RTE France

Hades Software License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING HADES - RTE SOFTWARE.

BETWEEN

RTE Réseau de transport d’électricité, a limited company governed by a Management Board and a Supervisory Board, listed in the Nanterre Trade and Business Register under the number 444 619 258, having its head office located at Batiment Window, 7C Place du Dôme, 92800 LA DEFENSE, represented herein by Yannick Jacquemart, in his capacity of head of the R&D Direction, authorised for this purpose, referred to in the present document as “RTE”, ON THE FIRST PART,

AND

Any user of the HADES-RTE Software that accepts the terms of this Agreement by purchasing, downloading or using HADES-RTE Software, referred to as the “LICENSEE”, ON THE SECOND PART,

As used herein, the term “Party” shall mean RTE or the LICENSEE and the term “Parties” shall mean both of them.

RECITALS

WHEREAS THE “ITESLA POWER SYSTEM TOOLS” (IPST) PROJECT AIMS AT DEVELOPING OF AN OPEN-SOURCE PLATFORM DEDICATED TO LARGE POWER GRID SECURITY ANALYSIS.

WHEREAS HADES-RTE SOFTWARE PERFORMS LOAD-FLOWS AND NETWORK SECURITY ANALYSIS. HADES-RTE IS ONE OF THE POSSIBLE SOFTWARE THAT PERFORM THESE FUNCTIONS AND THAT CAN BE USED IN THE IPST PLATFORM.

WHEREAS, RTE HOLDS THE NECESSARY RIGHTS ON THE SOFTWARE, INCLUDING THE RIGHT TO PROVIDE A LICENSE TO THE LICENSEE AND GRANT THE RIGHTS GRANTED HEREIN.

ARTICLE 1 - DEFINITIONS

For the purpose of the present license agreement, referred to as the “AGREEMENT”, the capital terms below shall have the meanings set forth:

COMPUTER SYSTEM means the computer(s) and peripheral device(s) used by the LICENSEE;

INTELLECTUAL PROPERTY RIGHTS patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

LICENSE means the license provided under this AGREEMENT, as defined in Article 2.

OBJECT CODE means the form of the SOFTWARE resulting from a translation or processing of Source Code by a computer into machine language or intermediate code, which is not convenient to human understanding of the logic, but which is appropriate for execution or interpretation by a computer.

SOFTWARE means the HADES-RTE software that performs load-flows and network security analysis and relevant documentation (including the installation guide and the user guide) hereinafter designated as the “DOCUMENTATION” .

SOURCE CODE means a form of any version of the SOFTWARE from which the logic is easily deduced by a human being, such as printed listing or in an encoded machine readable form such as might be recorded on disks or tapes, from which a printed listing can be made by processing it with a computer.

ARTICLE 2 – NATURE AND SCOPE OF THE AGREEMENT

2.1 GRANT OF LICENCE

RTE grant to the LICENSEE a worldwide, royalty-free, personal, non-exclusive, non-sublicensable, non-transferable and terminable LICENSE to use the SOFTWARE.

Use of the SOFTWARE shall be restricted to use of the SOFTWARE in Object Code form for non-commercial R&D research, tests for internal business purposes and academic purposes of the LICENSEE, (which shall not include allowing the use of the SOFTWARE by, or for the benefit of any person other than the LICENSEE).

Pursuant to the rights which are granted under this AGREEMENT, the LICENSEE is authorised to display the SOFTWARE, to load and execute it.

The LICENSEE may make archival or back-up copies of the SOFTWARE for archival or back-up purposes only.

The LICENSEE may (i) install and use copies of the SOFTWARE on COMPUTER SYSTEMS; or (ii) copy the SOFTWARE into the local memory or storage device of a computer that he/she is currently using; or (iii) install a copy of the SOFTWARE on a network storage device, such as a local area network (“LAN”) or secure intranet, and allow access devices, such as a personal computers, to access and use that licensed copy of the SOFTWARE over a private network.

2.2 LIMITATIONS

The LICENSEE is not authorized to:

ARTICLE 3 – TERM AND TERMINATION

This AGREEMENT shall come into force on the date that LICENSEE accepts this Agreement or the date that Licensee first downloads or uses Software (“Effective Date”).

The SOFTWARE is time disabled at a fixed future date which is mentioned in the printed output of the SOFTWARE.

The LICENSE is granted to the LICENSEE up to the fixed future date at which the SOFTWARE is disabled.

Furthermore, RTE reserves its right to terminate the AGREEMENT by full right and without legal process at any time and by any mean, in the case of non-compliance with confidentiality and/or intellectual property provisions, in the case of transmission to a non-authorized third party, or non-authorized copying of the SOFTWARE or DOCUMENTATION and especially as stipulated in the LICENSE.

ARTICLE 4 - INTELLECTUAL PROPERTY RIGHTS

This AGREEMENT shall not be interpreted as granting to the LICENSEE any property rights on the SOFTWARE and associated documentation. The LICENSEE shall have no rights in or to the SOFTWARE other than the right to use it in accordance with the terms of the AGREEMENT.

This AGREEMENT does not affect the moral rights of RTE. The LICENSEE shall mention the ownership of RTE on all the documents it generates concerning the SOFTWARE and the SOFTWARE USE.

The LICENSEE is not authorized to delete or modify the Copyright notice mentioned on the SOFTWARE nor on whatever support (advertising materials, brochures, etc.)

ARTICLE 5 - WARRANTY

5.1 The SOFTWARE is provided “as is”, consequently, RTE does not warrant that the functions contained in the program will meet LICENSEE’s requirements or that the operation of the SOFTWARE will be uninterrupted or error free. RTE is not responsible in the event any errors or miscalculations occur.

5.2 The LICENSEE’s assume all responsibility for the selection of the SOFTWARE to achieve its intended results, and for the installation, use and results obtained from the SOFTWARE. RTE is under no obligation to develop, maintain or market the SOFTWARE.

5.3 The LICENSEE acknowledges that any open-source software incorporated in the SOFTWARE (as listed in Annex 1) is provided “as is” and expressly subject to the disclaimer in Article 5.4.

5.4 All other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this AGREEMENT or any collateral contract, are hereby excluded, including warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

ARTICLE 6 – CONFIDENTIALITY

Any information concerning RTE or the LICENSEE and any information relating to the SOFTWARE (hereinafter “Confidential(s) Information(s)”) is subject to the following confidentiality obligations.

The LICENSEE and RTE agree not to disclose, convey or transfer it, in any form whatsoever, including verbally, to third parties without the prior written consent of the Party which has transmitted the Confidential Information.

Therefore, the LICENSEE and RTE agree, throughout the duration of the AGREEMENT as well as for three (3) years following its term or termination:

The LICENSEE and RTE agree and acknowledge that Confidential Information shall not include any information which (a) is publicly available prior to this AGREEMENT or is made publicly available by the disclosing Party without restriction; (b) is rightfully received by the receiving Party from third parties without accompanying secrecy obligations; (c) is already in the receiving Party’s possession and was lawfully received from sources other than the disclosing Party.

ARTICLE 7 - LIABILITY

RTE shall not be held liable under the terms herein for any damages resulting from the use, by the LICENSEE, of the SOFTWARE or more generally of the rights granted under this AGREEMENT.

The LICENSEE shall in all cases be entirely and solely liable for the use to which it puts the information and materials provided by RTE within the framework of this AGREEMENT.

RTE shall not be held liable in case of infringement of intellectual property rights of a third party, provided that it complied with the obligation of best efforts set forth in Article 8.

ARTICLE 8 - THIRD PARTY CLAIM

8.1 RTE shall make all its best efforts to ensure that the SOFTWARE does not infringe third party rights, including but not limited to Intellectual Property Rights.

8.2 In case of third party Infringement Claim against the LICENSEE, the LICENSEE will promptly deliver written notice in order to inform RTE. Subject to prior notification, RTE will defend at its expense or settle any third-party claim against the LICENSEE that the SOFTWARE infringe Intellectual Property Rights (“Infringement Claim”).

8.3 For the avoidance of doubt, Article 8.2 shall not apply where the Infringement Claim in question is attributable to possession, use, modification of the SOFTWARE (or any part thereof) by the LICENSEE other than in accordance with the terms of the AGREEMENT.

8.4 The LICENSEE hereby waives any right to claim any additional compensation if an infringement of third party rights occurs.

ARTICLE 9 – GENERAL

No waiver or amendment shall be effective unless made by a written instrument signed by both Parties.

Therefore, the LICENSEE shall not transfer, pledge or assign the present AGREEMENT nor delegate any duties hereunder without first obtaining in each instance the prior written consent of RTE.

ARTICLE 10 - LANGUAGE AND AUTHENTICITY

The language to the AGREEMENT is English.

In the case of the AGREEMENT being translated, only the original version in English language will hold faith.

ARTICLE 11 - NOTICES

Any notice, demand or other communication concerning this AGREEMENT shall be in writing and sent to:

RTE
7C Place du Dôme
92800 Paris La Défense
FRANCE
Sébastien Murgey
with a copy to Mr Yannick Jacquemart, same address.

ARTICLE 12 – APPLICABLE LAW AND JURISDICTION

The AGREEMENT shall be governed by and construed in accordance with the laws of France.

In case of dispute, after attempting to seek an amicable settlement through negotiations at senior executive level, any dispute relating to the AGREEMENT shall be settled with the Paris courts.

Annex 1 – Open-Source components

HADES-RTE SOFTWARE contains software components licensed under Open-Source license (Open-Source Software). The Open Source Software components and their licenses are listed hereafter:

Components License
Xalan APACHE Licence V. 2.0, January 2004
Xerces APACHE Licence V. 2.0, January 2004

The provisions of the abovementioned Open-Source licenses are reproduced below.

The following terms relate only to the Open-Source Software identified below and not to the HADES- RTE SOFTWARE.

Apache License

Version 2.0, January 2004

http://www.apache.org/licenses/

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

1. Definitions.

“License” shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document.

“Licensor” shall mean the copyright owner or entity authorized by the copyright owner that is granting the License.

“Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

“You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License.

“Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

“Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

“Work” shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below).

“Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

“Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized t submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution.”

“Contributor” shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form.

3. Grant of Patent License.

Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed.

4. Redistribution.

You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:

  1. You must give any other recipients of the Work or Derivative Works a copy of this License; and
  2. You must cause any modified files to carry prominent notices stating that You changed the files; and
  3. You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and
  4. If the Work includes a “NOTICE” text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License. You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.
  5. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions.
  6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.
  7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License.
  8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.
  9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.

END OF TERMS AND CONDITIONS