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license.txt
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license.txt
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AssemblyNet SOFTWARE LICENSE AGREEMENT
Disclaimer
This Agreement is a free software license resulting from a discussion between its authors and economic rights holder to define the principles governing the distribution of the AssemblyNet software and the extended rights conferred to users. This Agreement also aims at designating an applicable law: the French law, to which it complies, both regarding civil liability law and intellectual property law and the protection it offers to the authors and holder of economic rights on a software.
Preamble
This Agreement is a free software license whose purpose is to give users the freedom to use the software governed by this license.
The exercising of this freedom is conditional upon an obligation to not reproduce, modify, redistribute and/or make commercial use of the software.
In consideration of access to the source code 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 user's attention is drawn to the risks associated with the loading and use of the software by the user, given its Free Software status, which may make it complex to handle and therefore reserves it for developers or informed professionals with in-depth computer knowledge. Users are therefore invited to load and test the suitability of the software for their needs under conditions that ensure the security of their systems and/or data and, more generally, to use and operate it under the same security conditions. This Agreement may be freely reproduced and distributed, provided it is not altered, without adding or deleting any clauses.
This Agreement may apply to any software 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, the following terms, when written with a capital letter, shall have the following meaning:
Agreement: means this license agreement, any subsequent versions and appendices.
Holder: means the holder(s) of the economic right(s) over the Initial Software.
Initial Software: means the Software in its Source Code and/or Object Code form and, where applicable, its documentation, in their state at the time of their first distribution under the terms and conditions of the Agreement.
Licensee: means the Software user(s) having accepted the Agreement.
Licensor: means the Holder or any individual or legal entity authorized to distribute the Software under the terms of the Agreement.
Object Code: means the binary files resulting from the compilation of the Source Code.
Parties: means both the Licensee and the Licensor.
Software: means the AssemblyNet software in its Object Code and/or Source Code form and, where applicable, its documentation, in their state at the time of acceptance of the Agreement by Licensee.
Source Code: means all the instructions and program lines of the Software and to which access is necessary in order to modify the Software.
These terms shall be understood in the singular and plural.
Article 2 - PURPOSE
The purpose of the Agreement is the granting by the Licensor to the Licensee of a non-exclusive, transferable and worldwide license to the Software as defined hereinafter in Article 5 for the Software.
Article 3 - ACCEPTANCE
3.1 The Licensee's acceptance of the terms and conditions of the Agreement shall be deemed to have been acquired upon the first of the following events :
- The loading of the Software by any means, in particular by downloading from a remote server or by loading from a physical medium;
- The first time the Licensee exercises any of the rights granted under the Agreement.
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.
Article 4 - EFFECTIVE DATE AND DURATION
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 be effective for the entire term of the Software's intellectual property rights.
Article 5 - SCOPE OF RIGHTS GRANTED
The Licensor grants the Licensee, who accepts, the following rights over the Software for use, for research and testing purposes, and for the Term of the Agreement, under the conditions set forth hereinafter.
5.1 RIGHT OF USE
The Licensee is authorized to use the Software for research and testing purposes, it being hereby specified that this includes :
- Loading, displaying, running or storing the Software on any medium.
- The possibility of observing, studying or testing the operation of the Software in order to determine the ideas and principles underlying any element of the Software; and this, when the Licensee performs any loading, displaying, execution or storage operation of the Software that it is entitled to perform under the Agreement.
5.2 RIGHT TO MODIFY
The Licensee is not authorized to make any modification to the Software. It is understood that this prohibition of the right to modify includes the prohibition of the right to translate, adapt, arrange or make any other modification to the Software and the right to reproduce the resulting software. It also includes the prohibition of the right to create a Derivative Software.
5.3 RIGHT OF DISTRIBUTION
The Licensee is not authorized to distribute copies of the Software, whether modified or not, to third parties under the conditions detailed below.
The Licensee is not authorized to place one or more copies of the Software on the market by any means whatsoever, whether free of charge or in return for payment.
Article 6 - INTELLECTUAL PROPERTY
6.1 ON THE INITIAL SOFTWARE
The Holder holds the economic rights to the Initial Software. Any use of the Initial Software is subject to compliance with the conditions under which the Holder has chosen to distribute its work and no other party is entitled to modify the conditions of distribution of the Initial Software.
6.2 NOTICE OF RIGHTS
The Licensee expressly undertakes not to remove or modify in any way whatsoever the intellectual property notices affixed to the Software.
The Licensee undertakes not to infringe, directly or indirectly, the intellectual property rights of the Holder on the Software and to take, where applicable, with regard to its staff, all measures necessary to ensure compliance with said intellectual property rights of the Holder.
Article 7 - ASSOCIATED SERVICES
The Agreement does not oblige the Licensor to provide technical assistance or maintenance services for the Software.
However, the Licensor remains free to offer this type of service. The terms and conditions of such technical assistance and/or maintenance shall then be determined in a separate document. These maintenance and/or technical assistance services shall be the sole responsibility of the Licensor offering them.
Article 8 - LIABILITY
The Licensor's liability is limited to the commitments made in application of the Agreement and shall not be incurred in particular because of :
- Damages due to the Licensee's total or partial non-performance of its obligations,
- Direct or indirect damages resulting from the use or performance of the Software suffered by the Licensee and ;
- More generally, any indirect damage. In particular, the Parties expressly agree that any financial or commercial loss (e.g. loss of data, loss of profits, operating loss, loss of customers or orders, loss of profit, any commercial disruption whatsoever) or any action brought against the Licensee by a third party, constitutes indirect damage and does not give rise to a right to compensation by the Licensor.
Article 9 - WARRANTY
9.1 The Licensee acknowledges that the current state of scientific and technical knowledge at the time the Software is released does not allow it to test and verify all uses of the Software or to detect the existence of any defects. 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 informed users.
It is the responsibility of the Licensee to check, by all means, the suitability of the product for its needs, its proper operation and to ensure that it will not cause damage to persons or property.
9.2 The Licensor declares in good faith that it is entitled to grant all the rights attached to the Software (including in particular the rights referred to in Article 5).
9.3 The Licensee acknowledges that the Software is provided "as is" by the Licensor without any other warranty, express or implied, other than that set forth in Article 9.2 and in particular without any warranty as to its commercial value, its secure, safe, innovative or relevant nature.
In particular, the Licensor does not guarantee that the Software is free from error, that it will operate without interruption, that it will be compatible with the Licensee's own equipment and its 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.
The Licensor disclaims any and all liability as regards the Licensee's use of the name of the Software. No warranty is given as regards the existence of prior rights over the name of the Software or as regards the existence of a trademark.
Article 10 - TERMINATION
10.1 In the event of a breach by the Licensee of its obligations hereunder, the Licensor may automatically terminate this Agreement thirty (30) days after notice has been sent to the Licensee and has remained ineffective.
10.2 The Licensee whose Agreement is terminated shall no longer be authorized to use, modify or distribute the Software.
Article 11 - MISCELLANEOUS PROVISIONS
11.1 EXTERNAL CAUSE
Neither of the Parties shall be liable for any delay or failure to perform the Agreement that is due to a case of force majeure, an act of God or an external cause, such as, in particular, malfunction or interruptions of the electricity or telecommunications network, network paralysis due to a computer attack, intervention by government authorities, natural disasters, water damage, earthquakes, fire, explosions, strikes and social conflicts, state of war, etc.
11.2 Any failure by either Party, on one or more occasions, to invoke one or more of the provisions hereof, shall under no circumstances be interpreted as being a waiver by the interested Party of its right to invoke said provision(s) subsequently.
11.3 The Agreement cancels and replaces any or all previous agreements, whether written or oral, between the Parties and having the same purpose, and constitutes the entirety of the agreement between said Parties concerning said purpose. No supplement or modification to the terms and conditions hereof shall be effective as between the Parties unless it is made in writing and signed by their duly authorized representatives.
11.4 In the event that one or more of the provisions hereof were to conflict with a current or future applicable act or legislative text, said act or legislative text shall prevail, and the Parties shall make the necessary amendments so as to comply with said act or legislative text. All other provisions shall remain effective. Similarly, invalidity of a provision of the Agreement, for any reason whatsoever, shall not cause the Agreement as a whole to be invalid.
11.5 LANGUAGE
The Agreement is drafted in both French and English and both versions are deemed authentic.
Article 12 - APPLICABLE LAW AND TERRITORIAL COMPETENCE
12.1 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.
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 Paris Courts having jurisdiction, by the more diligent Party.
Version 1.0 2021/06/01