|
CeCILL FREE SOFTWARE LICENSE AGREEMENT
|
|
Version 2.1 dated 2013-06-21
|
|
|
Notice
|
|
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:
|
|
* firstly, compliance with the principles governing the distribution
|
of Free Software: access to source code, broad rights granted to users,
|
* 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.
|
|
The authors of the CeCILL (for Ce[a] C[nrs] I[nria] L[ogiciel] L[ibre])
|
license are:
|
|
Commissariat à l'énergie atomique et aux énergies alternatives - 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.
|
|
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.
|
|
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.
|
|
|
Preamble
|
|
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.
|
|
The exercising of this right is conditional upon certain obligations for
|
users so as to preserve this status for all subsequent redistributions.
|
|
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.
|
|
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.
|
|
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.
|
|
Frequently asked questions can be found on the official website of the
|
CeCILL licenses family (http://www.cecill.info/index.en.html) for any
|
necessary clarification.
|
|
|
Article 1 - DEFINITIONS
|
|
For the purpose of this Agreement, when the following expressions
|
commence with a capital letter, they shall have the following meaning:
|
|
Agreement: means this license agreement, and its possible subsequent
|
versions and annexes.
|
|
Software: 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.
|
|
Initial Software: 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.
|
|
Modified Software: means the Software modified by at least one
|
Contribution.
|
|
Source Code: means all the Software's instructions and program lines to
|
which access is required so as to modify the Software.
|
|
Object Code: means the binary files originating from the compilation of
|
the Source Code.
|
|
Holder: means the holder(s) of the economic rights over the Initial
|
Software.
|
|
Licensee: means the Software user(s) having accepted the Agreement.
|
|
Contributor: means a Licensee having made at least one Contribution.
|
|
Licensor: means the Holder, or any other individual or legal entity, who
|
distributes the Software under the Agreement.
|
|
Contribution: 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.
|
|
Module: means a set of sources files including their documentation that
|
enables supplementary functions or services in addition to those offered
|
by the Software.
|
|
External Module: 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.
|
|
Internal Module: means any or all Module, connected to the Software so
|
that they both execute in the same address space.
|
|
GNU GPL: means the GNU General Public License version 2 or any
|
subsequent version, as published by the Free Software Foundation Inc.
|
|
GNU Affero GPL: means the GNU Affero General Public License version 3 or
|
any subsequent version, as published by the Free Software Foundation Inc.
|
|
EUPL: means the European Union Public License version 1.1 or any
|
subsequent version, as published by the European Commission.
|
|
Parties: mean both the Licensee and the Licensor.
|
|
These expressions may be used both in singular and plural form.
|
|
|
Article 2 - PURPOSE
|
|
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 5 <#scope> hereinafter for the whole
|
term of the protection granted by the rights over said Software.
|
|
|
Article 3 - ACCEPTANCE
|
|
3.1 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:
|
|
* (i) loading the Software by any or all means, notably, by
|
downloading from a remote server, or by loading from a physical medium;
|
* (ii) the first time the Licensee exercises any of the rights granted
|
hereunder.
|
|
3.2 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 3.1
|
<#accepting> hereinabove, and the Licensee hereby acknowledges that it
|
has read and understood it.
|
|
|
Article 4 - EFFECTIVE DATE AND TERM
|
|
|
4.1 EFFECTIVE DATE
|
|
The Agreement shall become effective on the date when it is accepted by
|
the Licensee as set forth in Article 3.1 <#accepting>.
|
|
|
4.2 TERM
|
|
The Agreement shall remain in force for the entire legal term of
|
protection of the economic rights over the Software.
|
|
|
Article 5 - SCOPE OF RIGHTS GRANTED
|
|
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.
|
|
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.
|
|
|
5.1 RIGHT OF USE
|
|
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:
|
|
1. permanent or temporary reproduction of all or part of the Software
|
by any or all means and in any or all form.
|
|
2. loading, displaying, running, or storing the Software on any or all
|
medium.
|
|
3. 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.
|
|
|
5.2 ENTITLEMENT TO MAKE CONTRIBUTIONS
|
|
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.
|
|
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.
|
|
|
5.3 RIGHT OF DISTRIBUTION
|
|
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.
|
|
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.
|
|
|
5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION
|
|
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:
|
|
1. a copy of the Agreement,
|
|
2. a notice relating to the limitation of both the Licensor's warranty
|
and liability as set forth in Articles 8 and 9,
|
|
and that, in the event that only the Object Code of the Software is
|
redistributed, the Licensee allows effective access to the full Source
|
Code of the Software for a period of at least three years from the
|
distribution of the Software, it being understood that the additional
|
acquisition cost of the Source Code shall not exceed the cost of the
|
data transfer.
|
|
|
5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE
|
|
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.
|
|
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:
|
|
1. a copy of the Agreement,
|
|
2. a notice relating to the limitation of both the Licensor's warranty
|
and liability as set forth in Articles 8 and 9,
|
|
and, in the event that only the object code of the Modified Software is
|
redistributed,
|
|
3. a note stating the conditions of effective access to the full source
|
code of the Modified Software for a period of at least three years
|
from the distribution of the Modified Software, it being understood
|
that the additional acquisition cost of the source code shall not
|
exceed the cost of the data transfer.
|
|
|
5.3.3 DISTRIBUTION OF EXTERNAL MODULES
|
|
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.
|
|
|
5.3.4 COMPATIBILITY WITH OTHER LICENSES
|
|
The Licensee can include a code that is subject to the provisions of one
|
of the versions of the GNU GPL, GNU Affero GPL and/or EUPL in the
|
Modified or unmodified Software, and distribute that entire code under
|
the terms of the same version of the GNU GPL, GNU Affero GPL and/or EUPL.
|
|
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,
|
GNU Affero GPL and/or EUPL and distribute that entire code under the
|
terms of the same version of the GNU GPL, GNU Affero GPL and/or EUPL.
|
|
|
Article 6 - INTELLECTUAL PROPERTY
|
|
|
6.1 OVER THE INITIAL SOFTWARE
|
|
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.
|
|
The Holder undertakes that the Initial Software will remain ruled at
|
least by this Agreement, for the duration set forth in Article 4.2 <#term>.
|
|
|
6.2 OVER THE CONTRIBUTIONS
|
|
The Licensee who develops a Contribution is the owner of the
|
intellectual property rights over this Contribution as defined by
|
applicable law.
|
|
|
6.3 OVER THE EXTERNAL MODULES
|
|
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.
|
|
|
6.4 JOINT PROVISIONS
|
|
The Licensee expressly undertakes:
|
|
1. not to remove, or modify, in any manner, the intellectual property
|
notices attached to the Software;
|
|
2. to reproduce said notices, in an identical manner, in the copies of
|
the Software modified or not.
|
|
The Licensee undertakes not to directly or indirectly infringe the
|
intellectual property rights on the Software of the Holder and/or
|
Contributors, 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.
|
|
|
Article 7 - RELATED SERVICES
|
|
7.1 Under no circumstances shall the Agreement oblige the Licensor to
|
provide technical assistance or maintenance services for the Software.
|
|
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.
|
|
7.2 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.
|
|
|
Article 8 - LIABILITY
|
|
8.1 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.
|
|
8.2 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.
|
|
|
Article 9 - WARRANTY
|
|
9.1 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.
|
|
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.
|
|
9.2 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 5 <#scope>).
|
|
9.3 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 9.2 <#good-faith> and, in particular,
|
without any warranty as to its commercial value, its secured, safe,
|
innovative or relevant nature.
|
|
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.
|
|
9.4 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
|
expertise for its defense. Such technical and legal expertise 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.
|
|
|
Article 10 - TERMINATION
|
|
10.1 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.
|
|
10.2 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.
|
|
|
Article 11 - MISCELLANEOUS
|
|
|
11.1 EXCUSABLE EVENTS
|
|
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.
|
|
11.2 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.
|
|
11.3 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.
|
|
11.4 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.
|
|
|
11.5 LANGUAGE
|
|
The Agreement is drafted in both French and English and both versions
|
are deemed authentic.
|
|
|
Article 12 - NEW VERSIONS OF THE AGREEMENT
|
|
12.1 Any person is authorized to duplicate and distribute copies of this
|
Agreement.
|
|
12.2 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.
|
|
12.3 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 5.3.4
|
<#compatibility>.
|
|
|
Article 13 - GOVERNING LAW AND JURISDICTION
|
|
13.1 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.
|
|
13.2 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.
|
