2
CeCILL FREE SOFTWARE LICENSE AGREEMENT
7
This Agreement is a Free Software license agreement that is the result
8
of discussions between its authors in order to ensure compliance with
9
the two main principles guiding its drafting:
11
* firstly, compliance with the principles governing the distribution
12
of Free Software: access to source code, broad rights granted to
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.
19
The authors of the CeCILL (for Ce[a] C[nrs] I[nria] L[logiciel] L[ibre])
22
Commissariat à l'Energie Atomique - CEA, a public scientific, technical
23
and industrial establishment, having its principal place of business at
24
31-33 rue de la Fédération, 75752 Paris cedex 15, France.
26
Centre National de la Recherche Scientifique - CNRS, a public scientific
27
and technological establishment, having its principal place of business
28
at 3 rue Michel-Ange 75794 Paris cedex 16, France.
30
Institut National de Recherche en Informatique et en Automatique -
31
INRIA, a public scientific and technological establishment, having its
32
principal place of business at Domaine de Voluceau, Rocquencourt, BP
33
105, 78153 Le Chesnay cedex, France.
38
The purpose of this Free Software license agreement is to grant users
39
the right to modify and redistribute the software governed by this
40
license within the framework of an open source distribution model.
42
The exercising of these rights is conditional upon certain obligations
43
for users so as to preserve this status for all subsequent redistributions.
45
In consideration of access to the source code and the rights to copy,
46
modify and redistribute granted by the license, users are provided only
47
with a limited warranty and the software's author, the holder of the
48
economic rights, and the successive licensors only have limited liability.
50
In this respect, the risks associated with loading, using, modifying
51
and/or developing or reproducing the software by the user are brought to
52
the user's attention, given its Free Software status, which may make it
53
complicated to use, with the result that its use is reserved for
54
developers and experienced professionals having in-depth computer
55
knowledge. Users are therefore encouraged to load and test the
56
Software's suitability as regards their requirements in conditions
57
enabling the security of their systems and/or data to be ensured and,
58
more generally, to use and operate it in the same conditions of
59
security. This Agreement may be freely reproduced and published,
60
provided it is not altered, and that no provisions are either added or
63
This Agreement may apply to any or all software for which the holder of
64
the economic rights decides to submit the use thereof to its provisions.
67
Article 1 - DEFINITIONS
69
For the purpose of this Agreement, when the following expressions
70
commence with a capital letter, they shall have the following meaning:
72
Agreement: means this license agreement, and its possible subsequent
75
Software: means the software in its Object Code and/or Source Code form
76
and, where applicable, its documentation, "as is" when the Licensee
77
accepts the Agreement.
79
Initial Software: means the Software in its Source Code and possibly its
80
Object Code form and, where applicable, its documentation, "as is" when
81
it is first distributed under the terms and conditions of the Agreement.
83
Modified Software: means the Software modified by at least one
86
Source Code: means all the Software's instructions and program lines to
87
which access is required so as to modify the Software.
89
Object Code: means the binary files originating from the compilation of
92
Holder: means the holder(s) of the economic rights over the Initial
95
Licensee: means the Software user(s) having accepted the Agreement.
97
Contributor: means a Licensee having made at least one Contribution.
99
Licensor: means the Holder, or any other individual or legal entity, who
100
distributes the Software under the Agreement.
102
Contribution: means any or all modifications, corrections, translations,
103
adaptations and/or new functions integrated into the Software by any or
104
all Contributors, as well as any or all Internal Modules.
106
Module: means a set of sources files including their documentation that
107
enables supplementary functions or services in addition to those offered
110
External Module: means any or all Modules, not derived from the
111
Software, so that this Module and the Software run in separate address
112
spaces, with one calling the other when they are run.
114
Internal Module: means any or all Module, connected to the Software so
115
that they both execute in the same address space.
117
GNU GPL: means the GNU General Public License version 2 or any
118
subsequent version, as published by the Free Software Foundation Inc.
120
Parties: mean both the Licensee and the Licensor.
122
These expressions may be used both in singular and plural form.
127
The purpose of the Agreement is the grant by the Licensor to the
128
Licensee of a non-exclusive, transferable and worldwide license for the
129
Software as set forth in Article 5 hereinafter for the whole term of the
130
protection granted by the rights over said Software.
133
Article 3 - ACCEPTANCE
135
3.1 The Licensee shall be deemed as having accepted the terms and
136
conditions of this Agreement upon the occurrence of the first of the
139
* (i) loading the Software by any or all means, notably, by
140
downloading from a remote server, or by loading from a physical
142
* (ii) the first time the Licensee exercises any of the rights
145
3.2 One copy of the Agreement, containing a notice relating to the
146
characteristics of the Software, to the limited warranty, and to the
147
fact that its use is restricted to experienced users has been provided
148
to the Licensee prior to its acceptance as set forth in Article 3.1
149
hereinabove, and the Licensee hereby acknowledges that it has read and
153
Article 4 - EFFECTIVE DATE AND TERM
158
The Agreement shall become effective on the date when it is accepted by
159
the Licensee as set forth in Article 3.1.
164
The Agreement shall remain in force for the entire legal term of
165
protection of the economic rights over the Software.
168
Article 5 - SCOPE OF RIGHTS GRANTED
170
The Licensor hereby grants to the Licensee, who accepts, the following
171
rights over the Software for any or all use, and for the term of the
172
Agreement, on the basis of the terms and conditions set forth hereinafter.
174
Besides, if the Licensor owns or comes to own one or more patents
175
protecting all or part of the functions of the Software or of its
176
components, the Licensor undertakes not to enforce the rights granted by
177
these patents against successive Licensees using, exploiting or
178
modifying the Software. If these patents are transferred, the Licensor
179
undertakes to have the transferees subscribe to the obligations set
180
forth in this paragraph.
185
The Licensee is authorized to use the Software, without any limitation
186
as to its fields of application, with it being hereinafter specified
189
1. permanent or temporary reproduction of all or part of the Software
190
by any or all means and in any or all form.
192
2. loading, displaying, running, or storing the Software on any or
195
3. entitlement to observe, study or test its operation so as to
196
determine the ideas and principles behind any or all constituent
197
elements of said Software. This shall apply when the Licensee
198
carries out any or all loading, displaying, running, transmission
199
or storage operation as regards the Software, that it is entitled
200
to carry out hereunder.
203
5.2 ENTITLEMENT TO MAKE CONTRIBUTIONS
205
The right to make Contributions includes the right to translate, adapt,
206
arrange, or make any or all modifications to the Software, and the right
207
to reproduce the resulting Software.
209
The Licensee is authorized to make any or all Contributions to the
210
Software provided that it includes an explicit notice that it is the
211
author of said Contribution and indicates the date of the creation thereof.
214
5.3 RIGHT OF DISTRIBUTION
216
In particular, the right of distribution includes the right to publish,
217
transmit and communicate the Software to the general public on any or
218
all medium, and by any or all means, and the right to market, either in
219
consideration of a fee, or free of charge, one or more copies of the
220
Software by any means.
222
The Licensee is further authorized to distribute copies of the modified
223
or unmodified Software to third parties according to the terms and
224
conditions set forth hereinafter.
227
5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION
229
The Licensee is authorized to distribute true copies of the Software in
230
Source Code or Object Code form, provided that said distribution
231
complies with all the provisions of the Agreement and is accompanied by:
233
1. a copy of the Agreement,
235
2. a notice relating to the limitation of both the Licensor's
236
warranty and liability as set forth in Articles 8 and 9,
238
and that, in the event that only the Object Code of the Software is
239
redistributed, the Licensee allows future Licensees unhindered access to
240
the full Source Code of the Software by indicating how to access it, it
241
being understood that the additional cost of acquiring the Source Code
242
shall not exceed the cost of transferring the data.
245
5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE
247
When the Licensee makes a Contribution to the Software, the terms and
248
conditions for the distribution of the Modified Software become subject
249
to all the provisions of this Agreement.
251
The Licensee is authorized to distribute the Modified Software, in
252
Source Code or Object Code form, provided that said distribution
253
complies with all the provisions of the Agreement and is accompanied by:
255
1. a copy of the Agreement,
257
2. a notice relating to the limitation of both the Licensor's
258
warranty and liability as set forth in Articles 8 and 9,
260
and that, in the event that only the Object Code of the Modified
261
Software is redistributed, the Licensee allows future Licensees
262
unhindered access to the full Source Code of the Modified Software by
263
indicating how to access it, it being understood that the additional
264
cost of acquiring the Source Code shall not exceed the cost of
265
transferring the data.
268
5.3.3 DISTRIBUTION OF EXTERNAL MODULES
270
When the Licensee has developed an External Module, the terms and
271
conditions of this Agreement do not apply to said External Module, that
272
may be distributed under a separate license agreement.
275
5.3.4 COMPATIBILITY WITH THE GNU GPL
277
The Licensee can include a code that is subject to the provisions of one
278
of the versions of the GNU GPL in the Modified or unmodified Software,
279
and distribute that entire code under the terms of the same version of
282
The Licensee can include the Modified or unmodified Software in a code
283
that is subject to the provisions of one of the versions of the GNU GPL,
284
and distribute that entire code under the terms of the same version of
288
Article 6 - INTELLECTUAL PROPERTY
291
6.1 OVER THE INITIAL SOFTWARE
293
The Holder owns the economic rights over the Initial Software. Any or
294
all use of the Initial Software is subject to compliance with the terms
295
and conditions under which the Holder has elected to distribute its work
296
and no one shall be entitled to modify the terms and conditions for the
297
distribution of said Initial Software.
299
The Holder undertakes that the Initial Software will remain ruled at
300
least by the current license, for the duration set forth in article 4.2.
303
6.2 OVER THE CONTRIBUTIONS
305
A Licensee who develops a Contribution is the owner of the intellectual
306
property rights over this Contribution as defined by applicable law.
309
6.3 OVER THE EXTERNAL MODULES
311
A Licensee who develops an External Module is the owner of the
312
intellectual property rights over this External Module as defined by
313
applicable law and is free to choose the type of agreement that shall
314
govern its distribution.
319
The Licensee expressly undertakes:
321
1. not to remove, or modify, in any manner, the intellectual property
322
notices attached to the Software;
324
2. to reproduce said notices, in an identical manner, in the copies
325
of the Software modified or not.
327
The Licensee undertakes not to directly or indirectly infringe the
328
intellectual property rights of the Holder and/or Contributors on the
329
Software and to take, where applicable, vis-à-vis its staff, any and all
330
measures required to ensure respect of said intellectual property rights
331
of the Holder and/or Contributors.
334
Article 7 - RELATED SERVICES
336
7.1 Under no circumstances shall the Agreement oblige the Licensor to
337
provide technical assistance or maintenance services for the Software.
339
However, the Licensor is entitled to offer this type of services. The
340
terms and conditions of such technical assistance, and/or such
341
maintenance, shall be set forth in a separate instrument. Only the
342
Licensor offering said maintenance and/or technical assistance services
343
shall incur liability therefor.
345
7.2 Similarly, any Licensor is entitled to offer to its licensees, under
346
its sole responsibility, a warranty, that shall only be binding upon
347
itself, for the redistribution of the Software and/or the Modified
348
Software, under terms and conditions that it is free to decide. Said
349
warranty, and the financial terms and conditions of its application,
350
shall be subject of a separate instrument executed between the Licensor
354
Article 8 - LIABILITY
356
8.1 Subject to the provisions of Article 8.2, the Licensee shall be
357
entitled to claim compensation for any direct loss it may have suffered
358
from the Software as a result of a fault on the part of the relevant
359
Licensor, subject to providing evidence thereof.
361
8.2 The Licensor's liability is limited to the commitments made under
362
this Agreement and shall not be incurred as a result of in particular:
363
(i) loss due the Licensee's total or partial failure to fulfill its
364
obligations, (ii) direct or consequential loss that is suffered by the
365
Licensee due to the use or performance of the Software, and (iii) more
366
generally, any consequential loss. In particular the Parties expressly
367
agree that any or all pecuniary or business loss (i.e. loss of data,
368
loss of profits, operating loss, loss of customers or orders,
369
opportunity cost, any disturbance to business activities) or any or all
370
legal proceedings instituted against the Licensee by a third party,
371
shall constitute consequential loss and shall not provide entitlement to
372
any or all compensation from the Licensor.
377
9.1 The Licensee acknowledges that the scientific and technical
378
state-of-the-art when the Software was distributed did not enable all
379
possible uses to be tested and verified, nor for the presence of
380
possible defects to be detected. In this respect, the Licensee's
381
attention has been drawn to the risks associated with loading, using,
382
modifying and/or developing and reproducing the Software which are
383
reserved for experienced users.
385
The Licensee shall be responsible for verifying, by any or all means,
386
the product's suitability for its requirements, its good working order,
387
and for ensuring that it shall not cause damage to either persons or
390
9.2 The Licensor hereby represents, in good faith, that it is entitled
391
to grant all the rights over the Software (including in particular the
392
rights set forth in Article 5).
394
9.3 The Licensee acknowledges that the Software is supplied "as is" by
395
the Licensor without any other express or tacit warranty, other than
396
that provided for in Article 9.2 and, in particular, without any warranty
397
as to its commercial value, its secured, safe, innovative or relevant
400
Specifically, the Licensor does not warrant that the Software is free
401
from any error, that it will operate without interruption, that it will
402
be compatible with the Licensee's own equipment and software
403
configuration, nor that it will meet the Licensee's requirements.
405
9.4 The Licensor does not either expressly or tacitly warrant that the
406
Software does not infringe any third party intellectual property right
407
relating to a patent, software or any other property right. Therefore,
408
the Licensor disclaims any and all liability towards the Licensee
409
arising out of any or all proceedings for infringement that may be
410
instituted in respect of the use, modification and redistribution of the
411
Software. Nevertheless, should such proceedings be instituted against
412
the Licensee, the Licensor shall provide it with technical and legal
413
assistance for its defense. Such technical and legal assistance shall be
414
decided on a case-by-case basis between the relevant Licensor and the
415
Licensee pursuant to a memorandum of understanding. The Licensor
416
disclaims any and all liability as regards the Licensee's use of the
417
name of the Software. No warranty is given as regards the existence of
418
prior rights over the name of the Software or as regards the existence
422
Article 10 - TERMINATION
424
10.1 In the event of a breach by the Licensee of its obligations
425
hereunder, the Licensor may automatically terminate this Agreement
426
thirty (30) days after notice has been sent to the Licensee and has
427
remained ineffective.
429
10.2 A Licensee whose Agreement is terminated shall no longer be
430
authorized to use, modify or distribute the Software. However, any
431
licenses that it may have granted prior to termination of the Agreement
432
shall remain valid subject to their having been granted in compliance
433
with the terms and conditions hereof.
436
Article 11 - MISCELLANEOUS
439
11.1 EXCUSABLE EVENTS
441
Neither Party shall be liable for any or all delay, or failure to
442
perform the Agreement, that may be attributable to an event of force
443
majeure, an act of God or an outside cause, such as defective
444
functioning or interruptions of the electricity or telecommunications
445
networks, network paralysis following a virus attack, intervention by
446
government authorities, natural disasters, water damage, earthquakes,
447
fire, explosions, strikes and labor unrest, war, etc.
449
11.2 Any Failure by either Party, on one or more occasions, to invoke
450
one or more of the provisions hereof, shall under no circumstances be
451
interpreted as being a waiver by the interested Party of its right to
452
invoke said provision(s) subsequently.
454
11.3 The Agreement cancels and replaces any or all previous agreements,
455
whether written or oral, between the Parties and having the same
456
purpose, and constitutes the entirety of the agreement between said
457
Parties concerning said purpose. No supplement or modification to the
458
terms and conditions hereof shall be effective as between the Parties
459
unless it is made in writing and signed by their duly authorized
462
11.4 In the event that one or more of the provisions hereof were to
463
conflict with a current or future applicable act or legislative text,
464
said act or legislative text shall prevail, and the Parties shall make
465
the necessary amendments so as to comply with said act or legislative
466
text. All other provisions shall remain effective. Similarly, invalidity
467
of a provision of the Agreement, for any reason whatsoever, shall not
468
cause the Agreement as a whole to be invalid.
473
The Agreement is drafted in both French and English and both versions
474
are deemed authentic.
477
Article 12 - NEW VERSIONS OF THE AGREEMENT
479
12.1 Any person is authorized to duplicate and distribute copies of this
482
12.2 So as to ensure coherence, the wording of this Agreement is
483
protected and may only be modified by the authors of the License, who
484
reserve the right to periodically publish updates or new versions of the
485
Agreement, each with a separate number. These subsequent versions may
486
address new issues encountered by Free Software.
488
12.3 Any Software distributed under a given version of the Agreement may
489
only be subsequently distributed under the same version of the Agreement
490
or a subsequent version, subject to the provisions of Article 5.3.4.
493
Article 13 - GOVERNING LAW AND JURISDICTION
495
13.1 The Agreement is governed by French law. The Parties agree to
496
endeavor to seek an amicable solution to any disagreements or disputes
497
that may arise during the performance of the Agreement.
499
13.2 Failing an amicable solution within two (2) months as from their
500
occurrence, and unless emergency proceedings are necessary, the
501
disagreements or disputes shall be referred to the Paris Courts having
502
jurisdiction, by the more diligent Party.
505
Version 2.0 dated 2005-05-21.