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 à 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-à-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