[License-review] Fwd: CeCILL license V2.1 for Approval
Luis Villa
luis at tieguy.org
Tue Mar 5 15:12:02 UTC 2013
FYI - the CeCILL folks have asked us to take this up again. I will send a
summary shortly, but if others want to weigh in, please do.
---------- Forwarded message ----------
From: Patrick Moreau <patrick.moreau at inria.fr>
Date: Mon, Feb 27, 2012 at 6:24 AM
Subject: [License-review] CeCILL license V2.1 for Approval
To: license-review at opensource.org
**
*Motivations for Cecill 2.1 licence Approval*
** **
Dear all,
We wish to submit the CeCILL license v.2.1 for approval by OSI. An
HTML version of the license in English can be found herewith attached.
****
** **
****France**** is **Europe**'s largest market for open source software
with a market worth €2.4 billion in 2011, according to consultancy
Pierre Audoin Conseil [*Pierre Audoin Consultants (PAC), Le logiciel
libre ne connaît pas la crise, 11 mars 2010]* as shown in Figure
below.****
** **
** **
****
Figure: Breakdown of the ****OSS**** market by country, PAC****
** **
** **
An American study published in April 2009 by the Georgia Technology
Institute in collaboration with RedHat *[D. S. Noonan, P. M. Baker,
and N. W. Moon. Open source software potential index: Development
considerations. http://www.redhat.com/f/pdf/OSSI_Research.pdf, 2008]*
evaluates ****France**** as the country that is most favourable to the
development of ****OSS****.****
** **
CEA, CNRS and Inria continue to demonstrate a commitment to free
software. Convinced that free software has a vital role to play in the
development of the digital society, and with plenty of experience
behind it, CEA, CNRS and Inria are strengthening their policy in the
field, particularly with a view to technology transfer.****
** **
We remind everybody that we submitted the CeCILL license v.2.0 in 2005 but
our request had been rejected because of unclear source distribution
language. You can find all the discussions from 2005 at
http://osdir.com/ml/licenses.open-source.general/2005-06/threads.html and
http://osdir.com/ml/licenses.open-source.general/2005-09/threads.html. ****
We have understood arguments and decided to write a modified version of the
CeCILL license (v.2.1), notably in order to clarify the obligation to
provide source code (articles 5.3.1 and 5.3.2). This is this modified
version that we would like to submit today. ****
The three required sections for the submission of the CeCILL license v.2.1
are at the end of this message, as well as the analysis for the three
criteria.****
** **
The team who wrote CeCILL (composed of lawyers, software engineers and
computer scientists) will welcome all your comments and answer your
questions.
****
** **
Best regards,****
Patrick Moreau****
Patrick.moreau at inria.fr****
** **
- *Part one: The existing OSI-approved license that is most similar to
CeCILL: *
* *
Since 2005, the GNU GPL stays the most similar OSI approved license to
CeCILL. The publication of the GPL license v.3 doesn’t change the
similarity between the 2 licenses.****
****
Nevertheless, since 2005, we have noted 2 others licenses similar to
CeCILL: ****
- The Affero GPL license v.3****
- The EUPL v.1.1. ****
** **
As CeCILL license, all these licenses have the same aim of maintaining the
distribution of software, including modified software, under the same or
similar open source license. These similarities are on the principles: from
a legal point of view, CeCILL license v.2.1 is really different. ****
*Why this license was not sufficient for our needs: *
** **
At first, these licenses don’t clearly refer to an applicable law. We
believe that it’s as necessary for open source licenses to refer to an
applicable law as for others type of agreements because it reduces legal
uncertainties for companies: in case of litigation, the dispute can be
easily analyzed by lawyers and companies don’t have to wait for the judge
decision to know which the applicable law is.****
** **
Moreover, theses licenses are not, in our opinion, sufficiently clear on
developments which shall be keep under the same license: ****
- In GPL v.3 and Affero GPL v.3 the difference between the covered
works and an aggregate is not simple to understand in all cases *(“**A
compilation of a covered work with other separate and independent works,
which are not by their nature extensions of the covered work, and which are
not combined with it such as to form a larger program, in or on a volume of
a storage or distribution medium, is called an “aggregate” if the
compilation and its resulting copyright are not used to limit the access or
legal rights of the compilation's users beyond what the individual works
permit. Inclusion of a covered work in an aggregate does not cause this
License to apply to the other parts of the aggregate.”)*;****
- the “derivatives works” in the EUPL v.1.1 are defined as *“the
works or software that could be created by the Licensee, based upon the
Original Work or modifications thereof. This Licence does not define the
extent of modification or dependence on the Original Work required in order
to classify a work as a Derivative Work; this extent is determined by
copyright law applicable in the country mentioned in Article 15”*. This
definition undertakes users to search themselves for each software program
distributed under EUPL v.1.1 which is the applicable law and, in this law,
which is the meaning of a derivative work. ****
** **
Furthermore in terms of compatibility, the EUPL doesn’t include the GNU GPL
v3 on its compatibility clause list having these two licenses “copyleft”
provisions in conflict. ****
** **
However, CeCILL includes a provision that allows the distribution of its
code within code covered by GNU GPL, making it explicitly compatible with
any version of the GNU GPL including the v3.****
** **
We also believe that CeciLL covers many details of software law, such as
the right to translate, provides efficient and detailed provisions about
using rights, distribution rights, warranties and responsibility. ****
** **
CeciLL also provides a satisfying solution to issues on moral rights of the
authors and compatibility with other licenses.****
** **
According to these developments, we believe that CeCILL is safer from a
legal point of view.****
- *Part two: How software distributed under your license can be used in
conjunction with software distributed under other open source licenses:*
** **
Software distributed under CeCILL license v.2.1 can be used freely with
other open source licenses. This license contains no restrictions as to
possible use together with other software.
CeCILL provides, since its version 2.0, a special exception for the GPL
license. In its version 2.1, we add another special exception: when a work
covered by CeCILL is combined with a work covered by Affero GPL, the Affero
GPL takes precedence (see clause 5.3.4 of CeCILL).****
** **
*Software licenses that are entirely incompatible with CeCILL:*
Any software licenses that are entirely incompatible with the GNU GPL.****
*- Part three: *the plain text of CeCILL v.2.1 follows.**
** **
** **
Concerning the three criteria here is our analysis:****
** **
*1. The license must not be duplicative*
* *
CeCILL v.2.1 retains the principles of the GNU GPL but it cannot be seen as
duplicative for the following reasons. We believe that CeCILL is worth
adding as an Open Source license because it addresses the corresponding
problems not addressed by the GPL: better and safer legal foundation (at
least in Europe), better protection of the programmer and clearer
mechanisms:****
- from a legal point of view, at least by referring to a specific law,
CeCILL is very different. Moreover, the liability clause of CeCILL is
taking into account consumer's rights effectively to provide the minimum
level of liability for the programmer****
- for developers, the notions of "covered work" and “aggregate” are
different than the mechanism of “external modules” and “internal modules”
more flexible. With CeCILL, the programmer can choose to develop an
internal module if he wants to distribute its development under CeCILL but
he still has the choice to develop an external module if he prefers to
choose another license for this module. ****
** **
To elaborate more on the better legal safety:****
- The mention of a (reasonable) applicable law considerably reduces the
risk of having a judge declare some provisions of the license invalid or
interpret some provisions differently from the intent of the authors of the
license. The Munich court that examined in 2004 the GPL determined that
German law should apply but nevertheless was not able to tell whether some
clauses of the GPL are really valid or not (according to the German
Copyright Act). That examplifies legal risks of the GPL, at least in Europe.
****
Even if CeCILL is submitted to the French Law, it was written to be
conformant to the relevant European directives and regulations (directive
on the legal protection of computer programs, directive on unfair terms in
consumer contracts, directive on the approximation of the laws, regulations
and administrative provisions of the Member States concerning liability for
defective products, convention on the law applicable to contractual
obligations, and regulation on jurisdiction and the recognition and
enforcement of judgments in civil and commercial matters). That makes it as
close as possible to what a multinational (European) license can be now.****
** **
2. The license must be clearly written, simple, and understandable.****
** **
Although CeCILL has been written and reviewed by lawyers, it has been
designed to be read and understood by a programmer (computer scientists and
software engineers were indeed part of the team that wrote the license).
Note that although the text of CeCILL is significantly longer than the text
of other Open Source licenses, we believe that it makes CeCILL much clearer
than most shorter licenses.****
** **
We now have more than 6 years experience with the version 2 of CeCILL that
has been debated by various non legal Open Source Software users and we
collected a lot of feedback from programmers. ****
As recommended by OSI board in 2005, we choose to modify articles 5.3.1 and
5.3.2 of CeCILL v.2.1 in order to clarify the obligation of the licensee to
allow access to the source code in the event that only the object code of
the software is redistributed. CeCILL v.2.1 provides that: ****
- the Licensee undertakes to allow effective access to the full
source code of the software,****
- this obligation is limited in time : at least 3 years from the
distribution of the modified software. ****
** **
** **
3. The license must be reusable.****
** **
CeCILL is clearly reusable (it has not been designed for a specific Program
or specific licensees or licensors)****
** **
** **
** **
------------- CeCILL annotated text begins here --------------------****
** **
CeCILL FREE SOFTWARE LICENSE AGREEMENT V2.1**** ** ** 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 CeCILL1
<#13d389d85f8bce1c_135bf35e82b8b97d_footnote1>license are:
****
Commissariat à l'Energie 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.****
##### This Note does not interact with the OSD (Open Source Definition).****
** **
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 these rights 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). This FAQ is
available for any necessary clarification.****
##### This Preamble does not interact with the OSD. The mention of
"reserved for developpers and experienced users" does not contradict
condition 5 as it is a warning (for liability and guarantee, with respect
to French law) and not a prohibition of use.****
** **
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. ****
*GNU Affero GPL*: means the GNU Affero General Public License version 3 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.****
##### This article does not interact with the OSD.****
** **
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
<#13d389d85f8bce1c_135bf35e82b8b97d_scope>hereinafter for the whole
term of the protection granted by the rights over
said Software. ****
##### This article does not interact with the OSD.****
** **
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<#13d389d85f8bce1c_135bf35e82b8b97d_accepting>hereinabove, and the
Licensee hereby acknowledges that it has read and
understood it.****
##### This article interact with condition 10. We believe this article
fulfills the requirement of condition 10 by not imposing specific ways to
accept the license.****
** **
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<#13d389d85f8bce1c_135bf35e82b8b97d_accepting>
.****
4.2 TERM****
The Agreement shall remain in force for the entire legal term of protection
of the economic rights over the Software.****
##### This article does not interact with the OSD.****
** **
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. ****
##### This interacts with condition 6 of the OSD. It fulfills condition 6
("any or all use").****
** **
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.****
##### This interacts with condition 6 of the OSD. It fulfills condition 6
("any or all use").****
** **
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.****
##### This interacts with condition 3 of the OSD, fulfilling its first part
(allowing modifications and derived work).****
** **
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.****
##### This interacts with condition 1, 3 and 7, partially fulfilling them
(see 5.3.1 and 5.3.2 for the entire fulfillment).****
** **
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 and 9, ****
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. ****
** **
##### This interacts with conditions 1, 2 and 7 of the OSD. It fulfills
these conditions.****
** **
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 and 9,****
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 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. ****
** **
##### This interacts with condition 3 and 4 of the OSD. It fulfills these
two conditions.****
** **
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.****
##### This does not interact with the OSD.****
** **
5.3.4 COMPATIBILITY WITH THE GNU GPL****
The Licensee can include a code that is subject to the provisions of one of
the versions of the GNU GPL and/or GNU Affero GPL in the Modified or
unmodified Software, and distribute that entire code under the terms of the
same version of the GNU GPL and/or GNU Affero GPL.****
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 or GNU
Affero GPL, and distribute that entire code under the terms of the same
version of the GNU GPL or GNU Affero GPL. ****
** **
##### This interacts with condition 3 of the OSD. In these cases, the
resulting derived work would be both a work derived from a CeCILL program
and a work derived from a GNU GPL or GNU Affero GPL program. To be able to
license the resulting work without violating the GPL ou Affero GPL, we have
to authorize this.****
** **
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<#13d389d85f8bce1c_135bf35e82b8b97d_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 of the Holder and/or Contributors on the
Software 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.****
##### This article does not interact with the OSD.****
** **
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.****
##### This article does not interact with the OSD.****
** **
Article 8 - LIABILITY****
8.1 Subject to the provisions of Article 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. ****
##### This article does not interact with the OSD.****
** **
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 <#13d389d85f8bce1c_135bf35e82b8b97d_scope>).****
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
<#13d389d85f8bce1c_135bf35e82b8b97d_good-faith>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.****
##### This article does not interact with the OSD.****
** **
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. ****
##### This article does not interact with the OSD.****
** **
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. ****
##### This article does not interact with the OSD.****
** **
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<#13d389d85f8bce1c_135bf35e82b8b97d_compatibility>.
****
##### This article does not interact with the OSD.****
** **
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. ****
##### This article does not interact with the OSD.****
** **
1 CeCILL stands for Ce(a) C(nrs) I(nria) L(ogiciel) L(ibre) ****
*Version 2.1 dated 2012-02-13.*
** **
##### For conditions 5, 8, 9 that are not addressed in the above analysis
of the text of CeCILL we believe they are trivially fulfilled:****
- for condition 5: there is no discrimination in the text of the license****
- for condition 8: there is no mention of the Software being part of a
distribution ****
- for condition 9: there is no mention of software that may be distributed
along with the Software****
** **
** **
** **
**
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