# CeCILL FREE SOFTWARE LICENSE AGREEMENT
# Version 2.1 dated 2013-06-21

## Notice

This Agreement is a Free Software license agreement that is the result
of discussions between its authors in order to ensure compliance with
the two main principles guiding its drafting:

- firstly, compliance with the principles governing the distribution
of Free Software: access to source code, broad rights granted to
users,

- secondly, the election of a governing law, French law, with which it
is conformant, both as regards the law of torts and intellectual
property law, and the protection that it offers to both authors and
holders of the economic rights over software.


The authors of the CeCILL[^*] license are:

- Commissariat à l'énergie atomique et aux énergies alternatives -
CEA, a public scientific, technical and industrial research
establishment, having its principal place of business at 25 rue
Leblanc, immeuble Le Ponant D, 75015 Paris, France.

- Centre National de la Recherche Scientifique - CNRS, a public
scientific and technological establishment, having its principal place
of business at 3 rue Michel-Ange, 75794 Paris cedex 16, France.

- Institut National de Recherche en Informatique et en Automatique -
Inria, a public scientific and technological establishment, having its
principal place of business at Domaine de Voluceau, Rocquencourt, BP
105, 78153 Le Chesnay cedex, France.


## Preamble

The purpose of this Free Software license agreement is to grant users
the right to modify and redistribute the software governed by this
license within the framework of an open source distribution model.

The exercising of this right is conditional upon certain obligations
for users so as to preserve this status for all subsequent
redistributions.

In consideration of access to the source code and the rights to copy,
modify and redistribute granted by the license, users are provided
only with a limited warranty and the software's author, the holder of
the economic rights, and the successive licensors only have limited
liability.

In this respect, the risks associated with loading, using, modifying
and/or developing or reproducing the software by the user are brought
to the user's attention, given its Free Software status, which may
make it complicated to use, with the result that its use is reserved
for developers and experienced professionals having in-depth computer
knowledge.  Users are therefore encouraged to load and test the
suitability of the software as regards their requirements in
conditions enabling the security of their systems and/or data to be
ensured and, more generally, to use and operate it in the same
conditions of security. This Agreement may be freely reproduced and
published, provided it is not altered, and that no provisions are
either added or removed herefrom.

This Agreement may apply to any or all software for which the holder
of the economic rights decides to submit the use thereof to its
provisions.

Frequently asked questions can be found on the official website of the
CeCILL licenses family (<http://www.cecill.info/index.en.html>) for
any necessary clarification.


## Article 1 - DEFINITIONS

For the purpose of this Agreement, when the following expressions
commence with a capital letter, they shall have the following
meaning:

-__Agreement:__ means this license agreement, and its possible
subsequent versions and annexes.

-__Software:__ means the software in its Object Code and/or Source
Code form and, where applicable, its documentation, "as is" when the
Licensee accepts the Agreement.

-__Initial Software:__ means the Software in its Source Code and
possibly its Object Code form and, where applicable, its
documentation, "as is" when it is first distributed under the terms
and conditions of the
Agreement.

-__Modified Software:__ means the Software modified by at least one
Contribution.

-__Source Code:__ means all the Software's instructions and program
lines to which access is required so as to modify the Software.

-__Object Code:__ means the binary files originating from the
compilation of the Source Code.

-__Holder:__ means the holder(s) of the economic rights over the
Initial Software.

-__Licensee:__ means the Software user(s) having accepted the
Agreement.

-__Contributor:__ means a Licensee having made at least one
Contribution.

-__Licensor:__ means the Holder, or any other individual or legal
entity, who distributes the Software under the Agreement.

-__Contribution:__ means any or all modifications, corrections,
translations, adaptations and/or new functions integrated into the
Software by any or all Contributors, as well as any or all Internal
Modules.

-__Module:__ means a set of sources files including their
documentation that enables supplementary functions or services in
addition to those offered by the Software.

-__External Module:__ means any or all Modules, not derived from the
Software, so that this Module and the Software run in separate address
spaces, with one calling the other when they are run.

-__Internal Module:__ means any or all Module, connected to the
Software so that they both execute in the same address space.

-__GNU GPL:__ means the GNU General Public License version 2 or any
subsequent version, as published by the Free Software Foundation Inc.

-__Parties:__ mean both the Licensee and the Licensor.

These expressions may be used both in singular and plural form.


## Article 2 - PURPOSE

The purpose of the Agreement is the grant by the Licensor to the
Licensee of a non-exclusive, transferable and worldwide license for
the Software as set forth in
[Article 5](#article-5---scope-of-rights-granted) hereinafter for the
whole term of the protection granted by the rights over said Software.


## Article 3 - ACCEPTANCE

### 3.1

The Licensee shall be deemed as having accepted the terms and
conditions of this Agreement upon the occurrence of the first of the
following events:


(i) loading the Software by any or all means, notably, by downloading
from a remote server, or by loading from a physical medium;

(ii) the first time the Licensee exercises any of the rights granted
hereunder.


### 3.2

One copy of the Agreement, containing a notice relating to the
characteristics of the Software, to the limited warranty, and to the
fact that its use is restricted to experienced users has been provided
to the Licensee prior to its acceptance as set forth in
[Article 3.1](#3.1) hereinabove, and the Licensee hereby acknowledges
that it has read and understood it.


## Article 4 - EFFECTIVE DATE AND TERM

### 4.1 EFFECTIVE DATE

The Agreement shall become effective on the date when it is accepted
by the Licensee as set forth in [Article 3.1](#3.1).


### 4.2 TERM

The Agreement shall remain in force for the entire legal term of
protection of the economic rights over the Software.


## Article 5 - SCOPE OF RIGHTS GRANTED

The Licensor hereby grants to the Licensee, who accepts, the following
rights over the Software for any or all use, and for the term of the
Agreement, on the basis of the terms and conditions set forth
hereinafter.

Besides, if the Licensor owns or comes to own one or more patents
protecting all or part of the functions of the Software or of its
components, the Licensor undertakes not to enforce the rights granted
by these patents against successive Licensees using, exploiting or
modifying the Software. If these patents are transferred, the Licensor
undertakes to have the transferees subscribe to the obligations set
forth in this paragraph.


### 5.1 RIGHT OF USE

The Licensee is authorized to use the Software, without any limitation
as to its fields of application, with it being hereinafter specified
that this comprises:

1. permanent or temporary reproduction of all or part of the Software
by any or all means and in any or all form.

2. loading, displaying, running, or storing the Software on any or all
medium.

3. entitlement to observe, study or test its operation so as to
determine the ideas and principles behind any or all constituent
elements of said Software. This shall apply when the Licensee carries
out any or all loading, displaying, running, transmission or storage
operation as regards the Software, that it is entitled to carry out
hereunder.


### 5.2 ENTITLEMENT TO MAKE CONTRIBUTIONS

The right to make Contributions includes the right to translate,
adapt, arrange, or make any or all modifications to the Software, and
the right to reproduce the resulting software.

The Licensee is authorized to make any or all Contributions to the
Software provided that it includes an explicit notice that it is the
author of said Contribution and indicates the date of the creation
thereof.


### 5.3 RIGHT OF DISTRIBUTION

In particular, the right of distribution includes the right to
publish, transmit and communicate the Software to the general public
on any or all medium, and by any or all means, and the right to
market, either in consideration of a fee, or free of charge, one or
more copies of the Software by any means.

The Licensee is further authorized to distribute copies of the
modified or unmodified Software to third parties according to the
terms and conditions set forth hereinafter.


#### 5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION

The Licensee is authorized to distribute true copies of the Software
in Source Code or Object Code form, provided that said distribution
complies with all the provisions of the Agreement and is accompanied
by:

1. a copy of the Agreement,

2. a notice relating to the limitation of both the Licensor's warranty
and liability as set forth in Articles [8](#article-8---liability) and
[9](#article-9---warranty),

and that, in the event that only the Object Code of the Software is
redistributed, the Licensee allows effective access to the full Source
Code of the Software for a period of at least three years from the
distribution of the Software, it being understood that the additional
acquisition cost of the Source Code shall not exceed the cost of the
data transfer.


#### 5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE

When the Licensee makes a Contribution to the Software, the terms and
conditions for the distribution of the resulting Modified Software
become subject to all the provisions of this Agreement.

The Licensee is authorized to distribute the Modified Software, in
source code or object code form, provided that said distribution
complies with all the provisions of the Agreement and is accompanied
by:

1. a copy of the Agreement,

2. a notice relating to the limitation of both the Licensor's warranty
and liability as set forth in Articles [8](#article-8---liability) and
[9](#article-9---warranty),

and, in the event that only the 
object code of the Modified Software
is redistributed, 

3. a note stating the conditions of effective access to the full
source code of the Modified Software for a period of at least three
years from the distribution of the Modified Software, it being
understood that the additional acquisition cost of the source code
shall not exceed the cost of the data transfer.


#### 5.3.3 DISTRIBUTION OF EXTERNAL MODULES

When the Licensee has developed an External Module, the terms and
conditions of this Agreement do not apply to said External Module,
that may be distributed under a separate license agreement.


#### 5.3.4 COMPATIBILITY WITH OTHER LICENSES

The Licensee can include a code that is subject to the provisions of
one of the versions of the GNU GPL, GNU Affero GPL and/or EUPL in the
Modified or unmodified Software, and distribute that entire code under
the terms of the same version of the GNU GPL, GNU Affero GPL and/or
EUPL.

The Licensee can include the Modified or unmodified Software in a code
that is subject to the provisions of one of the versions of the GNU
GPL, GNU Affero GPL and/or EUPL and distribute that entire code under
the terms of the same version of the GNU GPL, GNU Affero GPL and/or
EUPL.


## Article 6 - INTELLECTUAL PROPERTY

### 6.1 OVER THE INITIAL SOFTWARE

The Holder owns the economic rights over the Initial Software. Any or
all use of the Initial Software is subject to compliance with the
terms and conditions under which the Holder has elected to distribute
its work and no one shall be entitled to modify the terms and
conditions for the distribution of said Initial Software.

The Holder undertakes that the Initial Software will remain ruled at
least by this Agreement, for the duration set forth in [Article 4.2](#4.2-term).


### 6.2 OVER THE CONTRIBUTIONS

The Licensee who develops a Contribution is the owner of the
intellectual property rights over this Contribution as defined by
applicable law.


### 6.3 OVER THE EXTERNAL MODULES

The Licensee who develops an External Module is the owner of the
intellectual property rights over this External Module as defined by
applicable law and is free to choose the type of agreement that shall
govern its distribution.


### 6.4 JOINT PROVISIONS

The
Licensee expressly undertakes:

1. not to remove, or modify, in any manner, the intellectual property
notices attached to the Software;

2. to reproduce said notices, in an identical manner, in the copies of
the Software modified or not.

The Licensee undertakes not to directly or indirectly infringe the
intellectual property rights on the Software of the Holder and/or
Contributors, and to take, where applicable, vis-à-vis its staff, any
and all measures required to ensure respect of said intellectual
property rights of the Holder and/or Contributors.


## Article 7 - RELATED SERVICES

### 7.1

Under no circumstances shall the Agreement oblige the Licensor to
provide technical assistance or maintenance services for the
Software.

However, the Licensor is entitled to offer this type of services. The
terms and conditions of such technical assistance, and/or such
maintenance, shall be set forth in a separate instrument. Only the
Licensor offering said maintenance and/or technical assistance
services shall incur liability therefor.


### 7.2

Similarly, any Licensor is entitled to offer to its licensees, under
its sole responsibility, a warranty, that shall only be binding upon
itself, for the redistribution of the Software and/or the Modified
Software, under terms and conditions that it is free to decide. Said
warranty, and the financial terms and conditions of its application,
shall be subject of a separate instrument executed between the
Licensor and the Licensee.


## Article 8 - LIABILITY

### 8.1

Subject to the provisions of [Article 8.2](#8.2), the Licensee shall
be entitled to claim compensation for any direct loss it may have
suffered from the Software as a result of a fault on the part of the
relevant Licensor, subject to providing evidence thereof.


### 8.2

The Licensor's liability is limited to the commitments made under this
Agreement and shall not be incurred as a result of in particular:

(i) loss due the Licensee's total or partial failure to fulfill its
obligations,

(ii) direct or consequential loss that is suffered by the Licensee due
to the use or performance of the Software, and

(iii) more generally, any consequential loss.  In particular the
Parties expressly agree that any or all pecuniary or business loss
(i.e. loss of data, loss of profits, operating loss, loss of customers
or orders, opportunity cost, any disturbance to business activities)
or any or all legal proceedings instituted against the Licensee by a
third party, shall constitute consequential loss and shall not provide
entitlement to any or all compensation from the Licensor.


## Article 9 - WARRANTY

### 9.1

The Licensee acknowledges that the scientific and technical
state-of-the-art when the Software was distributed did not enable all
possible uses to be tested and verified, nor for the presence of
possible defects to be detected.  In this respect, the Licensee's
attention has been drawn to the risks associated with loading, using,
modifying and/or developing and reproducing the Software which are
reserved for experienced users.

The Licensee shall be responsible for verifying, by any or all means,
the suitability of the product for its requirements, its good working
order, and for ensuring that it shall not cause damage to either
persons or properties.


### 9.2

The Licensor hereby represents, in good faith, that it is entitled to
grant all the rights over the Software (including in particular the
rights set forth in [Article 5](#article-5---scope-of-rights-granted).


### 9.3

The Licensee acknowledges that the Software is supplied "as is" by the
Licensor without any other express or tacit warranty, other than that
provided for in [Article 9.2](#9.2) and, in particular, without any
warranty as to its commercial value, its secured, safe, innovative or
relevant nature.

Specifically, the Licensor does not warrant that the Software is free
from any error, that it will operate without interruption, that it
will be compatible with the Licensee's own equipment and software
configuration, nor that it will meet the
Licensee's requirements.


### 9.4

The Licensor does not either expressly or tacitly warrant that the
Software does not infringe any third party intellectual property right
relating to a patent, software or any other property right.
Therefore, the Licensor disclaims any and all liability towards the
Licensee arising out of any or all proceedings for infringement that
may be instituted in respect of the use, modification and
redistribution of the Software. Nevertheless, should such proceedings
be instituted against the Licensee, the Licensor shall provide it with
technical and legal expertise for its defense. Such technical and
legal expertise shall be decided on a case-by-case basis between the
relevant Licensor and the Licensee pursuant to a memorandum of
understanding. The Licensor disclaims any and all liability as regards
the Licensee's use of the name of the Software. No warranty is given
as regards the existence of prior rights over the name of the Software
or as regards the existence of a trademark.


## Article 10 - TERMINATION

### 10.1

In the event of a breach by the Licensee of its obligations hereunder,
the Licensor may automatically terminate this Agreement thirty (30)
days after notice has been sent to the Licensee and has remained
ineffective.



### 10.2

A Licensee whose Agreement is terminated shall no longer be authorized
to use, modify or distribute the Software. However, any licenses that
it may have granted prior to termination of the Agreement shall remain
valid subject to their having been granted in compliance with the
terms and conditions hereof.


## Article 11 - MISCELLANEOUS

### 11.1 EXCUSABLE EVENTS

Neither Party shall be liable for any or all delay, or failure to
perform the Agreement, that may be attributable to an event of force
majeure, an act of God or an outside cause, such as defective
functioning or interruptions of the electricity or telecommunications
networks, network paralysis following a virus attack, intervention by
government authorities, natural disasters, water damage, earthquakes,
fire, explosions, strikes and labor unrest, war, etc.


### 11.2

Any failure by either Party, on one or more occasions, to invoke one
or more of the provisions hereof, shall under no circumstances be
interpreted as being a waiver by the interested Party of its right to
invoke said provision(s) subsequently.


### 11.3

The Agreement cancels and replaces any or all previous agreements,
whether written or oral, between the Parties and having the same
purpose, and constitutes the entirety of the agreement between said
Parties concerning said purpose. No supplement or modification to the
terms and conditions hereof shall be effective as between the Parties
unless it is made in writing and signed by their duly authorized
representatives.


### 11.4

In the event that one or more of the provisions hereof were to
conflict with a current or future applicable act or legislative text,
said act or legislative text shall prevail, and the Parties shall make
the necessary amendments so as to comply with said act or legislative
text. All other provisions shall remain effective. Similarly,
invalidity of a provision of the Agreement, for any reason whatsoever,
shall not cause the Agreement as a whole to be invalid.


### 11.5 LANGUAGE

The Agreement is drafted in both French and English and both versions
are deemed authentic.


## Article 12 - NEW VERSIONS OF THE AGREEMENT

### 12.1

Any person is authorized to duplicate and distribute copies of this
Agreement.


### 12.2

So as to ensure coherence, the wording of this Agreement is protected
and may only be modified by the authors of the License, who reserve
the right to periodically publish updates or new versions of the
Agreement, each with a separate number. These subsequent versions may
address new issues encountered by Free Software.


### 12.3

Any
Software distributed under a given version of the Agreement
may only be subsequently distributed under the same version of the
Agreement or a subsequent version, subject to the provisions of
[Article 5.3.4](#5.3.4-compatibility-with-other-licenses). 


## Article 13 - GOVERNING LAW AND JURISDICTION

### 13.1

The Agreement is governed by French law.  The Parties agree to
endeavor to seek an amicable solution to any disagreements or disputes
that may arise during the performance of the Agreement.


### 13.2

Failing an amicable solution within two (2) months as from their
occurrence, and unless emergency proceedings are necessary, the
disagreements or disputes shall be referred to the Paris Courts having
jurisdiction, by the more diligent Party.


[^*]: CeCILL stands for Ce(a) C(nrs) I(nria) L(ogiciel) L(ibre)
