[License-review] CeCILL license V2.1 for Approval

Karl Fogel kfogel at red-bean.com
Mon Apr 2 21:52:33 UTC 2012


Patrick et al, thank you for the exceptionally well-documented and
well-backgrounded submission, and my apologies for the delay in
responding.  It just takes a bit of time to review licenses carefully.

A few questions about CeCILL 2.1:

* In section 6.4 ("JOINT PROVISIONS"), it says:

  "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 is very broad, and (in English) will apply to trademark rights
  and patent rights.  Is it necessary?  There is much disagreement in
  the software world about patents, and I don't see why Licensee should
  have to go beyond whatever laws already govern it by default.  In
  other words, what is this clause for?

* Similarly, 6.2 ("OVER THE CONTRIBUTIONS") seems redundant:

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

  What concern does this address?

* Article 7 ("RELATED SERVICES") seems to imply that only Licensors can
  offer warranties or indemnification.  But parties other than Licensors
  could also offer that service.
  
  "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."
  
* Does 11.1 ("EXCUSABLE EVENTS") mean that, say, labor unrest or strikes
  would relieve a Licensor of its obligation to provide source code?

  "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."

* I'm not sure of the practical implication of 11.5 ("LANGUAGE"):

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

  I've seen this kind of clause before, but am unclear on what it means
  if there is a disagreement between the two versions.

* Does 1.2 mean that CeCILL has an automatic "or any later version"
  clause -- i.e., that people who receive a copy under version N of
  CeCILL can always interpret it as being under N+M, whether or not the
  Licensor specified that?  This is not necessarily a problem; I just
  want to understand.

  "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."

Of course I welcome comments & thoughts from anyone else here!

Thank you,
-Karl Fogel

Patrick Moreau <patrick.moreau at inria.fr> writes:
>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 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 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
>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.
>
>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.
>
>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).
>
>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 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. 
>
>##### 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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