with a capital letter, they shall have the following meaning: 71 72Agreement: means this license agreement, and its possible subsequent 73versions and annexes. 74 75Software: means the software in its Object Code and/or Source Code form 76and, where applicable, its documentation, "as is" when the Licensee 77accepts the Agreement. 78 79Initial Software: means the Software in its Source Code and possibly its 80Object Code form and, where applicable, its documentation, "as is" when 81it is first distributed under the terms and conditions of the Agreement. 82 83Modified Software: means the Software modified by at least one 84Integrated Contribution. 85 86Source Code: means all the Software's instructions and program lines to 87which access is required so as to modify the Software. 88 89Object Code: means the binary files originating from the compilation of 90the Source Code. 91 92Holder: means the holder(s) of the economic rights over the Initial 93Software. 94 95Licensee: means the Software user(s) having accepted the Agreement. 96 97Contributor: means a Licensee having made at least one Integrated 98Contribution. 99 100Licensor: means the Holder, or any other individual or legal entity, who 101distributes the Software under the Agreement. 102 103Integrated Contribution: means any or all modifications, corrections, 104translations, adaptations and/or new functions integrated into the 105Source Code by any or all Contributors. 106 107Related Module: means a set of sources files including their 108documentation that, without modification to the Source Code, enables 109supplementary functions or services in addition to those offered by the 110Software. 111 112Derivative Software: means any combination of the Software, modified or 113not, and of a Related Module. 114 115Parties: mean both the Licensee and the Licensor. 116 117These expressions may be used both in singular and plural form. 118 119 120 Article 2 - PURPOSE 121 122The purpose of the Agreement is the grant by the Licensor to the 123Licensee of a non-exclusive, transferable and worldwide license for the 124Software as set forth in Article 5 hereinafter for the whole term of the 125protection granted by the rights over said Software. 126 127 128 Article 3 - ACCEPTANCE 129 1303.1 The Licensee shall be deemed as having accepted the terms and 131conditions of this Agreement upon the occurrence of the first of the 132following events: 133 134 * (i) loading the Software by any or all means, notably, by 135 downloading from a remote server, or by loading from a physical 136 medium; 137 * (ii) the first time the Licensee exercises any of the rights 138 granted hereunder. 139 1403.2 One copy of the Agreement, containing a notice relating to the 141characteristics of the Software, to the limited warranty, and to the 142fact that its use is restricted to experienced users has been provided 143to the Licensee prior to its acceptance as set forth in Article 3.1 144hereinabove, and the Licensee hereby acknowledges that it has read and 145understood it. 146 147 148 Article 4 - EFFECTIVE DATE AND TERM 149 150 151 4.1 EFFECTIVE DATE 152 153The Agreement shall become effective on the date when it is accepted by 154the Licensee as set forth in Article 3.1. 155 156 157 4.2 TERM 158 159The Agreement shall remain in force for the entire legal term of 160protection of the economic rights over the Software. 161 162 163 Article 5 - SCOPE OF RIGHTS GRANTED 164 165The Licensor hereby grants to the Licensee, who accepts, the following 166rights over the Software for any or all use, and for the term of the 167Agreement, on the basis of the terms and conditions set forth hereinafter. 168 169Besides, if the Licensor owns or comes to own one or more patents 170protecting all or part of the functions of the Software or of its 171components, the Licensor undertakes not to enforce the rights granted by 172these patents against successive Licensees using, exploiting or 173modifying the Software. If these patents are transferred, the Licensor 174undertakes to have the transferees subscribe to the obligations set 175forth in this paragraph. 176 177 178 5.1 RIGHT OF USE 179 180The Licensee is authorized to use the Software, without any limitation 181as to its fields of application, with it being hereinafter specified 182that this comprises: 183 184 1. permanent or temporary reproduction of all or part of the Software 185 by any or all means and in any or all form. 186 187 2. loading, displaying, running, or storing the Software on any or 188 all medium. 189 190 3. entitlement to observe, study or test its operation so as to 191 determine the ideas and principles behind any or all constituent 192 elements of said Software. This shall apply when the Licensee 193 carries out any or all loading, displaying, running, transmission 194 or storage operation as regards the Software, that it is entitled 195 to carry out hereunder. 196 197 198 5.2 RIGHT OF MODIFICATION 199 200The right of modification includes the right to translate, adapt, 201arrange, or make any or all modifications to the Software, and the right 202to reproduce the resulting software. It includes, in particular, the 203right to create a Derivative Software. 204 205The Licensee is authorized to make any or all modification to the 206Software provided that it includes an explicit notice that it is the 207author of said modification and indicates the date of the creation thereof. 208 209 210 5.3 RIGHT OF DISTRIBUTION 211 212In particular, the right of distribution includes the right to publish, 213transmit and communicate the Software to the general public on any or 214all medium, and by any or all means, and the right to market, either in 215consideration of a fee, or free of charge, one or more copies of the 216Software by any means. 217 218The Licensee is further authorized to distribute copies of the modified 219or unmodified Software to third parties according to the terms and 220conditions set forth hereinafter. 221 222 223 5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION 224 225The Licensee is authorized to distribute true copies of the Software in 226Source Code or Object Code form, provided that said distribution 227complies with all the provisions of the Agreement and is accompanied by: 228 229 1. a copy of the Agreement, 230 231 2. a notice relating to the limitation of both the Licensor's 232 warranty and liability as set forth in Articles 8 and 9, 233 234and that, in the event that only the Object Code of the Software is 235redistributed, the Licensee allows effective access to the full Source 236Code of the Software at a minimum during the entire period of its 237distribution of the Software, it being understood that the additional 238cost of acquiring the Source Code shall not exceed the cost of 239transferring the data. 240 241 242 5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE 243 244When the Licensee makes an Integrated Contribution to the Software, the 245terms and conditions for the distribution of the resulting Modified 246Software become subject to all the provisions of this Agreement. 247 248The Licensee is authorized to distribute the Modified Software, in 249source code or object code form, provided that said distribution 250complies with all the provisions of the Agreement and is accompanied by: 251 252 1. a copy of the Agreement, 253 254 2. a notice relating to the limitation of both the Licensor's 255 warranty and liability as set forth in Articles 8 and 9, 256 257and that, in the event that only the object code of the Modified 258Software is redistributed, the Licensee allows effective access to the 259full source code of the Modified Software at a minimum during the entire 260period of its distribution of the Modified Software, it being understood 261that the additional cost of acquiring the source code shall not exceed 262the cost of transferring the data. 263 264 265 5.3.3 DISTRIBUTION OF DERIVATIVE SOFTWARE 266 267When the Licensee creates Derivative Software, this Derivative Software 268may be distributed under a license agreement other than this Agreement, 269subject to compliance with the requirement to include a notice 270concerning the rights over the Software as defined in Article 6.4. 271In the event the creation of the Derivative Software required modification 272of the Source Code, the Licensee undertakes that: 273 274 1. the resulting Modified Software will be governed by this Agreement, 275 2. the Integrated Contributions in the resulting Modified Software 276 will be clearly identified and documented, 277 3. the Licensee will allow effective access to the source code of the 278 Modified Software, at a minimum during the entire period of 279 distribution of the Derivative Software, such that such 280 modifications may be carried over in a subsequent version of the 281 Software; it being understood that the additional cost of 282 purchasing the source code of the Modified Software shall not 283 exceed the cost of transferring the data. 284 285 286 5.3.4 COMPATIBILITY WITH THE CeCILL LICENSE 287 288When a Modified Software contains an Integrated Contribution subject to 289the CeCILL license agreement, or when a Derivative Software contains a 290Related Module subject to the CeCILL license agreement, the provisions 291set forth in the third item of Article 6.4 are optional. 292 293 294 Article 6 - INTELLECTUAL PROPERTY 295 296 297 6.1 OVER THE INITIAL SOFTWARE 298 299The Holder owns the economic rights over the Initial Software. Any or 300all use of the Initial Software is subject to compliance with the terms 301and conditions under which the Holder has elected to distribute its work 302and no one shall be entitled to modify the terms and conditions for the 303distribution of said Initial Software. 304 305The Holder undertakes that the Initial Software will remain ruled at 306least by this Agreement, for the duration set forth in Article 4.2. 307 308 309 6.2 OVER THE INTEGRATED CONTRIBUTIONS 310 311The Licensee who develops an Integrated Contribution is the owner of the 312intellectual property rights over this Contribution as defined by 313applicable law. 314 315 316 6.3 OVER THE RELATED MODULES 317 318The Licensee who develops a Related Module is the owner of the 319intellectual property rights over this Related Module as defined by 320applicable law and is free to choose the type of agreement that shall 321govern its distribution under the conditions defined in Article 5.3.3. 322 323 324 6.4 NOTICE OF RIGHTS 325 326The Licensee expressly undertakes: 327 328 1. not to remove, or modify, in any manner, the intellectual property 329 notices attached to the Software; 330 331 2. to reproduce said notices, in an identical manner, in the copies 332 of the Software modified or not; 333 334 3. to ensure that use of the Software, its intellectual property 335 notices and the fact that it is governed by the Agreement is 336 indicated in a text that is easily accessible, specifically from 337 the interface of any Derivative Software. 338 339The Licensee undertakes not to directly or indirectly infringe the 340intellectual property rights of the Holder and/or Contributors on the 341Software and to take, where applicable, vis-à-vis its staff, any and all 342measures required to ensure respect of said intellectual property rights 343of the Holder and/or Contributors. 344 345 346 Article 7 - RELATED SERVICES 347 3487.1 Under no circumstances shall the Agreement oblige the Licensor to 349provide technical assistance or maintenance services for the Software. 350 351However, the Licensor is entitled to offer this type of services. The 352terms and conditions of such technical assistance, and/or such 353maintenance, shall be set forth in a separate instrument. Only the 354Licensor offering said maintenance and/or technical assistance services 355shall incur liability therefor. 356 3577.2 Similarly, any Licensor is entitled to offer to its licensees, under 358its sole responsibility, a warranty, that shall only be binding upon 359itself, for the redistribution of the Software and/or the Modified 360Software, under terms and conditions that it is free to decide. Said 361warranty, and the financial terms and conditions of its application, 362shall be subject of a separate instrument executed between the Licensor 363and the Licensee. 364 365 366 Article 8 - LIABILITY 367 3688.1 Subject to the provisions of Article 8.2, the Licensee shall be 369entitled to claim compensation for any direct loss it may have suffered 370from the Software as a result of a fault on the part of the relevant 371Licensor, subject to providing evidence thereof. 372 3738.2 The Licensor's liability is limited to the commitments made under 374this Agreement and shall not be incurred as a result of in particular: 375(i) loss due the Licensee's total or partial failure to fulfill its 376obligations, (ii) direct or consequential loss that is suffered by the 377Licensee due to the use or performance of the Software, and (iii) more 378generally, any consequential loss. In particular the Parties expressly 379agree that any or all pecuniary or business loss (i.e. loss of data, 380loss of profits, operating loss, loss of customers or orders, 381opportunity cost, any disturbance to business activities) or any or all 382legal proceedings instituted against the Licensee by a third party, 383shall constitute consequential loss and shall not provide entitlement to 384any or all compensation from the Licensor. 385 386 387 Article 9 - WARRANTY 388 3899.1 The Licensee acknowledges that the scientific and technical 390state-of-the-art when the Software was distributed did not enable all 391possible uses to be tested and verified, nor for the presence of 392possible defects to be detected. In this respect, the Licensee's 393attention has been drawn to the risks associated with loading, using, 394modifying and/or developing and reproducing the Software which are 395reserved for experienced users. 396 397The Licensee shall be responsible for verifying, by any or all means, 398the suitability of the product for its requirements, its good working 399order, and for ensuring that it shall not cause damage to either persons 400or properties. 401 4029.2 The Licensor hereby represents, in good faith, that it is entitled 403to grant all the rights over the Software (including in particular the 404rights set forth in Article 5). 405 4069.3 The Licensee acknowledges that the Software is supplied "as is" by 407the Licensor without any other express or tacit warranty, other than 408that provided for in Article 9.2 and, in particular, without any warranty 409as to its commercial value, its secured, safe, innovative or relevant 410nature. 411 412Specifically, the Licensor does not warrant that the Software is free 413from any error, that it will operate without interruption, that it will 414be compatible with the Licensee's own equipment and software 415configuration, nor that it will meet the Licensee's requirements. 416 4179.4 The Licensor does not either expressly or tacitly warrant that the 418Software does not infringe any third party intellectual property right 419relating to a patent, software or any other property right. Therefore, 420the Licensor disclaims any and all liability towards the Licensee 421arising out of any or all proceedings for infringement that may be 422instituted in respect of the use, modification and redistribution of the 423Software. Nevertheless, should such proceedings be instituted against 424the Licensee, the Licensor shall provide it with technical and legal 425assistance for its defense. Such technical and legal assistance shall be 426decided on a case-by-case basis between the relevant Licensor and the 427Licensee pursuant to a memorandum of understanding. The Licensor 428disclaims any and all liability as regards the Licensee's use of the 429name of the Software. No warranty is given as regards the existence of 430prior rights over the name of the Software or as regards the existence 431of a trademark. 432 433 434 Article 10 - TERMINATION 435 43610.1 In the event of a breach by the Licensee of its obligations 437hereunder, the Licensor may automatically terminate this Agreement 438thirty (30) days after notice has been sent to the Licensee and has 439remained ineffective. 440 44110.2 A Licensee whose Agreement is terminated shall no longer be 442authorized to use, modify or distribute the Software. However, any 443licenses that it may have granted prior to termination of the Agreement 444shall remain valid subject to their having been granted in compliance 445with the terms and conditions hereof. 446 447 448 Article 11 - MISCELLANEOUS 449 450 451 11.1 EXCUSABLE EVENTS 452 453Neither Party shall be liable for any or all delay, or failure to 454perform the Agreement, that may be attributable to an event of force 455majeure, an act of God or an outside cause, such as defective 456functioning or interruptions of the electricity or telecommunications 457networks, network paralysis following a virus attack, intervention by 458government authorities, natural disasters, water damage, earthquakes, 459fire, explosions, strikes and labor unrest, war, etc. 460 46111.2 Any failure by either Party, on one or more occasions, to invoke 462one or more of the provisions hereof, shall under no circumstances be 463interpreted as being a waiver by the interested Party of its right to 464invoke said provision(s) subsequently. 465 46611.3 The Agreement cancels and replaces any or all previous agreements, 467whether written or oral, between the Parties and having the same 468purpose, and constitutes the entirety of the agreement between said 469Parties concerning said purpose. No supplement or modification to the 470terms and conditions hereof shall be effective as between the Parties 471unless it is made in writing and signed by their duly authorized 472representatives. 473 47411.4 In the event that one or more of the provisions hereof were to 475conflict with a current or future applicable act or legislative text, 476said act or legislative text shall prevail, and the Parties shall make 477the necessary amendments so as to comply with said act or legislative 478text. All other provisions shall remain effective. Similarly, invalidity 479of a provision of the Agreement, for any reason whatsoever, shall not 480cause the Agreement as a whole to be invalid. 481 482 483 11.5 LANGUAGE 484 485The Agreement is drafted in both French and English and both versions 486are deemed authentic. 487 488 489 Article 12 - NEW VERSIONS OF THE AGREEMENT 490 49112.1 Any person is authorized to duplicate and distribute copies of this 492Agreement. 493 49412.2 So as to ensure coherence, the wording of this Agreement is 495protected and may only be modified by the authors of the License, who 496reserve the right to periodically publish updates or new versions of the 497Agreement, each with a separate number. These subsequent versions may 498address new issues encountered by Free Software. 499 50012.3 Any Software distributed under a given version of the Agreement may 501only be subsequently distributed under the same version of the Agreement 502or a subsequent version. 503 504 505 Article 13 - GOVERNING LAW AND JURISDICTION 506 50713.1 The Agreement is governed by French law. The Parties agree to 508endeavor to seek an amicable solution to any disagreements or disputes 509that may arise during the performance of the Agreement. 510 51113.2 Failing an amicable solution within two (2) months as from their 512occurrence, and unless emergency proceedings are necessary, the 513disagreements or disputes shall be referred to the Paris Courts having 514jurisdiction, by the more diligent Party. 515 516 517Version 1.0 dated 2006-09-05. 518"#