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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"). | |
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR | |
OTHERWISE ACCESSING OR USING NTT'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 CONCERNING THE SOFTWARE. | |
BACKGROUND | |
A. NTT is 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 wishes to grant such | |
a license to User, pursuant and subject to the terms and conditions of this Agreement. | |
C. As a condition to NTT's provision of the Software to User, NTT has 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 hereby grants 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 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 will ship or deliver the Software by any method that NTT deems 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 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 receives a notice from the academy stating that the | |
research paper would not be published, and in any such case User agrees that NTT 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 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 the Software and all copies thereof, | |
or to destroy all such materials and provide written verification of such destruction to NTT. | |
4. Proprietary Rights | |
(a) The Software is the valuable, confidential, and proprietary property of NTT, and NTT 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 at all times. User shall use not less than reasonable care in safeguarding the confidentiality of the Software. | |
(b) NTT 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, its agents and employees, from any loss, damage, | |
or liability arising in connection with User's improper or unauthorized use of the Software. NTT 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 ONTHE PART OF NTT. | |
NTT MAKES 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 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'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 REGARD¬LESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST NTT, 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 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'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 User uses the software. | |
10. General | |
(d) 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. | |
(e) 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. | |
(f) Subject to Section 8, this Agreement shall be binding on, and shall inure to the benefit of, the respective successors and | |
assigns of NTT and User. | |
(g) 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. | |
(h) This Agreement shall be governed by and interpreted under 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 shall not be liable to the User or to any third party for any delay or failure to perform NTT's obligation set | |
forth under this Agreement due to any cause beyond NTT's reasonable control. | |
EXHIBIT A | |
- Software | |
N/A | |
- OSS List | |
+----+---------+-----+ | |
| No | License | OSS | | |
+----+---------+-----+ | |
| 1 | N/A | N/A | | |
+----+---------+-----+ |