488 lines
21 KiB
Groff
488 lines
21 KiB
Groff
FREE SOFTWARE LICENSING AGREEMENT CeCILL Notice
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This Agreement is a free software license that is the result of discussions
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between its authors in order to ensure compliance with the two main principles
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guiding its drafting:
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- firstly, its conformity with French law, both as regards the law of torts
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and intellectual property law, and the protection that it offers to authors
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and the holders of economic rights over software.
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- secondly, compliance with the principles for the distribution of free software:
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access to source codes, extended user-rights.
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The following bodies are the authors of this license CeCILL (Ce : CEA, C :
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CNRS, I : INRIA, LL : Logiciel Libre):
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Commissariat à l'Energie Atomique - CEA, a public scientific, technical and
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industrial establishment, having its principal place of business at 31-33
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rue de la Fédération, 75752 PARIS cedex 15, France.
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Centre National de la Recherche Scientifique - CNRS, a public scientific and
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technological establishment, having its principal place of business at 3 rue
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Michel-Ange 75794 Paris cedex 16, France.
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Institut National de Recherche en Informatique et en Automatique - INRIA,
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a public scientific and technological establishment, having its principal
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place of business at Domaine de Voluceau, Rocquencourt, BP 105, 78153 Le Chesnay
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cedex.
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PREAMBLE
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The purpose of this Free Software Licensing Agreement is to grant users the
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right to modify and redistribute the software governed by this license within
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the framework of an "open source" distribution model.
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The exercising of these rights is conditional upon certain obligations for
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users so as to ensure that this status is retained for subsequent redistribution
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operations.
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As a counterpart to the access to the source code and rights to copy, modify
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and redistribute granted by the license, users are provided only with a limited
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warranty and the software's author, the holder of the economic rights, and
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the successive licensors only have limited liability.
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In this respect, it is brought to the user's attention that the risks associated
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with loading, using, modifying and/or developing or reproducing the software
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by the user given its nature of Free Software, that may mean that it is complicated
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to manipulate, and that also therefore means that it is reserved for developers
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and experienced professionals having in-depth computer knowledge. Users are
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therefore encouraged to load and test the Software's suitability as regards
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their requirements in conditions enabling the security of their systems and/or
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data to be ensured and, more generally, to use and operate it in the same
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conditions of security. This Agreement may be freely reproduced and published,
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provided it is not altered, and that no Articles are either added or removed
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herefrom.
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This Agreement may apply to any or all software for which the holder of the
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economic rights decides to submit the operation thereof to its provisions.
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Article 1 - DEFINITIONS
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For the purposes of this Agreement, when the following expressions commence
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with a capital letter, they shall have the following meaning:
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Agreement: means this Licensing Agreement, and any or all of its subsequent
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versions.
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Software: means the software in its Object Code and/or Source Code form and,
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where applicable, its documentation, "as is" at the time when the Licensee
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accepts the Agreement.
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Initial Software: means the Software in its Source Code and/or Object Code
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form and, where applicable, its documentation, "as is" at the time when it
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is distributed for the first time under the terms and conditions of the Agreement.
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Modified Software: means the Software modified by at least one Contribution.
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Source Code: means all the Software's instructions and program lines to which
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access is required so as to modify the Software.
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Object Code: means the binary files originating from the compilation of the
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Source Code.
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Holder: means the holder of the economic rights over the Initial Software.
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Licensee(s): mean(s) the Software user(s) having accepted the Agreement.
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Contributor: means a Licensee having made at least one Contribution.
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Licensor: means the Holder, or any or all other individual or legal entity,
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that distributes the Software under the Agreement.
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Contributions: mean any or all modifications, corrections, translations, adaptations
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and/or new functionalities integrated into the Software by any or all Contributor,
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and the Static Modules.
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Module: means a set of sources files including their documentation that, once
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compiled in executable form, enables supplementary functionalities or services
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to be developed in addition to those offered by the Software.
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Dynamic Module: means any or all module, created by the Contributor, that
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is independent of the Software, so that this module and the Software are in
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two different executable forms that are run in separate address spaces, with
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one calling the other when they are run.
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Static Module: means any or all module, created by the Contributor and connected
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to the Software by a static link that makes their object codes interdependent.
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This module and the Software to which it is connected, are combined in a single
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executable.
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Parties: mean both the Licensee and the Licensor.
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These expressions may be used both in singular and plural form.
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Article 2 - PURPOSE
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The purpose of the Agreement is to enable the Licensor to grant the Licensee
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a free, non-exclusive, transferable and worldwide License for the Software
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as set forth in Article 5 hereinafter for the whole term of protection of
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the rights over said Software.
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Article 3 - ACCEPTANCE
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3.1. The Licensee shall be deemed as having accepted the terms and conditions
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of this Agreement by the occurrence of the first of the following events:
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(i) loading the Software by any or all means, notably, by downloading from
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a remote server, or by loading from a physical medium;
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(ii) the first time the Licensee exercises any of the rights granted hereunder.
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3.2. One copy of the Agreement, containing a notice relating to the specific
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nature of the Software, to the limited warranty, and to the limitation to
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use by experienced users has been provided to the Licensee prior to its acceptance
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as set forth in Article 3.1 hereinabove, and the Licensee hereby acknowledges
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that it is aware thereof.
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Article 4 - EFFECTIVE DATE AND TERM
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4.1. EFFECTIVE DATE
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The Agreement shall become effective on the date when it is accepted by the
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Licensee as set forth in Article 3.1.
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4.2. TERM
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The Agreement shall remain in force during the whole legal term of protection
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of the economic rights over the Software.
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Article 5 - SCOPE OF THE RIGHTS GRANTED ---------------------------------------
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The Licensor hereby grants to the Licensee, that accepts such, the following
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rights as regards the Software for any or all use, and for the term of the
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Agreement, on the basis of the terms and conditions set forth hereinafter.
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Otherwise, the Licensor grants to the Licensee free of charge exploitation
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rights on the patents he holds on whole or part of the inventions implemented
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in the Software.
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5.1. RIGHTS OF USE
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The Licensee is authorized to use the Software, unrestrictedly, as regards
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the fields of application, with it being hereinafter specified that this relates
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to:
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1. permanent or temporary reproduction of all or part of the Software by any
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or all means and in any or all form.
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2. loading, displaying, running, or storing the Software on any or all medium.
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3. entitlement to observe, study or test the operation thereof so as to establish
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the ideas and principles that form the basis for any or all constituent elements
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of said Software. This shall apply when the Licensee carries out any or all
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loading, displaying, running, transmission or storage operation as regards
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the Software, that it is entitled to carry out hereunder.
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5.2. ENTITLEMENT TO MAKE CONTRIBUTIONS
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The right to make Contributions includes the right to translate, adapt, arrange,
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or make any or all modification to the Software, and the right to reproduce
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the resulting Software.
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The Licensee is authorized to make any or all Contribution to the Software
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provided that it explicitly mentions its name as the author of said Contribution
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and the date of the development thereof.
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5.3. DISTRIBUTION AND PUBLICATION RIGHTS
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In particular, the right of distribution and publication includes the right
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to transmit and communicate the Software to the general public on any or all
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medium, and by any or all means, and the right to market, either in consideration
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of a fee, or free of charge, a copy or copies of the Software by means of
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any or all process. The Licensee is further authorized to redistribute copies
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of the modified or unmodified Software to third parties according to the terms
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and conditions set forth hereinafter.
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5.3.1. REDISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION
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The Licensee is authorized to redistribute true copies of the Software in
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Source Code or Object Code form, provided that said redistribution complies
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with all the provisions of the Agreement and is accompanied by:
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1. a copy of the Agreement,
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2. a notice relating to the limitation of both the Licensor's warranty and
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liability as set forth in Articles 8 and 9,
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and that, in the event that only the Software's Object Code is redistributed,
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the Licensee allows future Licensees unhindered access to the Software's full
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Source Code by providing them with the terms and conditions for access thereto,
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it being understood that the additional cost of acquiring the Source Code
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shall not exceed the cost of transferring the data.
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5.3.2. REDISTRIBUTION OF MODIFIED SOFTWARE
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When the Licensee makes a Contribution to the Software, the terms and conditions
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for the redistribution of the Modified Software shall then be subject to all
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the provisions hereof.
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The Licensee is authorized to redistribute the Modified Software, in Source
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Code or Object Code form, provided that said redistribution complies with
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all the provisions of the Agreement and is accompanied by:
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1. a copy of the Agreement,
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2. a notice relating to the limitation of both the Licensor's warranty and
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liability as set forth in Articles 8 and 9,
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and that, in the event that only the Modified Software's Object Code is redistributed,
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the Licensee allows future Licensees unhindered access to the Modified Software's
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full Source Code by providing them with the terms and conditions for access
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thereto, it being understood that the additional cost of acquiring the Source
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Code shall not exceed the cost of transferring the data.
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5.3.3. REDISTRIBUTION OF DYNAMIC MODULES
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When the Licensee has developed a Dynamic Module, the terms and conditions
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hereof do not apply to said Dynamic Module, that may be distributed under
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a separate Licensing Agreement.
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5.3.4. COMPATIBILITY WITH THE GPL LICENSE
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In the event that the Modified or unmodified Software is included in a code
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that is subject to the provisions of the GPL License, the Licensee is authorized
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to redistribute the whole under the GPL License.
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In the event that the Modified Software includes a code that is subject to
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the provisions of the GPL License, the Licensee is authorized to redistribute
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the Modified Software under the GPL License.
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Article 6 - INTELLECTUAL PROPERTY
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6.1. OVER THE INITIAL SOFTWARE
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The Holder owns the economic rights over the Initial Software. Any or all
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use of the Initial Software is subject to compliance with the terms and conditions
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under which the Holder has elected to distribute its work and no one shall
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be entitled to and it shall have sole entitlement to modify the terms and
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conditions for the distribution of said Initial Software.
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The Holder undertakes to maintain the distribution of the Initial Software
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under the conditions of the Agreement, for the duration set forth in article
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4.2..
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6.2. OVER THE CONTRIBUTIONS
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The intellectual property rights over the Contributions belong to the holder
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of the economic rights as designated by effective legislation.
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6.3. OVER THE DYNAMIC MODULES
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The Licensee having developed a Dynamic Module is the holder of the intellectual
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property rights over said Dynamic Module and is free to choose the agreement
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that shall govern its distribution.
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6.4. JOINT PROVISIONS
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6.4.1. The Licensee expressly undertakes:
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1. not to remove, or modify, in any or all manner, the intellectual property
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notices affixed to the Software;
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2. to reproduce said notices, in an identical manner, in the copies of the
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Software.
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6.4.2. The Licensee undertakes not to directly or indirectly infringe the
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intellectual property rights of the Holder and/or Contributors and to take,
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where applicable, vis-à-vis its staff, any or all measures required to ensure
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respect for said intellectual property rights of the Holder and/or Contributors.
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Article 7 - RELATED SERVICES
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7.1. Under no circumstances shall the Agreement oblige the Licensor to provide
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technical assistance or maintenance services for the Software.
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However, the Licensor is entitled to offer this type of service. The terms
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and conditions of such technical assistance, and/or such maintenance, shall
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then be set forth in a separate instrument. Only the Licensor offering said
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maintenance and/or technical assistance services shall incur liability therefor.
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7.2. Similarly, any or all Licensor shall be entitled to offer to its Licensees,
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under its own responsibility, a warranty, that shall only be binding upon
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itself, for the redistribution of the Software and/or the Modified Software,
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under terms and conditions that it shall decide upon itself. Said warranty,
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and the financial terms and conditions of its application, shall be subject
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to a separate instrument executed between the Licensor and the Licensee.
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Article 8 - LIABILITY
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8.1. Subject to the provisions of Article 8.2, should the Licensor fail to
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fulfill all or part of its obligations hereunder, the Licensee shall be entitled
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to claim compensation for the direct loss suffered as a result of a fault
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on the part of the Licensor, subject to providing evidence of it.
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8.2. The Licensor's liability is limited to the commitments made under this
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Licensing Agreement and shall not be incurred as a result , in particular:
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(i) of loss due the Licensee's total or partial failure to fulfill its obligations,
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(ii) direct or consequential loss due to the Software's use or performance
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that is suffered by the Licensee, when the latter is a professional using
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said Software for professional purposes and (iii) consequential loss due to
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the Software's use or performance. The Parties expressly agree that any or
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all pecuniary or business loss (i.e. loss of data, loss of profits, operating
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loss, loss of customers or orders, opportunity cost, any disturbance to business
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activities) or any or all legal proceedings instituted against the Licensee
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by a third party, shall constitute consequential loss and shall not provide
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entitlement to any or all compensation from the Licensor.
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Article 9 - WARRANTY
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9.1. The Licensee acknowledges that the current situation as regards scientific
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and technical know-how at the time when the Software was distributed did not
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enable all possible uses to be tested and verified, nor for the presence of
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any or all faults to be detected. In this respect, the Licensee's attention
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has been drawn to the risks associated with loading, using, modifying and/or
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developing and reproducing the Software that are reserved for experienced
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users.
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The Licensee shall be responsible for verifying, by any or all means, the
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product's suitability for its requirements, its due and proper functioning,
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and for ensuring that it shall not cause damage to either persons or property.
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9.2. The Licensor hereby represents, in good faith, that it is entitled to
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grant all the rights on the Software (including in particular the rights set
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forth in Article 5 hereof over the Software).
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9.3. The Licensee acknowledges that the Software is supplied "as is" by the
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Licensor without any or all other express or tacit warranty, other than that
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provided for in Article 9.2 and, in particular, without any or all warranty
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as to its market value, its secured, innovative or relevant nature.
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Specifically, the Licensor does not warrant that the Software is free from
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any or all error, that it shall operate continuously, that it shall be compatible
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with the Licensee's own equipment and its software configuration, nor that
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it shall meet the Licensee's requirements.
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9.4. The Licensor does not either expressly or tacitly warrant that the Software
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does not infringe any or all third party intellectual right relating to a
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patent, software or to any or all other property right. Moreover, the Licensor
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shall not hold the Licensee harmless against any or all proceedings for infringement
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that may be instituted in respect of the use, modification and redistribution
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of the Software. Nevertheless, should such proceedings be instituted against
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the Licensee, the Licensor shall provide it with technical and legal assistance
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for its defense. Such technical and legal assistance shall be decided upon
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on a case-by-case basis between the relevant Licensor and the Licensee pursuant
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to a memorandum of understanding. The Licensor disclaims any or all liability
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as regards the Licensee's use of the Software's name. No warranty shall be
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provided as regards the existence of prior rights over the name of the Software
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and as regards the existence of a trademark.
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Article 10 - TERMINATION
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10.1. In the event of a breach by the Licensee of its obligations hereunder,
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the Licensor may automatically terminate this Agreement thirty (30) days after
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notice has been sent to the Licensee and has remained ineffective.
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10.2. The Licensee whose Agreement is terminated shall no longer be authorized
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to use, modify or distribute the Software. However, any or all licenses that
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it may have granted prior to termination of the Agreement shall remain valid
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subject to their having been granted in compliance with the terms and conditions
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hereof.
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Article 11 - MISCELLANEOUS PROVISIONS
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11.1. EXCUSABLE EVENTS
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Neither Party shall be liable for any or all delay, or failure to perform
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the Agreement, that may be attributable to an event of force majeure, an act
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of God or an outside cause, such as, notably, defective functioning, or interruptions
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affecting the electricity or telecommunications networks, blocking of the
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network following a virus attack, the intervention of the government authorities,
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natural disasters, water damage, earthquakes, fire, explosions, strikes and
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labor unrest, war, etc.
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11.2. The fact that either Party may fail, on one or several occasions, to
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invoke one or several of the provisions hereof, shall under no circumstances
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be interpreted as being a waiver by the interested Party of its entitlement
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to invoke said provision(s) subsequently.
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11.3. The Agreement cancels and replaces any or all previous agreement, whether
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written or oral, between the Parties and having the same purpose, and constitutes
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the entirety of the agreement between said Parties concerning said purpose.
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No supplement or modification to the terms and conditions hereof shall be
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effective as regards the Parties unless it is made in writing and signed by
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their duly authorized representatives.
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11.4. In the event that one or several of the provisions hereof were to conflict
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with a current or future applicable act or legislative text, said act or legislative
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text shall take precedence, and the Parties shall make the necessary amendments
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so as to be in compliance with said act or legislative text. All the other
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provisions shall remain effective. Similarly, the fact that a provision of
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the Agreement may be null and void, for any reason whatsoever, shall not cause
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the Agreement as a whole to be null and void.
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11.5. LANGUAGE
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The Agreement is drafted in both French and English. In the event of a conflict
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as regards construction, the French version shall be deemed authentic.
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Article 12 - NEW VERSIONS OF THE AGREEMENT
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12.1. Any or all person is authorized to duplicate and distribute copies of
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this Agreement.
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12.2. So as to ensure coherence, the wording of this Agreement is protected
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and may only be modified by the authors of the License, that reserve the right
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to periodically publish updates or new versions of the Agreement, each with
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a separate number. These subsequent versions may address new issues encountered
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by Free Software.
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12.3. Any or all Software distributed under a given version of the Agreement
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may only be subsequently distributed under the same version of the Agreement,
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or a subsequent version, subject to the provisions of article 5.3.4.
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Article 13 - GOVERNING LAW AND JURISDICTION
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13.1. The Agreement is governed by French law. The Parties agree to endeavor
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to settle the disagreements or disputes that may arise during the performance
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of the Agreement out-of-court.
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13.2. In the absence of an out-of-court settlement within two (2) months as
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from their occurrence, and unless emergency proceedings are necessary, the
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disagreements or disputes shall be referred to the Paris Courts having jurisdiction,
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by the first Party to take action.
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Version 1.1 of 10/26/2004
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