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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"#