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