|
1 |
|
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. |