-
Notifications
You must be signed in to change notification settings - Fork 0
/
Copy pathLICENSE
143 lines (110 loc) · 9.32 KB
/
LICENSE
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
SOFTWARE LICENSE AGREEMENT FOR EVALUATION
This SOFTWARE LICENSE AGREEMENT FOR EVALUATION (this "Agreement") is a legal contract between a person
who uses or otherwise accesses or installs the Software ("User(s)"), and Nippon Telegraph and Telephone corporation
("NTT") and the University of Tokyo ("UT") (described "NTT&UT" below).
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR
OTHERWISE ACCESSING OR USING NTT&UT'S PROPRIETARY SOFTWARE ACCOMPANIED BY THIS
AGREEMENT (the "SOFTWARE"). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO USER UNDER
THIS AGREEMENT, NOT SOLD TO USER. BY INSTALLING OR OTHERWISE ACCESSING OR USING THE
SOFTWARE, USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, THAT USER
UNDERSTANDS IT, AND THAT USER ACCEPTS AND AGREES TO BE BOUND BY ITS TERMS. IF AT ANY
TIME USER IS NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, USER SHOULD
TERMINATE THE INSTALLATION PROCESS, IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR
USING THE SOFTWARE AND DELETE ANY COPIES USER MAY HAVE. THIS AGREEMENT REPRESENTS THE
ENTIRE AGREEMENT BETWEEN USER AND NTT&UT CONCERNING THE SOFTWARE.
BACKGROUND
A. NTT&UT are the owner of all rights, including all patent rights, copyrights and trade secret rights, in and to the
Software and related documentation except OSS listed in Exhibit A to this Agreement.
B. User wishes to obtain a royalty free license to use the Software to enable User to evaluate, and NTT&UT wish to grant
such a license to User, pursuant and subject to the terms and conditions of this Agreement.
C. As a condition to NTT&UT's provision of the Software to User, NTT&UT have required User to execute this
Agreement.
In consideration of these premises, and the mutual promises and conditions in this Agreement, the parties hereby agree as
follows:
1. Grant of Evaluation License. NTT&UT hereby grant to User, and User hereby accepts, under the terms and
conditions of this Agreement, a royalty free, nontransferable and nonexclusive license to use the Software internally for
the non-commercial purposes of testing, analyzing, and evaluating the methods or mechanisms as shown in the research
paper submitted by NTT&UT to a certain academy or technical contest, etc. ("academy"). User may make a reasonable
number of backup copies of the Software solely for User's internal use pursuant to the license granted in this Section 1.
2. Shipment and Installation. NTT&UT will ship or deliver the Software by any method that NTT&UT deem
appropriate. User shall be solely responsible for proper installation of the Software.
3. Term. This Agreement is effective whichever is earlier (i) upon User's acceptance of the Agreement, or (ii) upon
User's installing, accessing, and using the Software, even if User has not expressly accepted this Agreement. Without
prejudice to any other rights, NTT&UT may terminate this Agreement without notice to User (i) if User breaches or fails
to comply with any of the limitations or other requirements described herein, and (ii) if NTT&UT receive a notice from
the academy stating that the research paper would not be published, and in any such case User agrees that NTT&UT may,
in addition to any other remedies it may have at law or in equity, remotely disable the Software. User may terminate this
Agreement at any time by User's decision to terminate the Agreement to NTT&UT and ceasing use of the Software. Upon
any termination or expiration of this Agreement for any reason, User agrees to uninstall the Software and either return to
NTT&UT the Software and all copies thereof, or to destroy all such materials and provide written verification of such
destruction to NTT&UT.
4. Proprietary Rights
(a) The Software is the valuable, confidential, and proprietary property of NTT&UT, and NTT&UT shall retain
exclusive title to this property both during the term and after the termination of this Agreement. Without limitation,
User acknowledges that all patent rights, copyrights and trade secret rights in the Software except OSS shall remain the
exclusive property of NTT&UT at all times. User shall use not less than reasonable care in safeguarding the
confidentiality of the Software.
(b) NTT&UT shall not be subject to the obligation of licensing the copyright, patent rights, etc. of author when user
hope commercial / noncommercial use of the published / provided software, etc.
(c) USER SHALL NOT, IN WHOLE OR IN PART, AT ANY TIME DURING THE TERM OF OR AFTER THE
TERMINATION OF THIS AGREEMENT: (i) SELL, ASSIGN, LEASE, DISTRIBUTE, OR OTHERWISE TRANSFER
THE SOFTWARE TO ANY THIRD PARTY; (ii) EXCEPT AS OTHERWISE PROVIDED HEREIN, COPY OR
REPRODUCE THE SOFTWARE IN ANY MANNER; (iii) DISCLOSE THE SOFTWARE TO ANY THIRD PARTY,
EXCEPT TO USER'S EMPLOYEES WHO REQUIRE ACCESS TO THE SOFTWARE FOR THE PURPOSES OF
THIS AGREEMENT; (iv) MODIFY, DISASSEMBLE, DECOMPILE, REVERSE ENGINEER OR TRANSLATE THE
SOFTWARE; OR (v) ALLOW ANY PERSON OR ENTITY TO COMMIT ANY OF THE ACTIONS DESCRIBED IN
(i) THROUGH (iv) ABOVE.
(d) User shall take appropriate action, by instruction, agreement, or otherwise, with respect to its employees permitted
under this Agreement to have access to the Software to ensure that all of User's obligations under this Section 4 shall be
satisfied.
5. Indemnity. User shall defend, indemnify and hold harmless NTT&UT, its agents and employees, from any loss,
damage, or liability arising in connection with User's improper or unauthorized use of the Software. NTT&UT SHALL
HAVE THE SOLE RIGHT TO CONDUCT DEFEND ANY ACTTION RELATING TO THE SOFTWARE.
6. Disclaimer. THE SOFTWARE IS LICENSED TO USER "AS IS," WITHOUT ANY TRAINING,
MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER ON THE PART OF NTT&UT. NTT&UT MAKE
NO EXPRESS OR IMPLIED WARRANTIES OF ANY TYPE WHATSOEVER, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR
PURPOSE AND OF NON-INFRINGEMENT ON COPYRIGHT OR ANY OTHER RIGHT OF THIRD PARTIES.
USER ASSUMES ALL RISKS ASSOCIATED WITH ITS USE OF THE SOFTWARE, INCLUDING WITHOUT
LIMITATION RISKS RELATING TO QUALITY, PERFORMANCE, DATA LOSS, AND UTILITY IN A
PRODUCTION ENVIRONMENT.
7. Limitation of Liability. IN NO EVENT SHALL NTT&UT BE LIABLE TO USER OR TO ANY THIRD
PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT
NOT LIMITED TO DAMAGES FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, OR OTHER
ECONOMIC LOSS, ARISING IN CONNECTION WITH USER'S USE OF OR INABILITY TO USE THE
SOFTWARE, IN CONNECTION WITH NTT&UT'S PROVISION OF OR FAILURE TO PROVIDE SERVICES
PERTAINING TO THE SOFTWARE, OR AS A RESULT OF ANY DEFECT IN THE SOFTWARE. THIS
DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE
BROUGHT AGAINST NTT&UT, WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION
ANY ACTION FOR NEGLIGENCE. USER'S SOLE REMEDY IN THE EVENT OF ANY BREACH OF THIS
AGREEMENT BY NTT&UT SHALL BE TERMINATION PURSUANT TO SECTION 3.
8. No Assignment or Sublicense. Neither this Agreement nor any right or license under this Agreement, nor the
Software, may be sublicensed, assigned, or otherwise transferred by User without NTT&UT's prior written consent.
9. OSS. The OSS included in the Software is shown on the "OSS List" in Exhibit A. User shall be subject to the
license term of each OSS when using the OSS portion of the Software, and shall be subject to the terms of this document
when using the non-OSS portion.
10. General
(a) If any provision, or part of a provision, of this Agreement is or becomes illegal, unenforceable, or invalidated, by
operation of law or otherwise, that provision or part shall to that extent be deemed omitted, and the remainder of this
Agreement shall remain in full force and effect.
(b) This Agreement is the complete and exclusive statement of the agreement between the parties with respect to the
subject matter hereof, and supersedes all written and oral contracts, proposals, and other communications between the
parties relating to that subject matter.
(c) Subject to Section 8, this Agreement shall be binding on, and shall inure to the benefit of, the respective successors
and assigns of NTT&UT and User.
(d) If either party to this Agreement initiates a legal action or proceeding to enforce or interpret any part of this
Agreement, the prevailing party in such action shall be entitled to recover, as an element of the costs of such action and
not as damages, its attorneys' fees and other costs associated with such action or proceeding.
(e) This Agreement shall be governed by and interpreted under construed in accordance with the laws of Japan,
without reference to conflicts of law principles. All disputes arising out of or in connection with this Agreement shall be
finally settled by arbitration in Tokyo in accordance with the Commercial Arbitration Rules of the Japan Commercial
Arbitration Association. The arbitration shall be conducted by three (3) arbitrators and in Japanese. The award rendered
by the arbitrators shall be final and binding upon the parties. Judgment upon the award may be entered in any court
having jurisdiction thereof.
(f) NTT&UT shall not be liable to the User or to any third party for any delay or failure to perform NTT&UT's
obligation set forth under this Agreement due to any cause beyond NTT&UT's reasonable control.
EXHIBIT A
- Software
Example code of VAD emotion control program
- OSS List
Not Applicable