1 CeCILL-B FREE SOFTWARE LICENSE AGREEMENT 2 3 4 Notice 5 6 This Agreement is a Free Software license agreement that is the result 7 of discussions between its authors in order to ensure compliance with 8 the two main principles guiding its drafting: 9 10 * firstly, compliance with the principles governing the distribution 11 of Free Software: access to source code, broad rights granted to 12 users, 13 * secondly, the election of a governing law, French law, with which 14 it is conformant, both as regards the law of torts and 15 intellectual property law, and the protection that it offers to 16 both authors and holders of the economic rights over software. 17 18 The authors of the CeCILL-B (for Ce[a] C[nrs] I[nria] L[ogiciel] L[ibre]) 19 license are: 20 21 Commissariat � l'Energie Atomique - CEA, a public scientific, technical 22 and industrial research establishment, having its principal place of 23 business at 25 rue Leblanc, immeuble Le Ponant D, 75015 Paris, France. 24 25 Centre National de la Recherche Scientifique - CNRS, a public scientific 26 and technological establishment, having its principal place of business 27 at 3 rue Michel-Ange, 75794 Paris cedex 16, France. 28 29 Institut National de Recherche en Informatique et en Automatique - 30 INRIA, a public scientific and technological establishment, having its 31 principal place of business at Domaine de Voluceau, Rocquencourt, BP 32 105, 78153 Le Chesnay cedex, France. 33 34 35 Preamble 36 37 This Agreement is an open source software license intended to give users 38 significant freedom to modify and redistribute the software licensed 39 hereunder. 40 41 The exercising of this freedom is conditional upon a strong obligation 42 of giving credits for everybody that distributes a software 43 incorporating a software ruled by the current license so as all 44 contributions to be properly identified and acknowledged. 45 46 In consideration of access to the source code and the rights to copy, 47 modify and redistribute granted by the license, users are provided only 48 with a limited warranty and the software's author, the holder of the 49 economic rights, and the successive licensors only have limited liability. 50 51 In this respect, the risks associated with loading, using, modifying 52 and/or developing or reproducing the software by the user are brought to 53 the user's attention, given its Free Software status, which may make it 54 complicated to use, with the result that its use is reserved for 55 developers and experienced professionals having in-depth computer 56 knowledge. Users are therefore encouraged to load and test the 57 suitability of the software as regards their requirements in conditions 58 enabling the security of their systems and/or data to be ensured and, 59 more generally, to use and operate it in the same conditions of 60 security. This Agreement may be freely reproduced and published, 61 provided it is not altered, and that no provisions are either added or 62 removed herefrom. 63 64 This Agreement may apply to any or all software for which the holder of 65 the economic rights decides to submit the use thereof to its provisions. 66 67 68 Article 1 - DEFINITIONS 69 70 For the purpose of this Agreement, when the following expressions 71 commence with a capital letter, they shall have the following meaning: 72 73 Agreement: means this license agreement, and its possible subsequent 74 versions and annexes. 75 76 Software: means the software in its Object Code and/or Source Code form 77 and, where applicable, its documentation, "as is" when the Licensee 78 accepts the Agreement. 79 80 Initial Software: means the Software in its Source Code and possibly its 81 Object Code form and, where applicable, its documentation, "as is" when 82 it is first distributed under the terms and conditions of the Agreement. 83 84 Modified Software: means the Software modified by at least one 85 Contribution. 86 87 Source Code: means all the Software's instructions and program lines to 88 which access is required so as to modify the Software. 89 90 Object Code: means the binary files originating from the compilation of 91 the Source Code. 92 93 Holder: means the holder(s) of the economic rights over the Initial 94 Software. 95 96 Licensee: means the Software user(s) having accepted the Agreement. 97 98 Contributor: means a Licensee having made at least one Contribution. 99 100 Licensor: means the Holder, or any other individual or legal entity, who 101 distributes the Software under the Agreement. 102 103 Contribution: means any or all modifications, corrections, translations, 104 adaptations and/or new functions integrated into the Software by any or 105 all Contributors, as well as any or all Internal Modules. 106 107 Module: means a set of sources files including their documentation that 108 enables supplementary functions or services in addition to those offered 109 by the Software. 110 111 External Module: means any or all Modules, not derived from the 112 Software, so that this Module and the Software run in separate address 113 spaces, with one calling the other when they are run. 114 115 Internal Module: means any or all Module, connected to the Software so 116 that they both execute in the same address space. 117 118 Parties: mean both the Licensee and the Licensor. 119 120 These expressions may be used both in singular and plural form. 121 122 123 Article 2 - PURPOSE 124 125 The purpose of the Agreement is the grant by the Licensor to the 126 Licensee of a non-exclusive, transferable and worldwide license for the 127 Software as set forth in Article 5 hereinafter for the whole term of the 128 protection granted by the rights over said Software. 129 130 131 Article 3 - ACCEPTANCE 132 133 3.1 The Licensee shall be deemed as having accepted the terms and 134 conditions of this Agreement upon the occurrence of the first of the 135 following events: 136 137 * (i) loading the Software by any or all means, notably, by 138 downloading from a remote server, or by loading from a physical 139 medium; 140 * (ii) the first time the Licensee exercises any of the rights 141 granted hereunder. 142 143 3.2 One copy of the Agreement, containing a notice relating to the 144 characteristics of the Software, to the limited warranty, and to the 145 fact that its use is restricted to experienced users has been provided 146 to the Licensee prior to its acceptance as set forth in Article 3.1 147 hereinabove, and the Licensee hereby acknowledges that it has read and 148 understood it. 149 150 151 Article 4 - EFFECTIVE DATE AND TERM 152 153 154 4.1 EFFECTIVE DATE 155 156 The Agreement shall become effective on the date when it is accepted by 157 the Licensee as set forth in Article 3.1. 158 159 160 4.2 TERM 161 162 The Agreement shall remain in force for the entire legal term of 163 protection of the economic rights over the Software. 164 165 166 Article 5 - SCOPE OF RIGHTS GRANTED 167 168 The Licensor hereby grants to the Licensee, who accepts, the following 169 rights over the Software for any or all use, and for the term of the 170 Agreement, on the basis of the terms and conditions set forth hereinafter. 171 172 Besides, if the Licensor owns or comes to own one or more patents 173 protecting all or part of the functions of the Software or of its 174 components, the Licensor undertakes not to enforce the rights granted by 175 these patents against successive Licensees using, exploiting or 176 modifying the Software. If these patents are transferred, the Licensor 177 undertakes to have the transferees subscribe to the obligations set 178 forth in this paragraph. 179 180 181 5.1 RIGHT OF USE 182 183 The Licensee is authorized to use the Software, without any limitation 184 as to its fields of application, with it being hereinafter specified 185 that this comprises: 186 187 1. permanent or temporary reproduction of all or part of the Software 188 by any or all means and in any or all form. 189 190 2. loading, displaying, running, or storing the Software on any or 191 all medium. 192 193 3. entitlement to observe, study or test its operation so as to 194 determine the ideas and principles behind any or all constituent 195 elements of said Software. This shall apply when the Licensee 196 carries out any or all loading, displaying, running, transmission 197 or storage operation as regards the Software, that it is entitled 198 to carry out hereunder. 199 200 201 5.2 ENTITLEMENT TO MAKE CONTRIBUTIONS 202 203 The right to make Contributions includes the right to translate, adapt, 204 arrange, or make any or all modifications to the Software, and the right 205 to reproduce the resulting software. 206 207 The Licensee is authorized to make any or all Contributions to the 208 Software provided that it includes an explicit notice that it is the 209 author of said Contribution and indicates the date of the creation thereof. 210 211 212 5.3 RIGHT OF DISTRIBUTION 213 214 In particular, the right of distribution includes the right to publish, 215 transmit and communicate the Software to the general public on any or 216 all medium, and by any or all means, and the right to market, either in 217 consideration of a fee, or free of charge, one or more copies of the 218 Software by any means. 219 220 The Licensee is further authorized to distribute copies of the modified 221 or unmodified Software to third parties according to the terms and 222 conditions set forth hereinafter. 223 224 225 5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION 226 227 The Licensee is authorized to distribute true copies of the Software in 228 Source Code or Object Code form, provided that said distribution 229 complies with all the provisions of the Agreement and is accompanied by: 230 231 1. a copy of the Agreement, 232 233 2. a notice relating to the limitation of both the Licensor's 234 warranty and liability as set forth in Articles 8 and 9, 235 236 and that, in the event that only the Object Code of the Software is 237 redistributed, the Licensee allows effective access to the full Source 238 Code of the Software at a minimum during the entire period of its 239 distribution of the Software, it being understood that the additional 240 cost of acquiring the Source Code shall not exceed the cost of 241 transferring the data. 242 243 244 5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE 245 246 If the Licensee makes any Contribution to the Software, the resulting 247 Modified Software may be distributed under a license agreement other 248 than this Agreement subject to compliance with the provisions of Article 249 5.3.4. 250 251 252 5.3.3 DISTRIBUTION OF EXTERNAL MODULES 253 254 When the Licensee has developed an External Module, the terms and 255 conditions of this Agreement do not apply to said External Module, that 256 may be distributed under a separate license agreement. 257 258 259 5.3.4 CREDITS 260 261 Any Licensee who may distribute a Modified Software hereby expressly 262 agrees to: 263 264 1. indicate in the related documentation that it is based on the 265 Software licensed hereunder, and reproduce the intellectual 266 property notice for the Software, 267 268 2. ensure that written indications of the Software intended use, 269 intellectual property notice and license hereunder are included in 270 easily accessible format from the Modified Software interface, 271 272 3. mention, on a freely accessible website describing the Modified 273 Software, at least throughout the distribution term thereof, that 274 it is based on the Software licensed hereunder, and reproduce the 275 Software intellectual property notice, 276 277 4. where it is distributed to a third party that may distribute a 278 Modified Software without having to make its source code 279 available, make its best efforts to ensure that said third party 280 agrees to comply with the obligations set forth in this Article . 281 282 If the Software, whether or not modified, is distributed with an 283 External Module designed for use in connection with the Software, the 284 Licensee shall submit said External Module to the foregoing obligations. 285 286 287 5.3.5 COMPATIBILITY WITH THE CeCILL AND CeCILL-C LICENSES 288 289 Where a Modified Software contains a Contribution subject to the CeCILL 290 license, the provisions set forth in Article 5.3.4 shall be optional. 291 292 A Modified Software may be distributed under the CeCILL-C license. In 293 such a case the provisions set forth in Article 5.3.4 shall be optional. 294 295 296 Article 6 - INTELLECTUAL PROPERTY 297 298 299 6.1 OVER THE INITIAL SOFTWARE 300 301 The Holder owns the economic rights over the Initial Software. Any or 302 all use of the Initial Software is subject to compliance with the terms 303 and conditions under which the Holder has elected to distribute its work 304 and no one shall be entitled to modify the terms and conditions for the 305 distribution of said Initial Software. 306 307 The Holder undertakes that the Initial Software will remain ruled at 308 least by this Agreement, for the duration set forth in Article 4.2. 309 310 311 6.2 OVER THE CONTRIBUTIONS 312 313 The Licensee who develops a Contribution is the owner of the 314 intellectual property rights over this Contribution as defined by 315 applicable law. 316 317 318 6.3 OVER THE EXTERNAL MODULES 319 320 The Licensee who develops an External Module is the owner of the 321 intellectual property rights over this External Module as defined by 322 applicable law and is free to choose the type of agreement that shall 323 govern its distribution. 324 325 326 6.4 JOINT PROVISIONS 327 328 The Licensee expressly undertakes: 329 330 1. not to remove, or modify, in any manner, the intellectual property 331 notices attached to the Software; 332 333 2. to reproduce said notices, in an identical manner, in the copies 334 of the Software modified or not. 335 336 The Licensee undertakes not to directly or indirectly infringe the 337 intellectual property rights of the Holder and/or Contributors on the 338 Software and to take, where applicable, vis-�-vis its staff, any and all 339 measures required to ensure respect of said intellectual property rights 340 of the Holder and/or Contributors. 341 342 343 Article 7 - RELATED SERVICES 344 345 7.1 Under no circumstances shall the Agreement oblige the Licensor to 346 provide technical assistance or maintenance services for the Software. 347 348 However, the Licensor is entitled to offer this type of services. The 349 terms and conditions of such technical assistance, and/or such 350 maintenance, shall be set forth in a separate instrument. Only the 351 Licensor offering said maintenance and/or technical assistance services 352 shall incur liability therefor. 353 354 7.2 Similarly, any Licensor is entitled to offer to its licensees, under 355 its sole responsibility, a warranty, that shall only be binding upon 356 itself, for the redistribution of the Software and/or the Modified 357 Software, under terms and conditions that it is free to decide. Said 358 warranty, and the financial terms and conditions of its application, 359 shall be subject of a separate instrument executed between the Licensor 360 and the Licensee. 361 362 363 Article 8 - LIABILITY 364 365 8.1 Subject to the provisions of Article 8.2, the Licensee shall be 366 entitled to claim compensation for any direct loss it may have suffered 367 from the Software as a result of a fault on the part of the relevant 368 Licensor, subject to providing evidence thereof. 369 370 8.2 The Licensor's liability is limited to the commitments made under 371 this Agreement and shall not be incurred as a result of in particular: 372 (i) loss due the Licensee's total or partial failure to fulfill its 373 obligations, (ii) direct or consequential loss that is suffered by the 374 Licensee due to the use or performance of the Software, and (iii) more 375 generally, any consequential loss. In particular the Parties expressly 376 agree that any or all pecuniary or business loss (i.e. loss of data, 377 loss of profits, operating loss, loss of customers or orders, 378 opportunity cost, any disturbance to business activities) or any or all 379 legal proceedings instituted against the Licensee by a third party, 380 shall constitute consequential loss and shall not provide entitlement to 381 any or all compensation from the Licensor. 382 383 384 Article 9 - WARRANTY 385 386 9.1 The Licensee acknowledges that the scientific and technical 387 state-of-the-art when the Software was distributed did not enable all 388 possible uses to be tested and verified, nor for the presence of 389 possible defects to be detected. In this respect, the Licensee's 390 attention has been drawn to the risks associated with loading, using, 391 modifying and/or developing and reproducing the Software which are 392 reserved for experienced users. 393 394 The Licensee shall be responsible for verifying, by any or all means, 395 the suitability of the product for its requirements, its good working 396 order, and for ensuring that it shall not cause damage to either persons 397 or properties. 398 399 9.2 The Licensor hereby represents, in good faith, that it is entitled 400 to grant all the rights over the Software (including in particular the 401 rights set forth in Article 5). 402 403 9.3 The Licensee acknowledges that the Software is supplied "as is" by 404 the Licensor without any other express or tacit warranty, other than 405 that provided for in Article 9.2 and, in particular, without any warranty 406 as to its commercial value, its secured, safe, innovative or relevant 407 nature. 408 409 Specifically, the Licensor does not warrant that the Software is free 410 from any error, that it will operate without interruption, that it will 411 be compatible with the Licensee's own equipment and software 412 configuration, nor that it will meet the Licensee's requirements. 413 414 9.4 The Licensor does not either expressly or tacitly warrant that the 415 Software does not infringe any third party intellectual property right 416 relating to a patent, software or any other property right. Therefore, 417 the Licensor disclaims any and all liability towards the Licensee 418 arising out of any or all proceedings for infringement that may be 419 instituted in respect of the use, modification and redistribution of the 420 Software. Nevertheless, should such proceedings be instituted against 421 the Licensee, the Licensor shall provide it with technical and legal 422 assistance for its defense. Such technical and legal assistance shall be 423 decided on a case-by-case basis between the relevant Licensor and the 424 Licensee pursuant to a memorandum of understanding. The Licensor 425 disclaims any and all liability as regards the Licensee's use of the 426 name of the Software. No warranty is given as regards the existence of 427 prior rights over the name of the Software or as regards the existence 428 of a trademark. 429 430 431 Article 10 - TERMINATION 432 433 10.1 In the event of a breach by the Licensee of its obligations 434 hereunder, the Licensor may automatically terminate this Agreement 435 thirty (30) days after notice has been sent to the Licensee and has 436 remained ineffective. 437 438 10.2 A Licensee whose Agreement is terminated shall no longer be 439 authorized to use, modify or distribute the Software. However, any 440 licenses that it may have granted prior to termination of the Agreement 441 shall remain valid subject to their having been granted in compliance 442 with the terms and conditions hereof. 443 444 445 Article 11 - MISCELLANEOUS 446 447 448 11.1 EXCUSABLE EVENTS 449 450 Neither Party shall be liable for any or all delay, or failure to 451 perform the Agreement, that may be attributable to an event of force 452 majeure, an act of God or an outside cause, such as defective 453 functioning or interruptions of the electricity or telecommunications 454 networks, network paralysis following a virus attack, intervention by 455 government authorities, natural disasters, water damage, earthquakes, 456 fire, explosions, strikes and labor unrest, war, etc. 457 458 11.2 Any failure by either Party, on one or more occasions, to invoke 459 one or more of the provisions hereof, shall under no circumstances be 460 interpreted as being a waiver by the interested Party of its right to 461 invoke said provision(s) subsequently. 462 463 11.3 The Agreement cancels and replaces any or all previous agreements, 464 whether written or oral, between the Parties and having the same 465 purpose, and constitutes the entirety of the agreement between said 466 Parties concerning said purpose. No supplement or modification to the 467 terms and conditions hereof shall be effective as between the Parties 468 unless it is made in writing and signed by their duly authorized 469 representatives. 470 471 11.4 In the event that one or more of the provisions hereof were to 472 conflict with a current or future applicable act or legislative text, 473 said act or legislative text shall prevail, and the Parties shall make 474 the necessary amendments so as to comply with said act or legislative 475 text. All other provisions shall remain effective. Similarly, invalidity 476 of a provision of the Agreement, for any reason whatsoever, shall not 477 cause the Agreement as a whole to be invalid. 478 479 480 11.5 LANGUAGE 481 482 The Agreement is drafted in both French and English and both versions 483 are deemed authentic. 484 485 486 Article 12 - NEW VERSIONS OF THE AGREEMENT 487 488 12.1 Any person is authorized to duplicate and distribute copies of this 489 Agreement. 490 491 12.2 So as to ensure coherence, the wording of this Agreement is 492 protected and may only be modified by the authors of the License, who 493 reserve the right to periodically publish updates or new versions of the 494 Agreement, each with a separate number. These subsequent versions may 495 address new issues encountered by Free Software. 496 497 12.3 Any Software distributed under a given version of the Agreement may 498 only be subsequently distributed under the same version of the Agreement 499 or a subsequent version. 500 501 502 Article 13 - GOVERNING LAW AND JURISDICTION 503 504 13.1 The Agreement is governed by French law. The Parties agree to 505 endeavor to seek an amicable solution to any disagreements or disputes 506 that may arise during the performance of the Agreement. 507 508 13.2 Failing an amicable solution within two (2) months as from their 509 occurrence, and unless emergency proceedings are necessary, the 510 disagreements or disputes shall be referred to the Paris Courts having 511 jurisdiction, by the more diligent Party. 512 513 514 Version 1.0 dated 2006-09-05. 515
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