1 2CeCILL-B FREE SOFTWARE LICENSE AGREEMENT 3 4 5 Notice 6 7This Agreement is a Free Software license agreement that is the result 8of discussions between its authors in order to ensure compliance with 9the 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 19The authors of the CeCILL-B (for Ce[a] C[nrs] I[nria] L[ogiciel] L[ibre]) 20license are: 21 22Commissariat � l'Energie Atomique - CEA, a public scientific, technical 23and industrial research establishment, having its principal place of 24business at 25 rue Leblanc, immeuble Le Ponant D, 75015 Paris, France. 25 26Centre National de la Recherche Scientifique - CNRS, a public scientific 27and technological establishment, having its principal place of business 28at 3 rue Michel-Ange, 75794 Paris cedex 16, France. 29 30Institut National de Recherche en Informatique et en Automatique - 31INRIA, a public scientific and technological establishment, having its 32principal place of business at Domaine de Voluceau, Rocquencourt, BP 33105, 78153 Le Chesnay cedex, France. 34 35 36 Preamble 37 38This Agreement is an open source software license intended to give users 39significant freedom to modify and redistribute the software licensed 40hereunder. 41 42The exercising of this freedom is conditional upon a strong obligation 43of giving credits for everybody that distributes a software 44incorporating a software ruled by the current license so as all 45contributions to be properly identified and acknowledged. 46 47In consideration of access to the source code and the rights to copy, 48modify and redistribute granted by the license, users are provided only 49with a limited warranty and the software's author, the holder of the 50economic rights, and the successive licensors only have limited liability. 51 52In this respect, the risks associated with loading, using, modifying 53and/or developing or reproducing the software by the user are brought to 54the user's attention, given its Free Software status, which may make it 55complicated to use, with the result that its use is reserved for 56developers and experienced professionals having in-depth computer 57knowledge. Users are therefore encouraged to load and test the 58suitability of the software as regards their requirements in conditions 59enabling the security of their systems and/or data to be ensured and, 60more generally, to use and operate it in the same conditions of 61security. This Agreement may be freely reproduced and published, 62provided it is not altered, and that no provisions are either added or 63removed herefrom. 64 65This Agreement may apply to any or all software for which the holder of 66the economic rights decides to submit the use thereof to its provisions. 67 68 69 Article 1 - DEFINITIONS 70 71For the purpose of this Agreement, when the following expressions 72commence with a capital letter, they shall have the following meaning: 73 74Agreement: means this license agreement, and its possible subsequent 75versions and annexes. 76 77Software: means the software in its Object Code and/or Source Code form 78and, where applicable, its documentation, "as is" when the Licensee 79accepts the Agreement. 80 81Initial Software: means the Software in its Source Code and possibly its 82Object Code form and, where applicable, its documentation, "as is" when 83it is first distributed under the terms and conditions of the Agreement. 84 85Modified Software: means the Software modified by at least one 86Contribution. 87 88Source Code: means all the Software's instructions and program lines to 89which access is required so as to modify the Software. 90 91Object Code: means the binary files originating from the compilation of 92the Source Code. 93 94Holder: means the holder(s) of the economic rights over the Initial 95Software. 96 97Licensee: means the Software user(s) having accepted the Agreement. 98 99Contributor: means a Licensee having made at least one Contribution. 100 101Licensor: means the Holder, or any other individual or legal entity, who 102distributes the Software under the Agreement. 103 104Contribution: means any or all modifications, corrections, translations, 105adaptations and/or new functions integrated into the Software by any or 106all Contributors, as well as any or all Internal Modules. 107 108Module: means a set of sources files including their documentation that 109enables supplementary functions or services in addition to those offered 110by the Software. 111 112External Module: means any or all Modules, not derived from the 113Software, so that this Module and the Software run in separate address 114spaces, with one calling the other when they are run. 115 116Internal Module: means any or all Module, connected to the Software so 117that they both execute in the same address space. 118 119Parties: mean both the Licensee and the Licensor. 120 121These expressions may be used both in singular and plural form. 122 123 124 Article 2 - PURPOSE 125 126The purpose of the Agreement is the grant by the Licensor to the 127Licensee of a non-exclusive, transferable and worldwide license for the 128Software as set forth in Article 5 hereinafter for the whole term of the 129protection granted by the rights over said Software. 130 131 132 Article 3 - ACCEPTANCE 133 1343.1 The Licensee shall be deemed as having accepted the terms and 135conditions of this Agreement upon the occurrence of the first of the 136following 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 1443.2 One copy of the Agreement, containing a notice relating to the 145characteristics of the Software, to the limited warranty, and to the 146fact that its use is restricted to experienced users has been provided 147to the Licensee prior to its acceptance as set forth in Article 3.1 148hereinabove, and the Licensee hereby acknowledges that it has read and 149understood it. 150 151 152 Article 4 - EFFECTIVE DATE AND TERM 153 154 155 4.1 EFFECTIVE DATE 156 157The Agreement shall become effective on the date when it is accepted by 158the Licensee as set forth in Article 3.1. 159 160 161 4.2 TERM 162 163The Agreement shall remain in force for the entire legal term of 164protection of the economic rights over the Software. 165 166 167 Article 5 - SCOPE OF RIGHTS GRANTED 168 169The Licensor hereby grants to the Licensee, who accepts, the following 170rights over the Software for any or all use, and for the term of the 171Agreement, on the basis of the terms and conditions set forth hereinafter. 172 173Besides, if the Licensor owns or comes to own one or more patents 174protecting all or part of the functions of the Software or of its 175components, the Licensor undertakes not to enforce the rights granted by 176these patents against successive Licensees using, exploiting or 177modifying the Software. If these patents are transferred, the Licensor 178undertakes to have the transferees subscribe to the obligations set 179forth in this paragraph. 180 181 182 5.1 RIGHT OF USE 183 184The Licensee is authorized to use the Software, without any limitation 185as to its fields of application, with it being hereinafter specified 186that 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 204The right to make Contributions includes the right to translate, adapt, 205arrange, or make any or all modifications to the Software, and the right 206to reproduce the resulting software. 207 208The Licensee is authorized to make any or all Contributions to the 209Software provided that it includes an explicit notice that it is the 210author of said Contribution and indicates the date of the creation thereof. 211 212 213 5.3 RIGHT OF DISTRIBUTION 214 215In particular, the right of distribution includes the right to publish, 216transmit and communicate the Software to the general public on any or 217all medium, and by any or all means, and the right to market, either in 218consideration of a fee, or free of charge, one or more copies of the 219Software by any means. 220 221The Licensee is further authorized to distribute copies of the modified 222or unmodified Software to third parties according to the terms and 223conditions set forth hereinafter. 224 225 226 5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION 227 228The Licensee is authorized to distribute true copies of the Software in 229Source Code or Object Code form, provided that said distribution 230complies 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 237and that, in the event that only the Object Code of the Software is 238redistributed, the Licensee allows effective access to the full Source 239Code of the Software at a minimum during the entire period of its 240distribution of the Software, it being understood that the additional 241cost of acquiring the Source Code shall not exceed the cost of 242transferring the data. 243 244 245 5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE 246 247If the Licensee makes any Contribution to the Software, the resulting 248Modified Software may be distributed under a license agreement other 249than this Agreement subject to compliance with the provisions of Article 2505.3.4. 251 252 253 5.3.3 DISTRIBUTION OF EXTERNAL MODULES 254 255When the Licensee has developed an External Module, the terms and 256conditions of this Agreement do not apply to said External Module, that 257may be distributed under a separate license agreement. 258 259 260 5.3.4 CREDITS 261 262Any Licensee who may distribute a Modified Software hereby expressly 263agrees 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 283If the Software, whether or not modified, is distributed with an 284External Module designed for use in connection with the Software, the 285Licensee shall submit said External Module to the foregoing obligations. 286 287 288 5.3.5 COMPATIBILITY WITH THE CeCILL AND CeCILL-C LICENSES 289 290Where a Modified Software contains a Contribution subject to the CeCILL 291license, the provisions set forth in Article 5.3.4 shall be optional. 292 293A Modified Software may be distributed under the CeCILL-C license. In 294such 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 302The Holder owns the economic rights over the Initial Software. Any or 303all use of the Initial Software is subject to compliance with the terms 304and conditions under which the Holder has elected to distribute its work 305and no one shall be entitled to modify the terms and conditions for the 306distribution of said Initial Software. 307 308The Holder undertakes that the Initial Software will remain ruled at 309least by this Agreement, for the duration set forth in Article 4.2. 310 311 312 6.2 OVER THE CONTRIBUTIONS 313 314The Licensee who develops a Contribution is the owner of the 315intellectual property rights over this Contribution as defined by 316applicable law. 317 318 319 6.3 OVER THE EXTERNAL MODULES 320 321The Licensee who develops an External Module is the owner of the 322intellectual property rights over this External Module as defined by 323applicable law and is free to choose the type of agreement that shall 324govern its distribution. 325 326 327 6.4 JOINT PROVISIONS 328 329The 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 337The Licensee undertakes not to directly or indirectly infringe the 338intellectual property rights of the Holder and/or Contributors on the 339Software and to take, where applicable, vis-�-vis its staff, any and all 340measures required to ensure respect of said intellectual property rights 341of the Holder and/or Contributors. 342 343 344 Article 7 - RELATED SERVICES 345 3467.1 Under no circumstances shall the Agreement oblige the Licensor to 347provide technical assistance or maintenance services for the Software. 348 349However, the Licensor is entitled to offer this type of services. The 350terms and conditions of such technical assistance, and/or such 351maintenance, shall be set forth in a separate instrument. Only the 352Licensor offering said maintenance and/or technical assistance services 353shall incur liability therefor. 354 3557.2 Similarly, any Licensor is entitled to offer to its licensees, under 356its sole responsibility, a warranty, that shall only be binding upon 357itself, for the redistribution of the Software and/or the Modified 358Software, under terms and conditions that it is free to decide. Said 359warranty, and the financial terms and conditions of its application, 360shall be subject of a separate instrument executed between the Licensor 361and the Licensee. 362 363 364 Article 8 - LIABILITY 365 3668.1 Subject to the provisions of Article 8.2, the Licensee shall be 367entitled to claim compensation for any direct loss it may have suffered 368from the Software as a result of a fault on the part of the relevant 369Licensor, subject to providing evidence thereof. 370 3718.2 The Licensor's liability is limited to the commitments made under 372this 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 374obligations, (ii) direct or consequential loss that is suffered by the 375Licensee due to the use or performance of the Software, and (iii) more 376generally, any consequential loss. In particular the Parties expressly 377agree that any or all pecuniary or business loss (i.e. loss of data, 378loss of profits, operating loss, loss of customers or orders, 379opportunity cost, any disturbance to business activities) or any or all 380legal proceedings instituted against the Licensee by a third party, 381shall constitute consequential loss and shall not provide entitlement to 382any or all compensation from the Licensor. 383 384 385 Article 9 - WARRANTY 386 3879.1 The Licensee acknowledges that the scientific and technical 388state-of-the-art when the Software was distributed did not enable all 389possible uses to be tested and verified, nor for the presence of 390possible defects to be detected. In this respect, the Licensee's 391attention has been drawn to the risks associated with loading, using, 392modifying and/or developing and reproducing the Software which are 393reserved for experienced users. 394 395The Licensee shall be responsible for verifying, by any or all means, 396the suitability of the product for its requirements, its good working 397order, and for ensuring that it shall not cause damage to either persons 398or properties. 399 4009.2 The Licensor hereby represents, in good faith, that it is entitled 401to grant all the rights over the Software (including in particular the 402rights set forth in Article 5). 403 4049.3 The Licensee acknowledges that the Software is supplied "as is" by 405the Licensor without any other express or tacit warranty, other than 406that provided for in Article 9.2 and, in particular, without any warranty 407as to its commercial value, its secured, safe, innovative or relevant 408nature. 409 410Specifically, the Licensor does not warrant that the Software is free 411from any error, that it will operate without interruption, that it will 412be compatible with the Licensee's own equipment and software 413configuration, nor that it will meet the Licensee's requirements. 414 4159.4 The Licensor does not either expressly or tacitly warrant that the 416Software does not infringe any third party intellectual property right 417relating to a patent, software or any other property right. Therefore, 418the Licensor disclaims any and all liability towards the Licensee 419arising out of any or all proceedings for infringement that may be 420instituted in respect of the use, modification and redistribution of the 421Software. Nevertheless, should such proceedings be instituted against 422the Licensee, the Licensor shall provide it with technical and legal 423assistance for its defense. Such technical and legal assistance shall be 424decided on a case-by-case basis between the relevant Licensor and the 425Licensee pursuant to a memorandum of understanding. The Licensor 426disclaims any and all liability as regards the Licensee's use of the 427name of the Software. No warranty is given as regards the existence of 428prior rights over the name of the Software or as regards the existence 429of a trademark. 430 431 432 Article 10 - TERMINATION 433 43410.1 In the event of a breach by the Licensee of its obligations 435hereunder, the Licensor may automatically terminate this Agreement 436thirty (30) days after notice has been sent to the Licensee and has 437remained ineffective. 438 43910.2 A Licensee whose Agreement is terminated shall no longer be 440authorized to use, modify or distribute the Software. However, any 441licenses that it may have granted prior to termination of the Agreement 442shall remain valid subject to their having been granted in compliance 443with the terms and conditions hereof. 444 445 446 Article 11 - MISCELLANEOUS 447 448 449 11.1 EXCUSABLE EVENTS 450 451Neither Party shall be liable for any or all delay, or failure to 452perform the Agreement, that may be attributable to an event of force 453majeure, an act of God or an outside cause, such as defective 454functioning or interruptions of the electricity or telecommunications 455networks, network paralysis following a virus attack, intervention by 456government authorities, natural disasters, water damage, earthquakes, 457fire, explosions, strikes and labor unrest, war, etc. 458 45911.2 Any failure by either Party, on one or more occasions, to invoke 460one or more of the provisions hereof, shall under no circumstances be 461interpreted as being a waiver by the interested Party of its right to 462invoke said provision(s) subsequently. 463 46411.3 The Agreement cancels and replaces any or all previous agreements, 465whether written or oral, between the Parties and having the same 466purpose, and constitutes the entirety of the agreement between said 467Parties concerning said purpose. No supplement or modification to the 468terms and conditions hereof shall be effective as between the Parties 469unless it is made in writing and signed by their duly authorized 470representatives. 471 47211.4 In the event that one or more of the provisions hereof were to 473conflict with a current or future applicable act or legislative text, 474said act or legislative text shall prevail, and the Parties shall make 475the necessary amendments so as to comply with said act or legislative 476text. All other provisions shall remain effective. Similarly, invalidity 477of a provision of the Agreement, for any reason whatsoever, shall not 478cause the Agreement as a whole to be invalid. 479 480 481 11.5 LANGUAGE 482 483The Agreement is drafted in both French and English and both versions 484are deemed authentic. 485 486 487 Article 12 - NEW VERSIONS OF THE AGREEMENT 488 48912.1 Any person is authorized to duplicate and distribute copies of this 490Agreement. 491 49212.2 So as to ensure coherence, the wording of this Agreement is 493protected and may only be modified by the authors of the License, who 494reserve the right to periodically publish updates or new versions of the 495Agreement, each with a separate number. These subsequent versions may 496address new issues encountered by Free Software. 497 49812.3 Any Software distributed under a given version of the Agreement may 499only be subsequently distributed under the same version of the Agreement 500or a subsequent version. 501 502 503 Article 13 - GOVERNING LAW AND JURISDICTION 504 50513.1 The Agreement is governed by French law. The Parties agree to 506endeavor to seek an amicable solution to any disagreements or disputes 507that may arise during the performance of the Agreement. 508 50913.2 Failing an amicable solution within two (2) months as from their 510occurrence, and unless emergency proceedings are necessary, the 511disagreements or disputes shall be referred to the Paris Courts having 512jurisdiction, by the more diligent Party. 513 514 515Version 1.0 dated 2006-09-05. 516