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     2 CeCILL-C 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-C (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 The purpose of this Free Software license agreement is to grant users
       
    39 the right to modify and re-use the software governed by this license.
       
    40 
       
    41 The exercising of this right is conditional upon the obligation to make
       
    42 available to the community the modifications made to the source code of
       
    43 the software so as to contribute to its evolution.
       
    44 
       
    45 In consideration of access to the source code and the rights to copy,
       
    46 modify and redistribute granted by the license, users are provided only
       
    47 with a limited warranty and the software's author, the holder of the
       
    48 economic rights, and the successive licensors only have limited liability.
       
    49 
       
    50 In this respect, the risks associated with loading, using, modifying
       
    51 and/or developing or reproducing the software by the user are brought to
       
    52 the user's attention, given its Free Software status, which may make it
       
    53 complicated to use, with the result that its use is reserved for
       
    54 developers and experienced professionals having in-depth computer
       
    55 knowledge. Users are therefore encouraged to load and test the
       
    56 suitability of the software as regards their requirements in conditions
       
    57 enabling the security of their systems and/or data to be ensured and,
       
    58 more generally, to use and operate it in the same conditions of
       
    59 security. This Agreement may be freely reproduced and published,
       
    60 provided it is not altered, and that no provisions are either added or
       
    61 removed herefrom.
       
    62 
       
    63 This Agreement may apply to any or all software for which the holder of
       
    64 the economic rights decides to submit the use thereof to its provisions.
       
    65 
       
    66 
       
    67     Article 1 - DEFINITIONS
       
    68 
       
    69 For the purpose of this Agreement, when the following expressions
       
    70 commence with a capital letter, they shall have the following meaning:
       
    71 
       
    72 Agreement: means this license agreement, and its possible subsequent
       
    73 versions and annexes.
       
    74 
       
    75 Software: means the software in its Object Code and/or Source Code form
       
    76 and, where applicable, its documentation, "as is" when the Licensee
       
    77 accepts the Agreement.
       
    78 
       
    79 Initial Software: means the Software in its Source Code and possibly its
       
    80 Object Code form and, where applicable, its documentation, "as is" when
       
    81 it is first distributed under the terms and conditions of the Agreement.
       
    82 
       
    83 Modified Software: means the Software modified by at least one
       
    84 Integrated Contribution.
       
    85 
       
    86 Source Code: means all the Software's instructions and program lines to
       
    87 which access is required so as to modify the Software.
       
    88 
       
    89 Object Code: means the binary files originating from the compilation of
       
    90 the Source Code.
       
    91 
       
    92 Holder: means the holder(s) of the economic rights over the Initial
       
    93 Software.
       
    94 
       
    95 Licensee: means the Software user(s) having accepted the Agreement.
       
    96 
       
    97 Contributor: means a Licensee having made at least one Integrated
       
    98 Contribution.
       
    99 
       
   100 Licensor: means the Holder, or any other individual or legal entity, who
       
   101 distributes the Software under the Agreement.
       
   102 
       
   103 Integrated Contribution: means any or all modifications, corrections,
       
   104 translations, adaptations and/or new functions integrated into the
       
   105 Source Code by any or all Contributors.
       
   106 
       
   107 Related Module: means a set of sources files including their
       
   108 documentation that, without modification to the Source Code, enables
       
   109 supplementary functions or services in addition to those offered by the
       
   110 Software.
       
   111 
       
   112 Derivative Software: means any combination of the Software, modified or
       
   113 not, and of a Related Module.
       
   114 
       
   115 Parties: mean both the Licensee and the Licensor.
       
   116 
       
   117 These expressions may be used both in singular and plural form.
       
   118 
       
   119 
       
   120     Article 2 - PURPOSE
       
   121 
       
   122 The purpose of the Agreement is the grant by the Licensor to the
       
   123 Licensee of a non-exclusive, transferable and worldwide license for the
       
   124 Software as set forth in Article 5 hereinafter for the whole term of the
       
   125 protection granted by the rights over said Software. 
       
   126 
       
   127 
       
   128     Article 3 - ACCEPTANCE
       
   129 
       
   130 3.1 The Licensee shall be deemed as having accepted the terms and
       
   131 conditions of this Agreement upon the occurrence of the first of the
       
   132 following events:
       
   133 
       
   134     * (i) loading the Software by any or all means, notably, by
       
   135       downloading from a remote server, or by loading from a physical
       
   136       medium;
       
   137     * (ii) the first time the Licensee exercises any of the rights
       
   138       granted hereunder.
       
   139 
       
   140 3.2 One copy of the Agreement, containing a notice relating to the
       
   141 characteristics of the Software, to the limited warranty, and to the
       
   142 fact that its use is restricted to experienced users has been provided
       
   143 to the Licensee prior to its acceptance as set forth in Article 3.1
       
   144 hereinabove, and the Licensee hereby acknowledges that it has read and
       
   145 understood it.
       
   146 
       
   147 
       
   148     Article 4 - EFFECTIVE DATE AND TERM
       
   149 
       
   150 
       
   151       4.1 EFFECTIVE DATE
       
   152 
       
   153 The Agreement shall become effective on the date when it is accepted by
       
   154 the Licensee as set forth in Article 3.1.
       
   155 
       
   156 
       
   157       4.2 TERM
       
   158 
       
   159 The Agreement shall remain in force for the entire legal term of
       
   160 protection of the economic rights over the Software.
       
   161 
       
   162 
       
   163     Article 5 - SCOPE OF RIGHTS GRANTED
       
   164 
       
   165 The Licensor hereby grants to the Licensee, who accepts, the following
       
   166 rights over the Software for any or all use, and for the term of the
       
   167 Agreement, on the basis of the terms and conditions set forth hereinafter.
       
   168 
       
   169 Besides, if the Licensor owns or comes to own one or more patents
       
   170 protecting all or part of the functions of the Software or of its
       
   171 components, the Licensor undertakes not to enforce the rights granted by
       
   172 these patents against successive Licensees using, exploiting or
       
   173 modifying the Software. If these patents are transferred, the Licensor
       
   174 undertakes to have the transferees subscribe to the obligations set
       
   175 forth in this paragraph.
       
   176 
       
   177 
       
   178       5.1 RIGHT OF USE
       
   179 
       
   180 The Licensee is authorized to use the Software, without any limitation
       
   181 as to its fields of application, with it being hereinafter specified
       
   182 that this comprises:
       
   183 
       
   184    1. permanent or temporary reproduction of all or part of the Software
       
   185       by any or all means and in any or all form.
       
   186 
       
   187    2. loading, displaying, running, or storing the Software on any or
       
   188       all medium.
       
   189 
       
   190    3. entitlement to observe, study or test its operation so as to
       
   191       determine the ideas and principles behind any or all constituent
       
   192       elements of said Software. This shall apply when the Licensee
       
   193       carries out any or all loading, displaying, running, transmission
       
   194       or storage operation as regards the Software, that it is entitled
       
   195       to carry out hereunder.
       
   196 
       
   197 
       
   198       5.2 RIGHT OF MODIFICATION
       
   199 
       
   200 The right of modification includes the right to translate, adapt,
       
   201 arrange, or make any or all modifications to the Software, and the right
       
   202 to reproduce the resulting software. It includes, in particular, the
       
   203 right to create a Derivative Software.
       
   204 
       
   205 The Licensee is authorized to make any or all modification to the
       
   206 Software provided that it includes an explicit notice that it is the
       
   207 author of said modification and indicates the date of the creation thereof.
       
   208 
       
   209 
       
   210       5.3 RIGHT OF DISTRIBUTION
       
   211 
       
   212 In particular, the right of distribution includes the right to publish,
       
   213 transmit and communicate the Software to the general public on any or
       
   214 all medium, and by any or all means, and the right to market, either in
       
   215 consideration of a fee, or free of charge, one or more copies of the
       
   216 Software by any means.
       
   217 
       
   218 The Licensee is further authorized to distribute copies of the modified
       
   219 or unmodified Software to third parties according to the terms and
       
   220 conditions set forth hereinafter.
       
   221 
       
   222 
       
   223         5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION
       
   224 
       
   225 The Licensee is authorized to distribute true copies of the Software in
       
   226 Source Code or Object Code form, provided that said distribution
       
   227 complies with all the provisions of the Agreement and is accompanied by:
       
   228 
       
   229    1. a copy of the Agreement,
       
   230 
       
   231    2. a notice relating to the limitation of both the Licensor's
       
   232       warranty and liability as set forth in Articles 8 and 9,
       
   233 
       
   234 and that, in the event that only the Object Code of the Software is
       
   235 redistributed, the Licensee allows effective access to the full Source
       
   236 Code of the Software at a minimum during the entire period of its
       
   237 distribution of the Software, it being understood that the additional
       
   238 cost of acquiring the Source Code shall not exceed the cost of
       
   239 transferring the data.
       
   240 
       
   241 
       
   242         5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE
       
   243 
       
   244 When the Licensee makes an Integrated Contribution to the Software, the
       
   245 terms and conditions for the distribution of the resulting Modified
       
   246 Software become subject to all the provisions of this Agreement.
       
   247 
       
   248 The Licensee is authorized to distribute the Modified Software, in
       
   249 source code or object code form, provided that said distribution
       
   250 complies with all the provisions of the Agreement and is accompanied by:
       
   251 
       
   252    1. a copy of the Agreement,
       
   253 
       
   254    2. a notice relating to the limitation of both the Licensor's
       
   255       warranty and liability as set forth in Articles 8 and 9,
       
   256 
       
   257 and that, in the event that only the object code of the Modified
       
   258 Software is redistributed, the Licensee allows effective access to the
       
   259 full source code of the Modified Software at a minimum during the entire
       
   260 period of its distribution of the Modified Software, it being understood
       
   261 that the additional cost of acquiring the source code shall not exceed
       
   262 the cost of transferring the data.
       
   263 
       
   264 
       
   265         5.3.3 DISTRIBUTION OF DERIVATIVE SOFTWARE
       
   266 
       
   267 When the Licensee creates Derivative Software, this Derivative Software
       
   268 may be distributed under a license agreement other than this Agreement,
       
   269 subject to compliance with the requirement to include a notice
       
   270 concerning the rights over the Software as defined in Article 6.4.
       
   271 In the event the creation of the Derivative Software required modification 
       
   272 of the Source Code, the Licensee undertakes that:
       
   273 
       
   274    1. the resulting Modified Software will be governed by this Agreement,
       
   275    2. the Integrated Contributions in the resulting Modified Software
       
   276       will be clearly identified and documented,
       
   277    3. the Licensee will allow effective access to the source code of the
       
   278       Modified Software, at a minimum during the entire period of
       
   279       distribution of the Derivative Software, such that such
       
   280       modifications may be carried over in a subsequent version of the
       
   281       Software; it being understood that the additional cost of
       
   282       purchasing the source code of the Modified Software shall not
       
   283       exceed the cost of transferring the data.
       
   284 
       
   285 
       
   286         5.3.4 COMPATIBILITY WITH THE CeCILL LICENSE
       
   287 
       
   288 When a Modified Software contains an Integrated Contribution subject to
       
   289 the CeCILL license agreement, or when a Derivative Software contains a
       
   290 Related Module subject to the CeCILL license agreement, the provisions
       
   291 set forth in the third item of Article 6.4 are optional.
       
   292 
       
   293 
       
   294     Article 6 - INTELLECTUAL PROPERTY
       
   295 
       
   296 
       
   297       6.1 OVER THE INITIAL SOFTWARE
       
   298 
       
   299 The Holder owns the economic rights over the Initial Software. Any or
       
   300 all use of the Initial Software is subject to compliance with the terms
       
   301 and conditions under which the Holder has elected to distribute its work
       
   302 and no one shall be entitled to modify the terms and conditions for the
       
   303 distribution of said Initial Software.
       
   304 
       
   305 The Holder undertakes that the Initial Software will remain ruled at
       
   306 least by this Agreement, for the duration set forth in Article 4.2.
       
   307 
       
   308 
       
   309       6.2 OVER THE INTEGRATED CONTRIBUTIONS
       
   310 
       
   311 The Licensee who develops an Integrated Contribution is the owner of the
       
   312 intellectual property rights over this Contribution as defined by
       
   313 applicable law.
       
   314 
       
   315 
       
   316       6.3 OVER THE RELATED MODULES
       
   317 
       
   318 The Licensee who develops a Related Module is the owner of the
       
   319 intellectual property rights over this Related Module as defined by
       
   320 applicable law and is free to choose the type of agreement that shall
       
   321 govern its distribution under the conditions defined in Article 5.3.3.
       
   322 
       
   323 
       
   324       6.4 NOTICE OF RIGHTS
       
   325 
       
   326 The Licensee expressly undertakes:
       
   327 
       
   328    1. not to remove, or modify, in any manner, the intellectual property
       
   329       notices attached to the Software;
       
   330 
       
   331    2. to reproduce said notices, in an identical manner, in the copies
       
   332       of the Software modified or not;
       
   333 
       
   334    3. to ensure that use of the Software, its intellectual property
       
   335       notices and the fact that it is governed by the Agreement is
       
   336       indicated in a text that is easily accessible, specifically from
       
   337       the interface of any Derivative Software.
       
   338 
       
   339 The Licensee undertakes not to directly or indirectly infringe the
       
   340 intellectual property rights of the Holder and/or Contributors on the
       
   341 Software and to take, where applicable, vis-à-vis its staff, any and all
       
   342 measures required to ensure respect of said intellectual property rights
       
   343 of the Holder and/or Contributors.
       
   344 
       
   345 
       
   346     Article 7 - RELATED SERVICES
       
   347 
       
   348 7.1 Under no circumstances shall the Agreement oblige the Licensor to
       
   349 provide technical assistance or maintenance services for the Software.
       
   350 
       
   351 However, the Licensor is entitled to offer this type of services. The
       
   352 terms and conditions of such technical assistance, and/or such
       
   353 maintenance, shall be set forth in a separate instrument. Only the
       
   354 Licensor offering said maintenance and/or technical assistance services
       
   355 shall incur liability therefor.
       
   356 
       
   357 7.2 Similarly, any Licensor is entitled to offer to its licensees, under
       
   358 its sole responsibility, a warranty, that shall only be binding upon
       
   359 itself, for the redistribution of the Software and/or the Modified
       
   360 Software, under terms and conditions that it is free to decide. Said
       
   361 warranty, and the financial terms and conditions of its application,
       
   362 shall be subject of a separate instrument executed between the Licensor
       
   363 and the Licensee.
       
   364 
       
   365 
       
   366     Article 8 - LIABILITY
       
   367 
       
   368 8.1 Subject to the provisions of Article 8.2, the Licensee shall be
       
   369 entitled to claim compensation for any direct loss it may have suffered
       
   370 from the Software as a result of a fault on the part of the relevant
       
   371 Licensor, subject to providing evidence thereof.
       
   372 
       
   373 8.2 The Licensor's liability is limited to the commitments made under
       
   374 this Agreement and shall not be incurred as a result of in particular:
       
   375 (i) loss due the Licensee's total or partial failure to fulfill its
       
   376 obligations, (ii) direct or consequential loss that is suffered by the
       
   377 Licensee due to the use or performance of the Software, and (iii) more
       
   378 generally, any consequential loss. In particular the Parties expressly
       
   379 agree that any or all pecuniary or business loss (i.e. loss of data,
       
   380 loss of profits, operating loss, loss of customers or orders,
       
   381 opportunity cost, any disturbance to business activities) or any or all
       
   382 legal proceedings instituted against the Licensee by a third party,
       
   383 shall constitute consequential loss and shall not provide entitlement to
       
   384 any or all compensation from the Licensor.
       
   385 
       
   386 
       
   387     Article 9 - WARRANTY
       
   388 
       
   389 9.1 The Licensee acknowledges that the scientific and technical
       
   390 state-of-the-art when the Software was distributed did not enable all
       
   391 possible uses to be tested and verified, nor for the presence of
       
   392 possible defects to be detected. In this respect, the Licensee's
       
   393 attention has been drawn to the risks associated with loading, using,
       
   394 modifying and/or developing and reproducing the Software which are
       
   395 reserved for experienced users.
       
   396 
       
   397 The Licensee shall be responsible for verifying, by any or all means,
       
   398 the suitability of the product for its requirements, its good working
       
   399 order, and for ensuring that it shall not cause damage to either persons
       
   400 or properties.
       
   401 
       
   402 9.2 The Licensor hereby represents, in good faith, that it is entitled
       
   403 to grant all the rights over the Software (including in particular the
       
   404 rights set forth in Article 5).
       
   405 
       
   406 9.3 The Licensee acknowledges that the Software is supplied "as is" by
       
   407 the Licensor without any other express or tacit warranty, other than
       
   408 that provided for in Article 9.2 and, in particular, without any warranty
       
   409 as to its commercial value, its secured, safe, innovative or relevant
       
   410 nature.
       
   411 
       
   412 Specifically, the Licensor does not warrant that the Software is free
       
   413 from any error, that it will operate without interruption, that it will
       
   414 be compatible with the Licensee's own equipment and software
       
   415 configuration, nor that it will meet the Licensee's requirements.
       
   416 
       
   417 9.4 The Licensor does not either expressly or tacitly warrant that the
       
   418 Software does not infringe any third party intellectual property right
       
   419 relating to a patent, software or any other property right. Therefore,
       
   420 the Licensor disclaims any and all liability towards the Licensee
       
   421 arising out of any or all proceedings for infringement that may be
       
   422 instituted in respect of the use, modification and redistribution of the
       
   423 Software. Nevertheless, should such proceedings be instituted against
       
   424 the Licensee, the Licensor shall provide it with technical and legal
       
   425 assistance for its defense. Such technical and legal assistance shall be
       
   426 decided on a case-by-case basis between the relevant Licensor and the
       
   427 Licensee pursuant to a memorandum of understanding. The Licensor
       
   428 disclaims any and all liability as regards the Licensee's use of the
       
   429 name of the Software. No warranty is given as regards the existence of
       
   430 prior rights over the name of the Software or as regards the existence
       
   431 of a trademark.
       
   432 
       
   433 
       
   434     Article 10 - TERMINATION
       
   435 
       
   436 10.1 In the event of a breach by the Licensee of its obligations
       
   437 hereunder, the Licensor may automatically terminate this Agreement
       
   438 thirty (30) days after notice has been sent to the Licensee and has
       
   439 remained ineffective.
       
   440 
       
   441 10.2 A Licensee whose Agreement is terminated shall no longer be
       
   442 authorized to use, modify or distribute the Software. However, any
       
   443 licenses that it may have granted prior to termination of the Agreement
       
   444 shall remain valid subject to their having been granted in compliance
       
   445 with the terms and conditions hereof.
       
   446 
       
   447 
       
   448     Article 11 - MISCELLANEOUS
       
   449 
       
   450 
       
   451       11.1 EXCUSABLE EVENTS
       
   452 
       
   453 Neither Party shall be liable for any or all delay, or failure to
       
   454 perform the Agreement, that may be attributable to an event of force
       
   455 majeure, an act of God or an outside cause, such as defective
       
   456 functioning or interruptions of the electricity or telecommunications
       
   457 networks, network paralysis following a virus attack, intervention by
       
   458 government authorities, natural disasters, water damage, earthquakes,
       
   459 fire, explosions, strikes and labor unrest, war, etc.
       
   460 
       
   461 11.2 Any failure by either Party, on one or more occasions, to invoke
       
   462 one or more of the provisions hereof, shall under no circumstances be
       
   463 interpreted as being a waiver by the interested Party of its right to
       
   464 invoke said provision(s) subsequently.
       
   465 
       
   466 11.3 The Agreement cancels and replaces any or all previous agreements,
       
   467 whether written or oral, between the Parties and having the same
       
   468 purpose, and constitutes the entirety of the agreement between said
       
   469 Parties concerning said purpose. No supplement or modification to the
       
   470 terms and conditions hereof shall be effective as between the Parties
       
   471 unless it is made in writing and signed by their duly authorized
       
   472 representatives.
       
   473 
       
   474 11.4 In the event that one or more of the provisions hereof were to
       
   475 conflict with a current or future applicable act or legislative text,
       
   476 said act or legislative text shall prevail, and the Parties shall make
       
   477 the necessary amendments so as to comply with said act or legislative
       
   478 text. All other provisions shall remain effective. Similarly, invalidity
       
   479 of a provision of the Agreement, for any reason whatsoever, shall not
       
   480 cause the Agreement as a whole to be invalid.
       
   481 
       
   482 
       
   483       11.5 LANGUAGE
       
   484 
       
   485 The Agreement is drafted in both French and English and both versions
       
   486 are deemed authentic.
       
   487 
       
   488 
       
   489     Article 12 - NEW VERSIONS OF THE AGREEMENT
       
   490 
       
   491 12.1 Any person is authorized to duplicate and distribute copies of this
       
   492 Agreement.
       
   493 
       
   494 12.2 So as to ensure coherence, the wording of this Agreement is
       
   495 protected and may only be modified by the authors of the License, who
       
   496 reserve the right to periodically publish updates or new versions of the
       
   497 Agreement, each with a separate number. These subsequent versions may
       
   498 address new issues encountered by Free Software.
       
   499 
       
   500 12.3 Any Software distributed under a given version of the Agreement may
       
   501 only be subsequently distributed under the same version of the Agreement
       
   502 or a subsequent version.
       
   503 
       
   504 
       
   505     Article 13 - GOVERNING LAW AND JURISDICTION
       
   506 
       
   507 13.1 The Agreement is governed by French law. The Parties agree to
       
   508 endeavor to seek an amicable solution to any disagreements or disputes
       
   509 that may arise during the performance of the Agreement.
       
   510 
       
   511 13.2 Failing an amicable solution within two (2) months as from their
       
   512 occurrence, and unless emergency proceedings are necessary, the
       
   513 disagreements or disputes shall be referred to the Paris Courts having
       
   514 jurisdiction, by the more diligent Party.
       
   515 
       
   516 
       
   517 Version 1.0 dated 2006-09-05.