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<h1 class=“title”>CeCILL FREE SOFTWARE LICENSE AGREEMENT</h1>
<div class=“notice”>
<h2>Notice</h2> <p> This Agreement is a Free Software license agreement that is the result of discussions between its authors in order to ensure compliance with the two main principles guiding its drafting:</p>
<ul> <li> firstly, compliance with the principles governing the distribution of Free Software: access to source code, broad rights granted to users, </li> <li> secondly, the election of a governing law, French law, with which it is conformant, both as regards the law of torts and intellectual property law, and the protection that it offers to both authors and holders of the economic rights over software. </li> </ul>
<p>The authors of the CeCILL<a href=“#footnote1”>1</a>
license are:</p>
<p>Commissariat à l'Energie Atomique - CEA, a public scientific, technical and industrial research establishment, having its principal place of business at 25 rue Leblanc, immeuble Le Ponant D, 75015 Paris, France.</p>
<p>Centre National de la Recherche Scientifique - CNRS, a public scientific and technological establishment, having its principal place of business at 3 rue Michel-Ange, 75794 Paris cedex 16, France.</p>
<p>Institut National de Recherche en Informatique et en Automatique - INRIA, a public scientific and technological establishment, having its principal place of business at Domaine de Voluceau, Rocquencourt, BP 105, 78153 Le Chesnay cedex, France.</p>
</div> <div class=“preamble”> <h2>Preamble</h2>
<p>The purpose of this Free Software license agreement is to grant users the right to modify and redistribute the software governed by this license within the framework of an open source distribution model. </p>
<p>The exercising of these rights is conditional upon certain obligations for users so as to preserve this status for all subsequent redistributions.</p>
<p>In consideration of access to the source code and the rights to copy, modify and redistribute granted by the license, users are provided only with a limited warranty and the software's author, the holder of the economic rights, and the successive licensors only have limited liability. </p>
<p>In this respect, the risks associated with loading, using, modifying and/or developing or reproducing the software by the user are brought to the user's attention, given its Free Software status, which may make it complicated to use, with the result that its use is reserved for developers and experienced professionals having in-depth computer knowledge. Users are therefore encouraged to load and test the suitability of the software as regards their requirements in conditions enabling the security of their systems and/or data to be ensured and, more generally, to use and operate it in the same conditions of security. This Agreement may be freely reproduced and published, provided it is not altered, and that no provisions are either added or removed herefrom.</p>
<p>This Agreement may apply to any or all software for which the holder of the economic rights decides to submit the use thereof to its provisions.</p>
</div> <div class=“article”> <h2> Article <span class=“numbering”>1 </span> - DEFINITIONS</h2>
<p>For
the purpose of this Agreement,
when the following expressions
commence with a capital letter, they shall have the following
meaning:</p>
<p class="definition"><span class="definition">Agreement</span>:
means this license
agreement, and
its possible subsequent versions and annexes.
</p>
<p class="definition"><span class="definition">Software</span>:
means the software in its Object Code and/or Source Code form and,
where applicable, its documentation, "as is"
when the Licensee accepts the Agreement.
</p>
<p class="definition"><span class="definition">Initial Software</span>:
means the Software in its Source Code and
possibly its Object Code form and, where applicable, its
documentation, "as is" when it is
first distributed
under the terms and conditions of the
Agreement.
</p>
<p class="definition"><span class="definition">Modified Software</span>:
means the Software modified by at least one Contribution.
</p>
<p class="definition"><span class="definition">Source Code</span>:
means all the Software's instructions and program lines to which
access is required so as to modify the Software.
</p>
<p class="definition"><span class="definition">Object Code</span>:
means the binary files originating from the
compilation of the Source Code.
</p>
<p class="definition"><span class="definition">Holder</span>:
means the holder(s) of the economic rights over the Initial Software.
</p>
<p class="definition"><span class="definition">Licensee</span>:
means
the Software user(s) having accepted the Agreement.
</p>
<p class="definition"><span class="definition">Contributor</span>:
means a Licensee having made at least one
Contribution.
</p>
<p class="definition"><span class="definition">Licensor</span>:
means the Holder, or any other individual or legal
entity, who distributes the Software under
the Agreement.
</p>
<p class="definition"><span class="definition">Contribution</span>:
means any or all modifications,
corrections, translations, adaptations and/or new
functions
integrated into the Software by any or all Contributors,
as well as any or all
Internal Modules.
</p>
<p class="definition"><span class="definition">Module</span>:
means a set of sources files including their documentation
that enables
supplementary
functions or services in
addition to those offered by the Software.
</p>
<p class="definition"><span class="definition">External Module</span>:
means any or all Modules,
not derived from the Software,
so that this Module
and the Software run in
separate address spaces, with one calling the other when they are
run.
</p>
<p class="definition"><span class="definition">Internal Module</span>:
means any or all
Module, connected to the Software so that they both execute
in the same address space.
</p>
<p class="definition"><span class="definition">GNU GPL</span>:
means the GNU General Public License version 2 or any subsequent
version, as published by the Free Software Foundation Inc.
</p>
<p class="definition"><span class="definition">Parties</span>:
mean both the Licensee and the Licensor.
</p>
<p>These expressions may be used both in singular and plural form.</p>
</div> <div class=“article”> <h2> Article <span class=“numbering”>2 </span> - PURPOSE</h2>
<p>The
purpose of the Agreement is the grant
by the Licensor to the
Licensee of a non-exclusive, transferable
and worldwide license
for the Software as set forth in Article <a href="#scope"><span class="numbering">5</span></a>
hereinafter for the whole term of the
protection
granted by the rights over said Software.
</p>
</div> <div class=“article”> <h2> Article <span class=“numbering”>3 </span> - ACCEPTANCE</h2>
<div class="clause">
<p><a name="accepting"></a><span class="numbering">3.1 </span>The
Licensee shall be deemed as having accepted
the terms and conditions of this Agreement
upon the occurrence of the
first of the following events:</p>
<ul>
<li> (i)
loading the Software by any or all means, notably, by downloading
from a remote server, or by loading from a physical medium;</li>
<li> (ii)
the first time the Licensee exercises any of the rights granted
hereunder.</li>
</ul>
</div>
<div class="clause">
<p><span class="numbering">3.2 </span>One
copy of the Agreement, containing a notice relating to the
characteristics
of the Software, to the limited warranty, and to the
fact that its use is
restricted to
experienced users has been provided to the
Licensee prior to its acceptance as set forth in Article
<a href="#accepting"><span class="numbering">3.1</span></a>
hereinabove, and the Licensee hereby acknowledges that it
has read and understood it.</p>
</div>
</div> <div class=“article”> <h2> Article <span class=“numbering”>4 </span> - EFFECTIVE DATE AND TERM</h2>
<div class="clause">
<h3>
<span class=“numbering”>4.1 </span>EFFECTIVE DATE</h3>
<p>The
Agreement shall become effective on the date when it is accepted by
the Licensee as set forth in Article <a href="#accepting"><span class="numbering">3.1</span></a>.</p>
</div>
<div class="clause">
<h3>
<a name=“term”></a><span class=“numbering”>4.2 </span>TERM</h3>
<p>The
Agreement shall remain in force
for the entire legal term of
protection of the economic rights over the Software.</p>
</div>
</div> <div class=“article”> <h2> <a name=“scope”></a> Article <span class=“numbering”>5 </span> - SCOPE OF RIGHTS GRANTED</h2>
<p>The
Licensor hereby grants to the Licensee, who
accepts, the
following rights over the Software
for any or all use, and for
the term of the Agreement, on the basis of the terms and conditions
set forth hereinafter.
</p>
<p>
Besides, if the Licensor owns or comes to
own one or more patents
protecting all or part of the
functions of the Software
or of its components,
the Licensor undertakes not to enforce the rights granted by these
patents against successive Licensees using, exploiting or
modifying the Software. If these patents are
transferred, the Licensor
undertakes to have the transferees subscribe to the
obligations set forth in this
paragraph.
</p>
<div class="clause">
<h3>
<span class=“numbering”>5.1 </span>RIGHT OF USE</h3>
<p>The
Licensee is authorized to use the Software, without any limitation as
to its fields
of application, with it being hereinafter
specified that this comprises:
</p>
<ol>
<li><p>permanent
or temporary reproduction of all or part of the Software by any or
all means and in any or all form.
</p></li>
<li><p>loading,
displaying, running, or storing the Software on any or all
medium.</p></li>
<li><p>entitlement
to observe, study or test
its operation
so as to
determine
the ideas and principles behind any or all
constituent elements of said Software. This shall apply when
the
Licensee carries out any or all loading, displaying, running,
transmission or storage operation as regards the Software,
that it is entitled to carry out hereunder.</p></li>
</ol>
</div>
<div class="clause">
<h3>
<span class=“numbering”>5.2 </span>ENTITLEMENT TO MAKE CONTRIBUTIONS</h3>
<p>
The
right to make Contributions includes the right to translate, adapt,
arrange, or make any or all modifications to the Software,
and the
right to reproduce the resulting software.</p>
<p>The
Licensee is authorized to make any or all Contributions to
the Software provided that it
includes an explicit notice that it is the
author
of said Contribution and indicates the date of the
creation thereof.</p>
</div>
<div class="clause">
<h3>
<span class=“numbering”>5.3 </span>RIGHT OF DISTRIBUTION</h3>
<p>In
particular, the right of distribution includes the
right to publish, transmit and communicate
the Software to the general public
on any or all medium, and by any or all means, and the right to
market, either in consideration of a fee, or free of charge,
one or more copies of the Software
by any
means.</p>
<p>The
Licensee is further authorized to
distribute copies of the
modified or unmodified Software to third parties according to the
terms and conditions set forth hereinafter.</p>
<div class="subclause"> <h4>
<span class=“numbering”>5.3.1 </span>DISTRIBUTION OF SOFTWARE
WITHOUT MODIFICATION</h4>
<p>The
Licensee is authorized to distribute
true copies of the Software
in Source Code or Object Code form, provided that
said distribution
complies with all the provisions of the
Agreement and is accompanied by:</p>
<ol>
<li><p>a
copy of the Agreement,</p></li>
<li><p>a
notice relating to the limitation of both the Licensor's
warranty and liability as set forth in Articles 8 and 9,
</p></li>
</ol>
<p>and
that, in the event that only the Object Code
of the Software is redistributed, the Licensee
allows future Licensees unhindered access
to the
full Source Code of the Software
by indicating how to access it,
it being
understood that the additional cost of acquiring the Source
Code shall not exceed the cost of transferring the data.
</p>
</div>
<div class="subclause">
<h4>
<span class=“numbering”>5.3.2 </span>DISTRIBUTION OF MODIFIED SOFTWARE</h4>
<p>When
the Licensee makes a Contribution to the Software, the terms and
conditions for the distribution
of the resulting Modified Software become subject to all the provisions
of this Agreement.
</p>
<p>The
Licensee is authorized to distribute
the Modified Software, in
source code or object code form, provided that said
distribution
complies with all the provisions of the Agreement and is accompanied
by:
</p>
<ol>
<li><p>a
copy of the Agreement,</p></li>
<li>
<p>a
notice relating to the limitation of both the Licensor's
warranty and liability as set forth in Articles 8 and 9,</p>
</li>
</ol>
<p>and
that, in the event that only the
object code of the Modified Software
is redistributed, the Licensee allows future Licensees
unhindered access to the
full source code of the Modified Software
by indicating how to access it,
it being understood that the additional cost of acquiring the source
code shall not exceed the cost of transferring the data.
</p>
</div>
<div class="subclause">
<h4>
<span class=“numbering”>5.3.3 </span>DISTRIBUTION OF EXTERNAL MODULES</h4>
<p>When
the Licensee has developed
an External Module, the terms and
conditions
of this Agreement do not apply to said
External Module, that may be
distributed under a separate
license agreement.</p>
</div>
<div class="subclause">
<h4>
<a name=“compatibility”></a><span class=“numbering”>5.3.4 </span>COMPATIBILITY WITH THE GNU GPL</h4>
<p> The Licensee can include a code that is subject to the provisions
of one of the versions of the GNU GPL in the Modified or unmodified
Software, and distribute that entire code under the terms of the
same version of the GNU GPL.</p>
<p> The Licensee can include the Modified or unmodified Software in a
code that is subject to the provisions of one of the versions of
the GNU GPL, and distribute that entire code under the terms of
the same version of the GNU GPL.
</p>
</div>
</div>
</div> <div class=“article”> <h2> Article <span class=“numbering”>6 </span> - INTELLECTUAL PROPERTY</h2>
<div class="clause">
<h3>
<span class=“numbering”>6.1 </span>OVER THE INITIAL SOFTWARE</h3>
<p>The
Holder owns the economic rights over the Initial Software. Any or
all use of the Initial Software is subject to compliance with the
terms and conditions under which the Holder has elected to
distribute its work and no one shall be entitled to modify the terms
and conditions for the distribution of said Initial Software.</p>
<p>The
Holder undertakes that the Initial
Software will remain ruled at least by this Agreement,
for the duration set
forth in Article <a href="#term"><span class="numbering">4.2</span></a>.</p>
</div>
<div class="clause">
<h3>
<span class=“numbering”>6.2 </span>OVER THE CONTRIBUTIONS</h3>
<p>
The Licensee who develops a Contribution is the owner
of the intellectual property rights over this Contribution
as defined by applicable law.</p>
</div>
<div class="clause">
<h3>
<span class=“numbering”>6.3 </span>OVER THE EXTERNAL MODULES</h3>
<p>
The Licensee
who develops an External Module
is the owner of the intellectual property rights over
this External Module as defined by applicable law and is
free to choose the type of agreement that shall govern its
distribution.</p>
</div>
<div class="clause">
<h3>
<a name=“mention”></a><span class=“numbering”>6.4 </span>JOINT PROVISIONS</h3>
<div class="subclause">
<p>The
Licensee expressly undertakes:</p>
<ol>
<li><p>not to remove, or modify, in any manner, the
intellectual property notices attached to the Software;</p></li>
<li>
<p>to reproduce said notices, in an identical manner, in the copies of
the Software modified or
not.
</p>
</li>
</ol>
</div>
<div class="subclause">
<p>The
Licensee undertakes not to directly or indirectly infringe
the intellectual property rights of the Holder and/or Contributors
on the Software
and to take, where applicable, vis-à-vis its staff, any and
all measures required to ensure respect of
said intellectual
property rights of the Holder and/or Contributors.</p>
</div>
</div>
</div> <div class=“article”> <h2> Article <span class=“numbering”>7 </span> - RELATED SERVICES</h2>
<div class="clause">
<p><span class="numbering">7.1 </span>Under no circumstances shall the Agreement oblige the Licensor to provide technical assistance or maintenance services for the Software.</p>
<p>However,
the Licensor is entitled to offer this type of
services. The terms
and conditions of such technical assistance, and/or such
maintenance, shall be set forth in a separate
instrument. Only
the Licensor offering said maintenance and/or technical assistance
services shall incur liability therefor.</p>
</div>
<div class="clause">
<p><span class="numbering">7.2 </span>Similarly,
any Licensor is entitled to offer to its
licensees, under its
sole responsibility,
a warranty, that shall only
be binding upon itself, for the redistribution of the Software
and/or the Modified Software, under terms and conditions
that it is free to decide. Said warranty, and the financial
terms and conditions of its application, shall be subject
of a separate
instrument executed between the Licensor and the Licensee.</p>
</div>
</div> <div class=“article”> <h2> Article <span class=“numbering”>8 </span> - LIABILITY</h2>
<div class="clause">
<p><span class="numbering">8.1 </span>Subject
to the provisions of Article 8.2,
the Licensee shall be entitled to claim compensation for
any direct
loss it may have suffered from the Software
as a result of a fault on the part of the relevant
Licensor, subject to
providing evidence thereof.
</p>
</div>
<div class="clause">
<p><span class="numbering">8.2 </span>The
Licensor's liability is limited to the commitments made under
this Agreement and shall not be incurred as a result of in
particular: (i) loss due the Licensee's total or partial
failure to fulfill its obligations, (ii) direct or consequential
loss that is suffered by the Licensee due to the
use or performance of the Software,
and (iii)
more generally, any
consequential loss.
In particular
the Parties expressly
agree that any or all pecuniary or business loss (i.e. loss of data,
loss of profits, operating loss, loss of customers or orders,
opportunity cost, any disturbance to business activities) or any or
all legal proceedings instituted against the Licensee by a third
party, shall constitute consequential loss and shall not provide
entitlement to any or all compensation from the Licensor.
</p>
</div>
</div> <div class=“article”> <h2> Article <span class=“numbering”>9 </span> - WARRANTY</h2>
<div class="clause">
<p><span class="numbering">9.1 </span>The
Licensee acknowledges that the
scientific and technical
state-of-the-art when the Software
was
distributed did not enable all possible uses to be tested and
verified, nor for the presence of
possible defects to be detected.
In this respect, the Licensee's attention has been drawn to
the risks associated with loading, using, modifying and/or
developing and reproducing the Software
which are reserved for
experienced users.</p>
<p>The
Licensee shall be responsible for verifying, by any or all means,
the suitability of the product for its requirements, its good working
order, and for ensuring that it shall not cause damage
to either persons or
properties.
</p>
</div>
<div class="clause">
<p><a name="good-faith"></a><span class="numbering">9.2 </span>The Licensor
hereby represents, in good faith, that it is entitled to grant all
the rights over the Software (including in
particular the rights set
forth in Article <a href="#scope"><span class="numbering">5</span></a>).</p>
</div>
<div class="clause">
<p><span class="numbering">9.3 </span>
The
Licensee acknowledges that the Software is supplied "as is"
by the Licensor without any other express or tacit
warranty,
other than that provided for in Article
<a href="#good-faith"><span class="numbering">9.2</span></a> and, in particular,
without any warranty as to its
commercial value, its secured, safe,
innovative or relevant nature.
</p>
<p>Specifically,
the Licensor does not warrant that the Software is free from any
error, that it will
operate without interruption,
that it will be
compatible with the Licensee's own equipment and
software configuration,
nor that it will meet the
Licensee's requirements.
</p>
</div>
<div class="clause">
<p><span class="numbering">9.4 </span>The
Licensor does not either expressly or tacitly warrant that the
Software does not infringe any third party
intellectual
property right
relating to a patent, software or any
other property right.
Therefore, the Licensor disclaims any and all liability towards the
Licensee arising out of any or all proceedings for
infringement that may be
instituted in respect of the use, modification and redistribution of
the Software. Nevertheless, should such proceedings be instituted
against the Licensee, the Licensor shall provide it with technical
and legal assistance for its defense. Such technical and legal
assistance shall be decided on a case-by-case basis
between the
relevant Licensor and the Licensee pursuant to a memorandum of
understanding. The Licensor disclaims any and
all liability as
regards the Licensee's use of the
name of the Software. No
warranty is given as regards
the existence of prior rights
over the name of the Software or as regards
the existence of a trademark.</p>
</div>
</div> <div class=“article”> <h2> Article <span class=“numbering”>10 </span> - TERMINATION</h2>
<div class="clause">
<p><span class="numbering">10.1 </span>
In the event of a breach by the
Licensee of its obligations hereunder, the Licensor may
automatically terminate this Agreement thirty (30)
days after
notice has been sent to the Licensee and has remained ineffective.</p>
</div>
<div class="clause"> <p><span class="numbering">10.2 </span>A Licensee whose Agreement is terminated shall no longer be authorized to use, modify or distribute the Software. However, any licenses that it may have granted prior to termination of the Agreement shall remain valid subject to their having been granted in compliance with the terms and conditions hereof. </p>
</div>
</div> <div class=“article”> <h2> Article <span class=“numbering”>11 </span> - MISCELLANEOUS</h2>
<div class="clause">
<h3>
<span class=“numbering”>11.1 </span>EXCUSABLE EVENTS</h3>
<p>Neither
Party shall be liable for any or all delay, or failure to perform
the Agreement, that may be attributable to an event of force
majeure, an act of God or an outside cause, such as
defective functioning or interruptions
of the electricity or
telecommunications networks, network
paralysis following a virus attack, intervention by
government authorities, natural disasters, water damage,
earthquakes, fire, explosions, strikes and labor unrest, war, etc.
</p>
</div>
<div class="clause">
<p><span class="numbering">11.2 </span>Any failure by either
Party, on one or more
occasions, to invoke one or more of the
provisions hereof, shall under no
circumstances be interpreted as being a waiver by the interested
Party of its right to invoke said
provision(s) subsequently.</p>
</div>
<div class="clause">
<p><span class="numbering">11.3 </span> The
Agreement cancels and replaces
any or all previous agreements, whether written or oral,
between the
Parties and having the same purpose, and constitutes the entirety of
the agreement between said Parties concerning said purpose. No
supplement or modification to the terms and conditions hereof shall
be effective as between the Parties
unless it is made in writing and
signed by their duly authorized representatives.
</p>
</div>
<div class="clause">
<p><span class="numbering">11.4 </span>In
the event that one or more
of the provisions hereof were to conflict with a current or future
applicable act or legislative text, said act or legislative text
shall prevail, and the Parties
shall make the necessary
amendments so as to comply with
said act or legislative
text. All other provisions shall remain
effective. Similarly,
invalidity of a provision of the
Agreement,
for any reason whatsoever, shall not cause the Agreement as a whole
to be invalid.
</p>
</div>
<div class="clause">
<h3>
<span class=“numbering”>11.5 </span>LANGUAGE</h3>
<p>The
Agreement is drafted in both French and English
and both versions are
deemed authentic.
</p>
</div>
</div> <div class=“article”> <h2> Article <span class=“numbering”>12 </span> - NEW VERSIONS OF THE AGREEMENT</h2>
<div class=“clause”>
<p><span class="numbering">12.1 </span>Any
person
is authorized to duplicate and distribute copies of
this Agreement.</p>
</div>
<div class=“clause”>
<p><span class="numbering">12.2 </span>So
as to ensure coherence, the wording of this Agreement is protected
and may only be modified by the authors of the License,
who reserve
the right to periodically publish updates or new versions of the
Agreement, each with a separate number. These subsequent versions
may
address new issues encountered by Free Software.
</p>
</div>
<div class="clause">
<p><span class="numbering">12.3 </span>Any
Software distributed under a given version of the Agreement
may only be subsequently distributed under the same version of the
Agreement or a subsequent version, subject to the provisions of
Article <a href="#compatibility"><span class="numbering">5.3.4</span></a>.
</p>
</div>
</div> <div class=“article”> <h2> Article <span class=“numbering”>13 </span> - GOVERNING LAW AND JURISDICTION</h2>
<div class="clause">
<p><span class="numbering">13.1 </span>
The Agreement is governed by French law. The
Parties agree to endeavor to seek an amicable
solution to any disagreements or disputes
that may arise during the performance of
the Agreement.
</p>
</div>
<div class="clause">
<p><span class="numbering">13.2 </span>Failing an amicable solution
within two (2) months as from their
occurrence, and unless emergency proceedings are necessary, the
disagreements
or disputes shall be referred to the Paris Courts having
jurisdiction, by the more diligent
Party.
</p>
</div>
</div>
<div class=“footnote”>
<p><a name="footnote1">
1 CeCILL stands for Ce(a) C(nrs) I(nria) L(ogiciel) L(ibre)
</a></p>
</div>
<div class=“version”>Version 2.0 dated 2006-09-05.</div> </body> </html>
