2. Version 2.1 dated 2013-06-21
  3. Notice
  4. This Agreement is a Free Software license agreement that is the result
  5. of discussions between its authors in order to ensure compliance with
  6. the two main principles guiding its drafting:
  7. * firstly, compliance with the principles governing the distribution
  8. of Free Software: access to source code, broad rights granted to users,
  9. * secondly, the election of a governing law, French law, with which it
  10. is conformant, both as regards the law of torts and intellectual
  11. property law, and the protection that it offers to both authors and
  12. holders of the economic rights over software.
  13. The authors of the CeCILL (for Ce[a] C[nrs] I[nria] L[ogiciel] L[ibre])
  14. license are:
  15. Commissariat à l'énergie atomique et aux énergies alternatives - CEA, a
  16. public scientific, technical and industrial research establishment,
  17. having its principal place of business at 25 rue Leblanc, immeuble Le
  18. Ponant D, 75015 Paris, France.
  19. Centre National de la Recherche Scientifique - CNRS, a public scientific
  20. and technological establishment, having its principal place of business
  21. at 3 rue Michel-Ange, 75794 Paris cedex 16, France.
  22. Institut National de Recherche en Informatique et en Automatique -
  23. Inria, a public scientific and technological establishment, having its
  24. principal place of business at Domaine de Voluceau, Rocquencourt, BP
  25. 105, 78153 Le Chesnay cedex, France.
  26. Preamble
  27. The purpose of this Free Software license agreement is to grant users
  28. the right to modify and redistribute the software governed by this
  29. license within the framework of an open source distribution model.
  30. The exercising of this right is conditional upon certain obligations for
  31. users so as to preserve this status for all subsequent redistributions.
  32. In consideration of access to the source code and the rights to copy,
  33. modify and redistribute granted by the license, users are provided only
  34. with a limited warranty and the software's author, the holder of the
  35. economic rights, and the successive licensors only have limited liability.
  36. In this respect, the risks associated with loading, using, modifying
  37. and/or developing or reproducing the software by the user are brought to
  38. the user's attention, given its Free Software status, which may make it
  39. complicated to use, with the result that its use is reserved for
  40. developers and experienced professionals having in-depth computer
  41. knowledge. Users are therefore encouraged to load and test the
  42. suitability of the software as regards their requirements in conditions
  43. enabling the security of their systems and/or data to be ensured and,
  44. more generally, to use and operate it in the same conditions of
  45. security. This Agreement may be freely reproduced and published,
  46. provided it is not altered, and that no provisions are either added or
  47. removed herefrom.
  48. This Agreement may apply to any or all software for which the holder of
  49. the economic rights decides to submit the use thereof to its provisions.
  50. Frequently asked questions can be found on the official website of the
  51. CeCILL licenses family ( for any
  52. necessary clarification.
  53. Article 1 - DEFINITIONS
  54. For the purpose of this Agreement, when the following expressions
  55. commence with a capital letter, they shall have the following meaning:
  56. Agreement: means this license agreement, and its possible subsequent
  57. versions and annexes.
  58. Software: means the software in its Object Code and/or Source Code form
  59. and, where applicable, its documentation, "as is" when the Licensee
  60. accepts the Agreement.
  61. Initial Software: means the Software in its Source Code and possibly its
  62. Object Code form and, where applicable, its documentation, "as is" when
  63. it is first distributed under the terms and conditions of the Agreement.
  64. Modified Software: means the Software modified by at least one
  65. Contribution.
  66. Source Code: means all the Software's instructions and program lines to
  67. which access is required so as to modify the Software.
  68. Object Code: means the binary files originating from the compilation of
  69. the Source Code.
  70. Holder: means the holder(s) of the economic rights over the Initial
  71. Software.
  72. Licensee: means the Software user(s) having accepted the Agreement.
  73. Contributor: means a Licensee having made at least one Contribution.
  74. Licensor: means the Holder, or any other individual or legal entity, who
  75. distributes the Software under the Agreement.
  76. Contribution: means any or all modifications, corrections, translations,
  77. adaptations and/or new functions integrated into the Software by any or
  78. all Contributors, as well as any or all Internal Modules.
  79. Module: means a set of sources files including their documentation that
  80. enables supplementary functions or services in addition to those offered
  81. by the Software.
  82. External Module: means any or all Modules, not derived from the
  83. Software, so that this Module and the Software run in separate address
  84. spaces, with one calling the other when they are run.
  85. Internal Module: means any or all Module, connected to the Software so
  86. that they both execute in the same address space.
  87. GNU GPL: means the GNU General Public License version 2 or any
  88. subsequent version, as published by the Free Software Foundation Inc.
  89. GNU Affero GPL: means the GNU Affero General Public License version 3 or
  90. any subsequent version, as published by the Free Software Foundation Inc.
  91. EUPL: means the European Union Public License version 1.1 or any
  92. subsequent version, as published by the European Commission.
  93. Parties: mean both the Licensee and the Licensor.
  94. These expressions may be used both in singular and plural form.
  95. Article 2 - PURPOSE
  96. The purpose of the Agreement is the grant by the Licensor to the
  97. Licensee of a non-exclusive, transferable and worldwide license for the
  98. Software as set forth in Article 5 <#scope> hereinafter for the whole
  99. term of the protection granted by the rights over said Software.
  100. Article 3 - ACCEPTANCE
  101. 3.1 The Licensee shall be deemed as having accepted the terms and
  102. conditions of this Agreement upon the occurrence of the first of the
  103. following events:
  104. * (i) loading the Software by any or all means, notably, by
  105. downloading from a remote server, or by loading from a physical medium;
  106. * (ii) the first time the Licensee exercises any of the rights granted
  107. hereunder.
  108. 3.2 One copy of the Agreement, containing a notice relating to the
  109. characteristics of the Software, to the limited warranty, and to the
  110. fact that its use is restricted to experienced users has been provided
  111. to the Licensee prior to its acceptance as set forth in Article 3.1
  112. <#accepting> hereinabove, and the Licensee hereby acknowledges that it
  113. has read and understood it.
  114. Article 4 - EFFECTIVE DATE AND TERM
  116. The Agreement shall become effective on the date when it is accepted by
  117. the Licensee as set forth in Article 3.1 <#accepting>.
  118. 4.2 TERM
  119. The Agreement shall remain in force for the entire legal term of
  120. protection of the economic rights over the Software.
  121. Article 5 - SCOPE OF RIGHTS GRANTED
  122. The Licensor hereby grants to the Licensee, who accepts, the following
  123. rights over the Software for any or all use, and for the term of the
  124. Agreement, on the basis of the terms and conditions set forth hereinafter.
  125. Besides, if the Licensor owns or comes to own one or more patents
  126. protecting all or part of the functions of the Software or of its
  127. components, the Licensor undertakes not to enforce the rights granted by
  128. these patents against successive Licensees using, exploiting or
  129. modifying the Software. If these patents are transferred, the Licensor
  130. undertakes to have the transferees subscribe to the obligations set
  131. forth in this paragraph.
  132. 5.1 RIGHT OF USE
  133. The Licensee is authorized to use the Software, without any limitation
  134. as to its fields of application, with it being hereinafter specified
  135. that this comprises:
  136. 1. permanent or temporary reproduction of all or part of the Software
  137. by any or all means and in any or all form.
  138. 2. loading, displaying, running, or storing the Software on any or all
  139. medium.
  140. 3. entitlement to observe, study or test its operation so as to
  141. determine the ideas and principles behind any or all constituent
  142. elements of said Software. This shall apply when the Licensee
  143. carries out any or all loading, displaying, running, transmission or
  144. storage operation as regards the Software, that it is entitled to
  145. carry out hereunder.
  147. The right to make Contributions includes the right to translate, adapt,
  148. arrange, or make any or all modifications to the Software, and the right
  149. to reproduce the resulting software.
  150. The Licensee is authorized to make any or all Contributions to the
  151. Software provided that it includes an explicit notice that it is the
  152. author of said Contribution and indicates the date of the creation thereof.
  154. In particular, the right of distribution includes the right to publish,
  155. transmit and communicate the Software to the general public on any or
  156. all medium, and by any or all means, and the right to market, either in
  157. consideration of a fee, or free of charge, one or more copies of the
  158. Software by any means.
  159. The Licensee is further authorized to distribute copies of the modified
  160. or unmodified Software to third parties according to the terms and
  161. conditions set forth hereinafter.
  163. The Licensee is authorized to distribute true copies of the Software in
  164. Source Code or Object Code form, provided that said distribution
  165. complies with all the provisions of the Agreement and is accompanied by:
  166. 1. a copy of the Agreement,
  167. 2. a notice relating to the limitation of both the Licensor's warranty
  168. and liability as set forth in Articles 8 and 9,
  169. and that, in the event that only the Object Code of the Software is
  170. redistributed, the Licensee allows effective access to the full Source
  171. Code of the Software for a period of at least three years from the
  172. distribution of the Software, it being understood that the additional
  173. acquisition cost of the Source Code shall not exceed the cost of the
  174. data transfer.
  176. When the Licensee makes a Contribution to the Software, the terms and
  177. conditions for the distribution of the resulting Modified Software
  178. become subject to all the provisions of this Agreement.
  179. The Licensee is authorized to distribute the Modified Software, in
  180. source code or object code form, provided that said distribution
  181. complies with all the provisions of the Agreement and is accompanied by:
  182. 1. a copy of the Agreement,
  183. 2. a notice relating to the limitation of both the Licensor's warranty
  184. and liability as set forth in Articles 8 and 9,
  185. and, in the event that only the object code of the Modified Software is
  186. redistributed,
  187. 3. a note stating the conditions of effective access to the full source
  188. code of the Modified Software for a period of at least three years
  189. from the distribution of the Modified Software, it being understood
  190. that the additional acquisition cost of the source code shall not
  191. exceed the cost of the data transfer.
  193. When the Licensee has developed an External Module, the terms and
  194. conditions of this Agreement do not apply to said External Module, that
  195. may be distributed under a separate license agreement.
  197. The Licensee can include a code that is subject to the provisions of one
  198. of the versions of the GNU GPL, GNU Affero GPL and/or EUPL in the
  199. Modified or unmodified Software, and distribute that entire code under
  200. the terms of the same version of the GNU GPL, GNU Affero GPL and/or EUPL.
  201. The Licensee can include the Modified or unmodified Software in a code
  202. that is subject to the provisions of one of the versions of the GNU GPL,
  203. GNU Affero GPL and/or EUPL and distribute that entire code under the
  204. terms of the same version of the GNU GPL, GNU Affero GPL and/or EUPL.
  207. The Holder owns the economic rights over the Initial Software. Any or
  208. all use of the Initial Software is subject to compliance with the terms
  209. and conditions under which the Holder has elected to distribute its work
  210. and no one shall be entitled to modify the terms and conditions for the
  211. distribution of said Initial Software.
  212. The Holder undertakes that the Initial Software will remain ruled at
  213. least by this Agreement, for the duration set forth in Article 4.2 <#term>.
  215. The Licensee who develops a Contribution is the owner of the
  216. intellectual property rights over this Contribution as defined by
  217. applicable law.
  219. The Licensee who develops an External Module is the owner of the
  220. intellectual property rights over this External Module as defined by
  221. applicable law and is free to choose the type of agreement that shall
  222. govern its distribution.
  224. The Licensee expressly undertakes:
  225. 1. not to remove, or modify, in any manner, the intellectual property
  226. notices attached to the Software;
  227. 2. to reproduce said notices, in an identical manner, in the copies of
  228. the Software modified or not.
  229. The Licensee undertakes not to directly or indirectly infringe the
  230. intellectual property rights on the Software of the Holder and/or
  231. Contributors, and to take, where applicable, vis-à-vis its staff, any
  232. and all measures required to ensure respect of said intellectual
  233. property rights of the Holder and/or Contributors.
  234. Article 7 - RELATED SERVICES
  235. 7.1 Under no circumstances shall the Agreement oblige the Licensor to
  236. provide technical assistance or maintenance services for the Software.
  237. However, the Licensor is entitled to offer this type of services. The
  238. terms and conditions of such technical assistance, and/or such
  239. maintenance, shall be set forth in a separate instrument. Only the
  240. Licensor offering said maintenance and/or technical assistance services
  241. shall incur liability therefor.
  242. 7.2 Similarly, any Licensor is entitled to offer to its licensees, under
  243. its sole responsibility, a warranty, that shall only be binding upon
  244. itself, for the redistribution of the Software and/or the Modified
  245. Software, under terms and conditions that it is free to decide. Said
  246. warranty, and the financial terms and conditions of its application,
  247. shall be subject of a separate instrument executed between the Licensor
  248. and the Licensee.
  249. Article 8 - LIABILITY
  250. 8.1 Subject to the provisions of Article 8.2, the Licensee shall be
  251. entitled to claim compensation for any direct loss it may have suffered
  252. from the Software as a result of a fault on the part of the relevant
  253. Licensor, subject to providing evidence thereof.
  254. 8.2 The Licensor's liability is limited to the commitments made under
  255. this Agreement and shall not be incurred as a result of in particular:
  256. (i) loss due the Licensee's total or partial failure to fulfill its
  257. obligations, (ii) direct or consequential loss that is suffered by the
  258. Licensee due to the use or performance of the Software, and (iii) more
  259. generally, any consequential loss. In particular the Parties expressly
  260. agree that any or all pecuniary or business loss (i.e. loss of data,
  261. loss of profits, operating loss, loss of customers or orders,
  262. opportunity cost, any disturbance to business activities) or any or all
  263. legal proceedings instituted against the Licensee by a third party,
  264. shall constitute consequential loss and shall not provide entitlement to
  265. any or all compensation from the Licensor.
  266. Article 9 - WARRANTY
  267. 9.1 The Licensee acknowledges that the scientific and technical
  268. state-of-the-art when the Software was distributed did not enable all
  269. possible uses to be tested and verified, nor for the presence of
  270. possible defects to be detected. In this respect, the Licensee's
  271. attention has been drawn to the risks associated with loading, using,
  272. modifying and/or developing and reproducing the Software which are
  273. reserved for experienced users.
  274. The Licensee shall be responsible for verifying, by any or all means,
  275. the suitability of the product for its requirements, its good working
  276. order, and for ensuring that it shall not cause damage to either persons
  277. or properties.
  278. 9.2 The Licensor hereby represents, in good faith, that it is entitled
  279. to grant all the rights over the Software (including in particular the
  280. rights set forth in Article 5 <#scope>).
  281. 9.3 The Licensee acknowledges that the Software is supplied "as is" by
  282. the Licensor without any other express or tacit warranty, other than
  283. that provided for in Article 9.2 <#good-faith> and, in particular,
  284. without any warranty as to its commercial value, its secured, safe,
  285. innovative or relevant nature.
  286. Specifically, the Licensor does not warrant that the Software is free
  287. from any error, that it will operate without interruption, that it will
  288. be compatible with the Licensee's own equipment and software
  289. configuration, nor that it will meet the Licensee's requirements.
  290. 9.4 The Licensor does not either expressly or tacitly warrant that the
  291. Software does not infringe any third party intellectual property right
  292. relating to a patent, software or any other property right. Therefore,
  293. the Licensor disclaims any and all liability towards the Licensee
  294. arising out of any or all proceedings for infringement that may be
  295. instituted in respect of the use, modification and redistribution of the
  296. Software. Nevertheless, should such proceedings be instituted against
  297. the Licensee, the Licensor shall provide it with technical and legal
  298. expertise for its defense. Such technical and legal expertise shall be
  299. decided on a case-by-case basis between the relevant Licensor and the
  300. Licensee pursuant to a memorandum of understanding. The Licensor
  301. disclaims any and all liability as regards the Licensee's use of the
  302. name of the Software. No warranty is given as regards the existence of
  303. prior rights over the name of the Software or as regards the existence
  304. of a trademark.
  305. Article 10 - TERMINATION
  306. 10.1 In the event of a breach by the Licensee of its obligations
  307. hereunder, the Licensor may automatically terminate this Agreement
  308. thirty (30) days after notice has been sent to the Licensee and has
  309. remained ineffective.
  310. 10.2 A Licensee whose Agreement is terminated shall no longer be
  311. authorized to use, modify or distribute the Software. However, any
  312. licenses that it may have granted prior to termination of the Agreement
  313. shall remain valid subject to their having been granted in compliance
  314. with the terms and conditions hereof.
  315. Article 11 - MISCELLANEOUS
  317. Neither Party shall be liable for any or all delay, or failure to
  318. perform the Agreement, that may be attributable to an event of force
  319. majeure, an act of God or an outside cause, such as defective
  320. functioning or interruptions of the electricity or telecommunications
  321. networks, network paralysis following a virus attack, intervention by
  322. government authorities, natural disasters, water damage, earthquakes,
  323. fire, explosions, strikes and labor unrest, war, etc.
  324. 11.2 Any failure by either Party, on one or more occasions, to invoke
  325. one or more of the provisions hereof, shall under no circumstances be
  326. interpreted as being a waiver by the interested Party of its right to
  327. invoke said provision(s) subsequently.
  328. 11.3 The Agreement cancels and replaces any or all previous agreements,
  329. whether written or oral, between the Parties and having the same
  330. purpose, and constitutes the entirety of the agreement between said
  331. Parties concerning said purpose. No supplement or modification to the
  332. terms and conditions hereof shall be effective as between the Parties
  333. unless it is made in writing and signed by their duly authorized
  334. representatives.
  335. 11.4 In the event that one or more of the provisions hereof were to
  336. conflict with a current or future applicable act or legislative text,
  337. said act or legislative text shall prevail, and the Parties shall make
  338. the necessary amendments so as to comply with said act or legislative
  339. text. All other provisions shall remain effective. Similarly, invalidity
  340. of a provision of the Agreement, for any reason whatsoever, shall not
  341. cause the Agreement as a whole to be invalid.
  342. 11.5 LANGUAGE
  343. The Agreement is drafted in both French and English and both versions
  344. are deemed authentic.
  346. 12.1 Any person is authorized to duplicate and distribute copies of this
  347. Agreement.
  348. 12.2 So as to ensure coherence, the wording of this Agreement is
  349. protected and may only be modified by the authors of the License, who
  350. reserve the right to periodically publish updates or new versions of the
  351. Agreement, each with a separate number. These subsequent versions may
  352. address new issues encountered by Free Software.
  353. 12.3 Any Software distributed under a given version of the Agreement may
  354. only be subsequently distributed under the same version of the Agreement
  355. or a subsequent version, subject to the provisions of Article 5.3.4
  356. <#compatibility>.
  358. 13.1 The Agreement is governed by French law. The Parties agree to
  359. endeavor to seek an amicable solution to any disagreements or disputes
  360. that may arise during the performance of the Agreement.
  361. 13.2 Failing an amicable solution within two (2) months as from their
  362. occurrence, and unless emergency proceedings are necessary, the
  363. disagreements or disputes shall be referred to the Paris Courts having
  364. jurisdiction, by the more diligent Party.