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1 |
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2 CeCILL-C FREE SOFTWARE LICENSE AGREEMENT |
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3 |
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4 |
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5 Notice |
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6 |
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7 This Agreement is a Free Software license agreement that is the result |
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8 of discussions between its authors in order to ensure compliance with |
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9 the two main principles guiding its drafting: |
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10 |
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11 * firstly, compliance with the principles governing the distribution |
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12 of Free Software: access to source code, broad rights granted to |
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13 users, |
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14 * secondly, the election of a governing law, French law, with which |
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15 it is conformant, both as regards the law of torts and |
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16 intellectual property law, and the protection that it offers to |
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17 both authors and holders of the economic rights over software. |
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18 |
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19 The authors of the CeCILL-C (for Ce[a] C[nrs] I[nria] L[ogiciel] L[ibre]) |
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20 license are: |
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21 |
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22 Commissariat à l'Energie Atomique - CEA, a public scientific, technical |
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23 and industrial research establishment, having its principal place of |
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24 business at 25 rue Leblanc, immeuble Le Ponant D, 75015 Paris, France. |
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25 |
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26 Centre National de la Recherche Scientifique - CNRS, a public scientific |
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27 and technological establishment, having its principal place of business |
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28 at 3 rue Michel-Ange, 75794 Paris cedex 16, France. |
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29 |
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30 Institut National de Recherche en Informatique et en Automatique - |
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31 INRIA, a public scientific and technological establishment, having its |
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32 principal place of business at Domaine de Voluceau, Rocquencourt, BP |
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33 105, 78153 Le Chesnay cedex, France. |
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34 |
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35 |
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36 Preamble |
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37 |
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38 The purpose of this Free Software license agreement is to grant users |
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39 the right to modify and re-use the software governed by this license. |
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40 |
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41 The exercising of this right is conditional upon the obligation to make |
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42 available to the community the modifications made to the source code of |
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43 the software so as to contribute to its evolution. |
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44 |
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45 In consideration of access to the source code and the rights to copy, |
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46 modify and redistribute granted by the license, users are provided only |
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47 with a limited warranty and the software's author, the holder of the |
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48 economic rights, and the successive licensors only have limited liability. |
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49 |
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50 In this respect, the risks associated with loading, using, modifying |
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51 and/or developing or reproducing the software by the user are brought to |
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52 the user's attention, given its Free Software status, which may make it |
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53 complicated to use, with the result that its use is reserved for |
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54 developers and experienced professionals having in-depth computer |
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55 knowledge. Users are therefore encouraged to load and test the |
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56 suitability of the software as regards their requirements in conditions |
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57 enabling the security of their systems and/or data to be ensured and, |
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58 more generally, to use and operate it in the same conditions of |
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59 security. This Agreement may be freely reproduced and published, |
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60 provided it is not altered, and that no provisions are either added or |
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61 removed herefrom. |
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62 |
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63 This Agreement may apply to any or all software for which the holder of |
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64 the economic rights decides to submit the use thereof to its provisions. |
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65 |
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66 |
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67 Article 1 - DEFINITIONS |
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68 |
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69 For the purpose of this Agreement, when the following expressions |
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70 commence with a capital letter, they shall have the following meaning: |
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71 |
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72 Agreement: means this license agreement, and its possible subsequent |
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73 versions and annexes. |
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74 |
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75 Software: means the software in its Object Code and/or Source Code form |
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76 and, where applicable, its documentation, "as is" when the Licensee |
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77 accepts the Agreement. |
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78 |
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79 Initial Software: means the Software in its Source Code and possibly its |
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80 Object Code form and, where applicable, its documentation, "as is" when |
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81 it is first distributed under the terms and conditions of the Agreement. |
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82 |
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83 Modified Software: means the Software modified by at least one |
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84 Integrated Contribution. |
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85 |
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86 Source Code: means all the Software's instructions and program lines to |
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87 which access is required so as to modify the Software. |
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88 |
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89 Object Code: means the binary files originating from the compilation of |
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90 the Source Code. |
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91 |
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92 Holder: means the holder(s) of the economic rights over the Initial |
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93 Software. |
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94 |
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95 Licensee: means the Software user(s) having accepted the Agreement. |
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96 |
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97 Contributor: means a Licensee having made at least one Integrated |
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98 Contribution. |
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99 |
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100 Licensor: means the Holder, or any other individual or legal entity, who |
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101 distributes the Software under the Agreement. |
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102 |
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103 Integrated Contribution: means any or all modifications, corrections, |
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104 translations, adaptations and/or new functions integrated into the |
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105 Source Code by any or all Contributors. |
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106 |
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107 Related Module: means a set of sources files including their |
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108 documentation that, without modification to the Source Code, enables |
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109 supplementary functions or services in addition to those offered by the |
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110 Software. |
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111 |
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112 Derivative Software: means any combination of the Software, modified or |
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113 not, and of a Related Module. |
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114 |
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115 Parties: mean both the Licensee and the Licensor. |
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116 |
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117 These expressions may be used both in singular and plural form. |
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118 |
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119 |
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120 Article 2 - PURPOSE |
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121 |
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122 The purpose of the Agreement is the grant by the Licensor to the |
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123 Licensee of a non-exclusive, transferable and worldwide license for the |
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124 Software as set forth in Article 5 hereinafter for the whole term of the |
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125 protection granted by the rights over said Software. |
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126 |
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127 |
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128 Article 3 - ACCEPTANCE |
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129 |
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130 3.1 The Licensee shall be deemed as having accepted the terms and |
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131 conditions of this Agreement upon the occurrence of the first of the |
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132 following events: |
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133 |
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134 * (i) loading the Software by any or all means, notably, by |
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135 downloading from a remote server, or by loading from a physical |
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136 medium; |
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137 * (ii) the first time the Licensee exercises any of the rights |
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138 granted hereunder. |
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139 |
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140 3.2 One copy of the Agreement, containing a notice relating to the |
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141 characteristics of the Software, to the limited warranty, and to the |
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142 fact that its use is restricted to experienced users has been provided |
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143 to the Licensee prior to its acceptance as set forth in Article 3.1 |
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144 hereinabove, and the Licensee hereby acknowledges that it has read and |
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145 understood it. |
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146 |
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147 |
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148 Article 4 - EFFECTIVE DATE AND TERM |
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149 |
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150 |
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151 4.1 EFFECTIVE DATE |
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152 |
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153 The Agreement shall become effective on the date when it is accepted by |
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154 the Licensee as set forth in Article 3.1. |
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155 |
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156 |
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157 4.2 TERM |
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158 |
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159 The Agreement shall remain in force for the entire legal term of |
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160 protection of the economic rights over the Software. |
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161 |
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162 |
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163 Article 5 - SCOPE OF RIGHTS GRANTED |
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164 |
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165 The Licensor hereby grants to the Licensee, who accepts, the following |
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166 rights over the Software for any or all use, and for the term of the |
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167 Agreement, on the basis of the terms and conditions set forth hereinafter. |
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168 |
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169 Besides, if the Licensor owns or comes to own one or more patents |
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170 protecting all or part of the functions of the Software or of its |
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171 components, the Licensor undertakes not to enforce the rights granted by |
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172 these patents against successive Licensees using, exploiting or |
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173 modifying the Software. If these patents are transferred, the Licensor |
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174 undertakes to have the transferees subscribe to the obligations set |
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175 forth in this paragraph. |
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176 |
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177 |
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178 5.1 RIGHT OF USE |
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179 |
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180 The Licensee is authorized to use the Software, without any limitation |
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181 as to its fields of application, with it being hereinafter specified |
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182 that this comprises: |
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183 |
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184 1. permanent or temporary reproduction of all or part of the Software |
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185 by any or all means and in any or all form. |
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186 |
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187 2. loading, displaying, running, or storing the Software on any or |
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188 all medium. |
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189 |
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190 3. entitlement to observe, study or test its operation so as to |
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191 determine the ideas and principles behind any or all constituent |
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192 elements of said Software. This shall apply when the Licensee |
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193 carries out any or all loading, displaying, running, transmission |
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194 or storage operation as regards the Software, that it is entitled |
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195 to carry out hereunder. |
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196 |
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197 |
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198 5.2 RIGHT OF MODIFICATION |
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199 |
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200 The right of modification includes the right to translate, adapt, |
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201 arrange, or make any or all modifications to the Software, and the right |
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202 to reproduce the resulting software. It includes, in particular, the |
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203 right to create a Derivative Software. |
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204 |
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205 The Licensee is authorized to make any or all modification to the |
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206 Software provided that it includes an explicit notice that it is the |
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207 author of said modification and indicates the date of the creation thereof. |
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208 |
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209 |
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210 5.3 RIGHT OF DISTRIBUTION |
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211 |
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212 In particular, the right of distribution includes the right to publish, |
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213 transmit and communicate the Software to the general public on any or |
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214 all medium, and by any or all means, and the right to market, either in |
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215 consideration of a fee, or free of charge, one or more copies of the |
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216 Software by any means. |
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217 |
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218 The Licensee is further authorized to distribute copies of the modified |
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219 or unmodified Software to third parties according to the terms and |
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220 conditions set forth hereinafter. |
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221 |
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222 |
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223 5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION |
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224 |
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225 The Licensee is authorized to distribute true copies of the Software in |
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226 Source Code or Object Code form, provided that said distribution |
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227 complies with all the provisions of the Agreement and is accompanied by: |
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228 |
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229 1. a copy of the Agreement, |
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230 |
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231 2. a notice relating to the limitation of both the Licensor's |
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232 warranty and liability as set forth in Articles 8 and 9, |
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233 |
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234 and that, in the event that only the Object Code of the Software is |
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235 redistributed, the Licensee allows effective access to the full Source |
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236 Code of the Software at a minimum during the entire period of its |
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237 distribution of the Software, it being understood that the additional |
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238 cost of acquiring the Source Code shall not exceed the cost of |
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239 transferring the data. |
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240 |
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241 |
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242 5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE |
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243 |
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244 When the Licensee makes an Integrated Contribution to the Software, the |
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245 terms and conditions for the distribution of the resulting Modified |
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246 Software become subject to all the provisions of this Agreement. |
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247 |
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248 The Licensee is authorized to distribute the Modified Software, in |
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249 source code or object code form, provided that said distribution |
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250 complies with all the provisions of the Agreement and is accompanied by: |
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251 |
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252 1. a copy of the Agreement, |
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253 |
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254 2. a notice relating to the limitation of both the Licensor's |
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255 warranty and liability as set forth in Articles 8 and 9, |
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256 |
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257 and that, in the event that only the object code of the Modified |
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258 Software is redistributed, the Licensee allows effective access to the |
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259 full source code of the Modified Software at a minimum during the entire |
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260 period of its distribution of the Modified Software, it being understood |
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261 that the additional cost of acquiring the source code shall not exceed |
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262 the cost of transferring the data. |
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263 |
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264 |
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265 5.3.3 DISTRIBUTION OF DERIVATIVE SOFTWARE |
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266 |
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267 When the Licensee creates Derivative Software, this Derivative Software |
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268 may be distributed under a license agreement other than this Agreement, |
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269 subject to compliance with the requirement to include a notice |
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270 concerning the rights over the Software as defined in Article 6.4. |
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271 In the event the creation of the Derivative Software required modification |
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272 of the Source Code, the Licensee undertakes that: |
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273 |
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274 1. the resulting Modified Software will be governed by this Agreement, |
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275 2. the Integrated Contributions in the resulting Modified Software |
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276 will be clearly identified and documented, |
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277 3. the Licensee will allow effective access to the source code of the |
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278 Modified Software, at a minimum during the entire period of |
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279 distribution of the Derivative Software, such that such |
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280 modifications may be carried over in a subsequent version of the |
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281 Software; it being understood that the additional cost of |
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282 purchasing the source code of the Modified Software shall not |
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283 exceed the cost of transferring the data. |
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284 |
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285 |
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286 5.3.4 COMPATIBILITY WITH THE CeCILL LICENSE |
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287 |
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288 When a Modified Software contains an Integrated Contribution subject to |
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289 the CeCILL license agreement, or when a Derivative Software contains a |
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290 Related Module subject to the CeCILL license agreement, the provisions |
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291 set forth in the third item of Article 6.4 are optional. |
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292 |
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293 |
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294 Article 6 - INTELLECTUAL PROPERTY |
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295 |
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296 |
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297 6.1 OVER THE INITIAL SOFTWARE |
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298 |
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299 The Holder owns the economic rights over the Initial Software. Any or |
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300 all use of the Initial Software is subject to compliance with the terms |
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301 and conditions under which the Holder has elected to distribute its work |
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302 and no one shall be entitled to modify the terms and conditions for the |
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303 distribution of said Initial Software. |
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304 |
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305 The Holder undertakes that the Initial Software will remain ruled at |
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306 least by this Agreement, for the duration set forth in Article 4.2. |
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307 |
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308 |
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309 6.2 OVER THE INTEGRATED CONTRIBUTIONS |
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310 |
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311 The Licensee who develops an Integrated Contribution is the owner of the |
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312 intellectual property rights over this Contribution as defined by |
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313 applicable law. |
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314 |
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315 |
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316 6.3 OVER THE RELATED MODULES |
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317 |
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318 The Licensee who develops a Related Module is the owner of the |
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319 intellectual property rights over this Related Module as defined by |
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320 applicable law and is free to choose the type of agreement that shall |
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321 govern its distribution under the conditions defined in Article 5.3.3. |
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322 |
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323 |
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324 6.4 NOTICE OF RIGHTS |
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325 |
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326 The Licensee expressly undertakes: |
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327 |
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328 1. not to remove, or modify, in any manner, the intellectual property |
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329 notices attached to the Software; |
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330 |
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331 2. to reproduce said notices, in an identical manner, in the copies |
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332 of the Software modified or not; |
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333 |
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334 3. to ensure that use of the Software, its intellectual property |
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335 notices and the fact that it is governed by the Agreement is |
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336 indicated in a text that is easily accessible, specifically from |
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337 the interface of any Derivative Software. |
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338 |
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339 The Licensee undertakes not to directly or indirectly infringe the |
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340 intellectual property rights of the Holder and/or Contributors on the |
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341 Software and to take, where applicable, vis-à-vis its staff, any and all |
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342 measures required to ensure respect of said intellectual property rights |
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343 of the Holder and/or Contributors. |
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344 |
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345 |
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346 Article 7 - RELATED SERVICES |
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347 |
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348 7.1 Under no circumstances shall the Agreement oblige the Licensor to |
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349 provide technical assistance or maintenance services for the Software. |
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350 |
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351 However, the Licensor is entitled to offer this type of services. The |
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352 terms and conditions of such technical assistance, and/or such |
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353 maintenance, shall be set forth in a separate instrument. Only the |
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354 Licensor offering said maintenance and/or technical assistance services |
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355 shall incur liability therefor. |
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356 |
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357 7.2 Similarly, any Licensor is entitled to offer to its licensees, under |
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358 its sole responsibility, a warranty, that shall only be binding upon |
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359 itself, for the redistribution of the Software and/or the Modified |
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360 Software, under terms and conditions that it is free to decide. Said |
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361 warranty, and the financial terms and conditions of its application, |
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362 shall be subject of a separate instrument executed between the Licensor |
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363 and the Licensee. |
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364 |
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365 |
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366 Article 8 - LIABILITY |
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367 |
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368 8.1 Subject to the provisions of Article 8.2, the Licensee shall be |
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369 entitled to claim compensation for any direct loss it may have suffered |
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370 from the Software as a result of a fault on the part of the relevant |
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371 Licensor, subject to providing evidence thereof. |
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372 |
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373 8.2 The Licensor's liability is limited to the commitments made under |
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374 this Agreement and shall not be incurred as a result of in particular: |
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375 (i) loss due the Licensee's total or partial failure to fulfill its |
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376 obligations, (ii) direct or consequential loss that is suffered by the |
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377 Licensee due to the use or performance of the Software, and (iii) more |
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378 generally, any consequential loss. In particular the Parties expressly |
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379 agree that any or all pecuniary or business loss (i.e. loss of data, |
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380 loss of profits, operating loss, loss of customers or orders, |
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381 opportunity cost, any disturbance to business activities) or any or all |
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382 legal proceedings instituted against the Licensee by a third party, |
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383 shall constitute consequential loss and shall not provide entitlement to |
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384 any or all compensation from the Licensor. |
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385 |
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386 |
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387 Article 9 - WARRANTY |
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388 |
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389 9.1 The Licensee acknowledges that the scientific and technical |
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390 state-of-the-art when the Software was distributed did not enable all |
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391 possible uses to be tested and verified, nor for the presence of |
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392 possible defects to be detected. In this respect, the Licensee's |
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393 attention has been drawn to the risks associated with loading, using, |
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394 modifying and/or developing and reproducing the Software which are |
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395 reserved for experienced users. |
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396 |
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397 The Licensee shall be responsible for verifying, by any or all means, |
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398 the suitability of the product for its requirements, its good working |
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399 order, and for ensuring that it shall not cause damage to either persons |
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400 or properties. |
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401 |
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402 9.2 The Licensor hereby represents, in good faith, that it is entitled |
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403 to grant all the rights over the Software (including in particular the |
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404 rights set forth in Article 5). |
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405 |
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406 9.3 The Licensee acknowledges that the Software is supplied "as is" by |
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407 the Licensor without any other express or tacit warranty, other than |
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408 that provided for in Article 9.2 and, in particular, without any warranty |
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409 as to its commercial value, its secured, safe, innovative or relevant |
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410 nature. |
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411 |
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412 Specifically, the Licensor does not warrant that the Software is free |
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413 from any error, that it will operate without interruption, that it will |
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414 be compatible with the Licensee's own equipment and software |
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415 configuration, nor that it will meet the Licensee's requirements. |
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416 |
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417 9.4 The Licensor does not either expressly or tacitly warrant that the |
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418 Software does not infringe any third party intellectual property right |
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419 relating to a patent, software or any other property right. Therefore, |
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420 the Licensor disclaims any and all liability towards the Licensee |
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421 arising out of any or all proceedings for infringement that may be |
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422 instituted in respect of the use, modification and redistribution of the |
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423 Software. Nevertheless, should such proceedings be instituted against |
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424 the Licensee, the Licensor shall provide it with technical and legal |
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425 assistance for its defense. Such technical and legal assistance shall be |
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426 decided on a case-by-case basis between the relevant Licensor and the |
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427 Licensee pursuant to a memorandum of understanding. The Licensor |
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428 disclaims any and all liability as regards the Licensee's use of the |
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429 name of the Software. No warranty is given as regards the existence of |
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430 prior rights over the name of the Software or as regards the existence |
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431 of a trademark. |
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432 |
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433 |
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434 Article 10 - TERMINATION |
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435 |
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436 10.1 In the event of a breach by the Licensee of its obligations |
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437 hereunder, the Licensor may automatically terminate this Agreement |
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438 thirty (30) days after notice has been sent to the Licensee and has |
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439 remained ineffective. |
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440 |
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441 10.2 A Licensee whose Agreement is terminated shall no longer be |
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442 authorized to use, modify or distribute the Software. However, any |
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443 licenses that it may have granted prior to termination of the Agreement |
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444 shall remain valid subject to their having been granted in compliance |
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445 with the terms and conditions hereof. |
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446 |
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447 |
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448 Article 11 - MISCELLANEOUS |
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449 |
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450 |
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451 11.1 EXCUSABLE EVENTS |
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452 |
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453 Neither Party shall be liable for any or all delay, or failure to |
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454 perform the Agreement, that may be attributable to an event of force |
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455 majeure, an act of God or an outside cause, such as defective |
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456 functioning or interruptions of the electricity or telecommunications |
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457 networks, network paralysis following a virus attack, intervention by |
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458 government authorities, natural disasters, water damage, earthquakes, |
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459 fire, explosions, strikes and labor unrest, war, etc. |
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460 |
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461 11.2 Any failure by either Party, on one or more occasions, to invoke |
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462 one or more of the provisions hereof, shall under no circumstances be |
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463 interpreted as being a waiver by the interested Party of its right to |
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464 invoke said provision(s) subsequently. |
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465 |
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466 11.3 The Agreement cancels and replaces any or all previous agreements, |
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467 whether written or oral, between the Parties and having the same |
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468 purpose, and constitutes the entirety of the agreement between said |
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469 Parties concerning said purpose. No supplement or modification to the |
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470 terms and conditions hereof shall be effective as between the Parties |
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471 unless it is made in writing and signed by their duly authorized |
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472 representatives. |
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473 |
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474 11.4 In the event that one or more of the provisions hereof were to |
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475 conflict with a current or future applicable act or legislative text, |
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476 said act or legislative text shall prevail, and the Parties shall make |
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477 the necessary amendments so as to comply with said act or legislative |
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478 text. All other provisions shall remain effective. Similarly, invalidity |
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479 of a provision of the Agreement, for any reason whatsoever, shall not |
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480 cause the Agreement as a whole to be invalid. |
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481 |
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482 |
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483 11.5 LANGUAGE |
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484 |
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485 The Agreement is drafted in both French and English and both versions |
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486 are deemed authentic. |
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487 |
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488 |
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489 Article 12 - NEW VERSIONS OF THE AGREEMENT |
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490 |
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491 12.1 Any person is authorized to duplicate and distribute copies of this |
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492 Agreement. |
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493 |
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494 12.2 So as to ensure coherence, the wording of this Agreement is |
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495 protected and may only be modified by the authors of the License, who |
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496 reserve the right to periodically publish updates or new versions of the |
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497 Agreement, each with a separate number. These subsequent versions may |
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498 address new issues encountered by Free Software. |
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499 |
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500 12.3 Any Software distributed under a given version of the Agreement may |
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501 only be subsequently distributed under the same version of the Agreement |
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502 or a subsequent version. |
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503 |
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504 |
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505 Article 13 - GOVERNING LAW AND JURISDICTION |
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506 |
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507 13.1 The Agreement is governed by French law. The Parties agree to |
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508 endeavor to seek an amicable solution to any disagreements or disputes |
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509 that may arise during the performance of the Agreement. |
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510 |
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511 13.2 Failing an amicable solution within two (2) months as from their |
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512 occurrence, and unless emergency proceedings are necessary, the |
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513 disagreements or disputes shall be referred to the Paris Courts having |
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514 jurisdiction, by the more diligent Party. |
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515 |
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516 |
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517 Version 1.0 dated 2006-09-05. |