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