General Perpose Copyleft License AGREEMENT

 

 

    Preamble

 

The purpose of this Copyleft license agreement is to grant users

the right to modify and redistribute the software and other kinds 

of works 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 work'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 work 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 work 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 works for which the holder of

the economic rights decides to submit the use thereof to its 

provisions.

 

 

    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.

 

- Work: means the copyrightable work of authorship in its Object 

Assemblage and/or Source Assemblage form and, where applicable, its 

documentation, "as is" when the Licensee accepts the Agreement.

 

- Initial Work: means the Work in its Source Assemblage and possibly 

its Object Assemblage form and, where applicable, its documentation, 

"as is" when it is first distributed under the terms and conditions 

of the Agreement.

 

- Modified Work: means the Work modified by at least one 

Contribution.

 

- Derivative Work: means the works or software that could be created 

by the Licensee, based upon the Initial Work or modifications 

thereof. This Licence does not define the extent of modification or 

dependence on the Initial Work required in order to classify a work 

as a Derivative Work; this extent is determined by copyright law 

applicable in the Community in which Derivative Work is created.

 

- Element: means one of the parts into which the Work may be resolved 

by analysis or a component or constituent of a Module.

 

- Source Code: means all the software's instructions and program lines 

to which access is required so as to modify the software.

 

 

- Source Assemblage: means the human-readable form of the Work which 

is the most convenient for people to study and for making 

modifications to it.  Including:

(1)the Source Code for any constituent software of the Work,

(2)all the Source Assemblages for all Elements the Work contains, 

plus any instructions and program lines to which access is 

required so as to modify the Work.

 

 

Object Assemblage: means the binary files originating from the 

compilation of the Source Assemblage.

 

Holder: means the holder(s) of the economic rights over the Initial

Work.

 

Licensee: means the Work user(s) having accepted the Agreement.

 

Contributor: means any individual or legal entity that modifies the 

Work, or otherwise contributes to the creation of a Derivative Work.

 

Licensor: means the Holder, or any other individual or legal entity, 

that distributes and/or communicates the Work under the Licence.

 

Contribution: means any or all modifications, corrections, 

translations, adaptations and/or new functions integrated into the 

Work by any or all Contributors, as well as any or all Internal 

Modules.

 

Module: means a set of other separate and independent works including 

their documentation that supplies the Work with elements or that 

enables supplementary functions or services in addition to those 

offered by the Work.

 

External Module: means any or all Modules, which are not by their 

nature extensions of the Work, and which are not combined with it 

such as to form a larger work, in or on a volume of a storage or 

distribution medium.  

 

Internal Module: means any or all Module, connected to the Work so

that they are by their nature extensions of the Work, or which are 

not combined with it such as to form a larger work

 

GNU GPL: means the GNU 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.

 

 

    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 Work as set forth in Article 5 hereinafter for the whole term of 

the protection granted by the rights over said Work. 

 

 

    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 Work 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 Work, 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.

 

 

    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 Work.

 

 

    Article 5 - SCOPE OF RIGHTS GRANTED

 

The Licensor hereby grants to the Licensee, who accepts, the following

rights over the Work for any or all use, and for the term of the

Agreement, on the basis of the terms and conditions set forth 

hereinafter.

 

The Licensor grants to the Licensee royalty-free, non exclusive usage 

rights to any trademarks held by or that come to be held by the 

Licensor that would be infringed by some manner, permitted by this 

Agreement, of making, using, or selling the Work, but do not include 

claims that would be infringed only as a consequence of further 

modification of the Work.

 

In the countries where moral rights apply, the Licensor waives his 

right to exercise his moral right to the extent allowed by law in 

order to make effective the licence of the economic rights here listed. 

 

If the Licensor owns or comes to own one or more patents protecting 

all or part of the functions of the Work or of its components, the 

Licensor undertakes not to enforce the rights granted by these patents 

against successive Licensees using, exploiting or modifying the Work. 

If these patents are transferred, the Licensor undertakes to have the 

transferees subscribe to the obligations set forth in this paragraph.

 

 

      5.1 RIGHT OF USE

 

The Licensee is authorized to use the Work, 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 Work

      by any or all means and in any or all form.

 

   2. loading, displaying, running, or storing the Work 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 Work. This shall apply when the Licensee

      carries out any or all loading, displaying, running, 

      transmission or storage operation as regards the Work, that it 

      is entitled to carry out hereunder.

 

 

      5.2 ENTITLEMENT TO MAKE CONTRIBUTIONS

 

The right to make Contributions includes the right to translate, 

adapt, arrange, or make any or all modifications to the Work, and the 

right to reproduce the resulting Work.

 

The Licensee is authorized to make any or all Contributions to the

Work provided that it includes an explicit notice that it is the

author of said Contribution and indicates the date of the creation 

thereof.

 

 

      5.3 RIGHT OF DISTRIBUTION

 

In particular, the right of distribution includes the right to 

publish, transmit and communicate the Work 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 Work by any means.

 

The Licensee is further authorized to distribute copies of the modified

or unmodified Work to third parties according to the terms and

conditions set forth hereinafter.

 

 

        5.3.1 DISTRIBUTION OF WORK WITHOUT MODIFICATION

 

The Licensee is authorized to distribute true copies of the Work in

Source Assemblage or Object Assemblage 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 Assemblage of the Work is

redistributed, the Licensee allows future Licensees unhindered access 

to the full Source Assemblage of the Work by indicating how to access 

it, it being understood that the additional cost of acquiring the 

Source Assemblage shall not exceed the cost of transferring the data.

 

 

        5.3.2 DISTRIBUTION OF MODIFIED WORK

 

When the Licensee makes a Contribution to the Work, the terms and

conditions for the distribution of the resulting Modified Work

become subject to all the provisions of this Agreement.

 

The Licensee is authorized to distribute the Modified Work, in

Source Assemblage or Object Assemblage 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 Modified

Work is redistributed, the Licensee allows future Licensees

unhindered access to the full Source Assemblage of the Modified Work 

by indicating how to access it, it being understood that the 

additional cost of acquiring the Source Assemblage shall not exceed 

the cost of transferring the data.

 

 

        5.3.3 DISTRIBUTION OF DERIVATIVE WORKS

 

When the Licensee has developed an Derivative Work, the terms and

conditions for the distribution of the resulting Derivative Work

become subject to all the provisions of this Agreement.

 

The Licensee is authorized to distribute the Derivative Work, in

Source Assemblage or Object Assemblage 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 Assemblage of the 

Derivative Work is redistributed, the Licensee allows future Licensees

unhindered access to the full Source Assemblage of the Derivative Work

by indicating how to access it, it being understood that the 

additional cost of acquiring the Source Assemblage shall not exceed 

the cost of transferring the data.

 

 

        5.3.4 DISTRIBUTION OF EXTERNAL MODULES

 

When the Licensee has developed an External Module, the terms and

conditions of this Agreement do not apply to said External Module, 

that may be distributed under a separate license agreement.

 

 

        5.3.5 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 in the Modified or unmodified Work,

and distribute that entire code under the terms of the same version of

the GNU GPL.

 

The Licensee can include the Modified or unmodified Work in a code

that is subject to the provisions of one of the versions of the GNU 

GPL, and distribute that entire code under the terms of the same 

version of the GNU GPL.

 

 

    Article 6 - INTELLECTUAL PROPERTY

 

 

      6.1 OVER THE INITIAL WORK

 

The Holder owns the economic rights over the Initial Work. Any or

all use of the Initial Work 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 Work.

 

The Holder undertakes that the Initial Work 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  LIMITATIONS ON INTELLECTUAL PROPERTY RIGHTS

Nothing in this Licence is intended to deprive the Licensee of the 

benefits from any exception or limitation to the exclusive rights of  

the rights owners in the Original Work or Software, of the exhaustion 

of those rights or of other applicable limitations thereto.

 

 

    Article 7 - RELATED SERVICES

 

7.1 Under no circumstances shall the Agreement oblige the Licensor to

provide technical assistance or maintenance services for the Work.

 

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 Work and/or the Modified

Work, under terms and conditions that it is free to decide. Said

warranty, and the financial terms and conditions of its application,

shall be subject of a separate instrument executed between the 

Licensor and the Licensee.

 

 

    Article 8 - LIABILITY

 

8.1 Subject to the provisions of Article 8.2, the Licensee shall be

entitled to claim compensation for any direct loss it may have 

suffered from the Work 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 Work, and (iii) more

generally, any consequential loss. In particular the Parties expressly

agree that any or all pecuniary or business loss (i.e. loss of data,

loss of profits, operating loss, loss of customers or orders,

opportunity cost, any disturbance to business activities) or any or 

all legal proceedings instituted against the Licensee by a third 

party, shall constitute consequential loss and shall not provide 

entitlement to any or all compensation from the Licensor.

 

 

    Article 9 - WARRANTY

 

9.1 The Licensee acknowledges that the scientific and technical

state-of-the-art when the Work 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 Work 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 Work (including in particular the

rights set forth in Article 5).

 

9.3 The Licensee acknowledges that the Work 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 Work 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 Work 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 Work. Nevertheless, should such proceedings be instituted against

the Licensee, the Licensor shall provide it with technical and legal

assistance for its defense. Such technical and legal assistance 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 Work. No warranty is given as regards the existence of

prior rights over the name of the Work or as regards the existence

of a trademark.

 

 

    Article 10 - TERMINATION

 

10.1 In the event of a breach by the Licensee of its obligations

hereunder, the Licensor may automatically terminate this Agreement

thirty (30) days after notice has been sent to the Licensee and has

remained ineffective.

 

10.2 A Licensee whose Agreement is terminated shall no longer be

authorized to use, modify or distribute the Software. However, any

licenses that it may have granted prior to termination of the 

Agreement shall remain valid subject to their having been granted in 

compliance with the terms and conditions hereof.

 

 

    Article 11 - MISCELLANEOUS

 

 

      11.1 EXCUSABLE EVENTS

 

Neither Party shall be liable for any or all delay, or failure to

perform the Agreement, that may be attributable to an event of force

majeure, an act of God or an outside cause, such as defective

functioning or interruptions of the electricity or telecommunications

networks, network paralysis following a virus attack, intervention by

government authorities, natural disasters, water damage, earthquakes,

fire, explosions, strikes and labor unrest, war, etc.

 

11.2 Any failure by either Party, on one or more occasions, to invoke

one or more of the provisions hereof, shall under no circumstances be

interpreted as being a waiver by the interested Party of its right to

invoke said provision(s) subsequently.

 

11.3 The Agreement cancels and replaces any or all previous agreements,

whether written or oral, between the Parties and having the same

purpose, and constitutes the entirety of the agreement between said

Parties concerning said purpose. No supplement or modification to the

terms and conditions hereof shall be effective as between the Parties

unless it is made in writing and signed by their duly authorized

representatives.

 

11.4 In the event that one or more of the provisions hereof were to

conflict with a current or future applicable act or legislative text,

said act or legislative text shall prevail, and the Parties shall make

the necessary amendments so as to comply with said act or legislative

text. All other provisions shall remain effective. Similarly, 

invalidity of a provision of the Agreement, for any reason whatsoever,

shall not cause the Agreement as a whole to be invalid.

 

 

 

    Article 12 - JURISDICTION

 

12.1 The Parties agree to endeavor to seek an amicable solution to 

any disagreements or disputes that may arise during the performance 

of the Agreement.

 

12.2 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 competent 

courts having jurisdiction for mediation, by the more diligent Party.

 

 

Version 1.0rc2 dated 2011-30-12.