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LICENSE
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1 |
+
SOFTWARE LICENSE AGREEMENT FOR EVALUATION
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This SOFTWARE EVALUATION LICENSE AGREEMENT (this "Agreement") is a legal
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contract between a person who uses or otherwise accesses or installs the
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Software ("User(s)"), and Nippon Telegraph and Telephone corporation ("NTT").
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+
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR
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7 |
+
OTHERWISE ACCESSING OR USING NTT'S PROPRIETARY SOFTWARE ACCOMPANIED BY THIS
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8 |
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AGREEMENT (the "SOFTWARE"). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO
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9 |
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USER UNDER THIS AGREEMENT, NOT SOLD TO USER. BY INSTALLING OR OTHERWISE
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10 |
+
ACCESSING OR USING THE SOFTWARE, USER ACKNOWLEDGES THAT USER HAS READ THIS
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AGREEMENT, THAT USER UNDERSTANDS IT, AND THAT USER ACCEPTS AND AGREES TO BE
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BOUND BY ITS TERMS. IF AT ANY TIME USER IS NOT WILLING TO BE BOUND BY THE
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TERMS OF THIS AGREEMENT, USER SHOULD TERMINATE THE INSTALLATION PROCESS,
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14 |
+
IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE AND DELETE
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15 |
+
ANY COPIES USER MAY HAVE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT
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+
BETWEEN USER AND NTT CONCERNING THE SOFTWARE.
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+
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+
BACKGROUND
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A. NTT is the owner of all rights, including all patent rights, copyrights and
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trade secret rights, in and to the Software and related documentation listed
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22 |
+
in Exhibit A to this Agreement.
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23 |
+
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+
B. User wishes to obtain a royalty free license to use the Software to enable
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User to evaluate, and NTT wishes to grant such a license to User, pursuant and
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subject to the terms and conditions of this Agreement.
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+
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C. As a condition to NTT's provision of the Software to User, NTT has required
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User to execute this Agreement.
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In consideration of these premises, and the mutual promises and conditions in
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this Agreement, the parties hereby agree as follows:
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33 |
+
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+
1. Grant of Evaluation License. NTT hereby grants to User, and User hereby
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accepts, under the terms and conditions of this Agreement, a royalty free,
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36 |
+
nontransferable and nonexclusive license to use the Software internally for
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37 |
+
the purposes of testing, analyzing, and evaluating the methods or mechanisms
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38 |
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as shown in the research paper submitted by NTT to a certain academy. User may
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39 |
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make a reasonable number of backup copies of the Software solely for User's
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40 |
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internal use pursuant to the license granted in this Section 1.
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+
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2. Shipment and Installation. NTT will ship or deliver the Software by any
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method that NTT deems appropriate. User shall be solely responsible for proper
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installation of the Software.
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+
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3. Term. This Agreement is effective whichever is earlier (i) upon User's
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acceptance of the Agreement, or (ii) upon User's installing, accessing, and
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48 |
+
using the Software, even if User has not expressly accepted this Agreement.
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+
Without prejudice to any other rights, NTT may terminate this Agreement
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without notice to User (i) if User breaches or fails to comply with any of the
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51 |
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limitations or other requirements described herein, and (ii) if NTT receives a
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notice from the academy stating that the research paper would not be
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published, and in any such case User agrees that NTT may, in addition to any
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other remedies it may have at law or in equity, remotely disable the Software.
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User may terminate this Agreement at any time by User's decision to terminate
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the Agreement to NTT and ceasing use of the Software. Upon any termination or
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expiration of this Agreement for any reason, User agrees to uninstall the
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Software and either return to NTT the Software and all copies thereof, or to
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destroy all such materials and provide written verification of such
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destruction to NTT.
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4. Proprietary Rights
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(a) The Software is the valuable, confidential, and proprietary property of
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NTT, and NTT shall retain exclusive title to this property both during the
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term and after the termination of this Agreement. Without limitation, User
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acknowledges that all patent rights, copyrights and trade secret rights in the
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Software shall remain the exclusive property of NTT at all times. User shall
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use not less than reasonable care in safeguarding the confidentiality of the
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Software.
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(b) USER SHALL NOT, IN WHOLE OR IN PART, AT ANY TIME DURING THE TERM OF OR
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AFTER THE TERMINATION OF THIS AGREEMENT: (i) SELL, ASSIGN, LEASE, DISTRIBUTE,
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OR OTHERWISE TRANSFER THE SOFTWARE TO ANY THIRD PARTY; (ii) EXCEPT AS
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OTHERWISE PROVIDED HEREIN, COPY OR REPRODUCE THE SOFTWARE IN ANY MANNER; (iii)
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DISCLOSE THE SOFTWARE TO ANY THIRD PARTY, EXCEPT TO USER'S EMPLOYEES WHO
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REQUIRE ACCESS TO THE SOFTWARE FOR THE PURPOSES OF THIS AGREEMENT; (iv)
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MODIFY, DISASSEMBLE, DECOMPILE, REVERSE ENGINEER OR TRANSLATE THE SOFTWARE; OR
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(v) ALLOW ANY PERSON OR ENTITY TO COMMIT ANY OF THE ACTIONS DESCRIBED IN (i)
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THROUGH (iv) ABOVE.
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(c) User shall take appropriate action, by instruction, agreement, or
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otherwise, with respect to its employees permitted under this Agreement to
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have access to the Software to ensure that all of User's obligations under
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this Section 4 shall be satisfied.
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5. Indemnity. User shall defend, indemnify and hold harmless NTT, its agents
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and employees, from any loss, damage, or liability arising in connection with
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User's improper or unauthorized use of the Software. NTT SHALL HAVE THE SOLE
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RIGHT TO CONDUCT DEFEND ANY ACTTION RELATING TO THE SOFTWARE.
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6. Disclaimer. THE SOFTWARE IS LICENSED TO USER "AS IS," WITHOUT ANY
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TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER ON THE PART OF NTT.
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NTT MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY TYPE WHATSOEVER, INCLUDING
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WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A
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PARTICULAR PURPOSE AND OF NON-INFRINGEMENT ON COPYRIGHT OR ANY OTHER RIGHT OF
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THIRD PARTIES. USER ASSUMES ALL RISKS ASSOCIATED WITH ITS USE OF THE
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SOFTWARE, INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, PERFORMANCE,
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DATA LOSS, AND UTILITY IN A PRODUCTION ENVIRONMENT.
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7. Limitation of Liability. IN NO EVENT SHALL NTT BE LIABLE TO USER OR TO ANY
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THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
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INCLUDING BUT NOT LIMITED TO DAMAGES FOR PERSONAL INJURY, PROPERTY DAMAGE,
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LOST PROFITS, OR OTHER ECONOMIC LOSS, ARISING IN CONNECTION WITH USER'S USE OF
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OR INABILITY TO USE THE SOFTWARE, IN CONNECTION WITH NTT'S PROVISION OF OR
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FAILURE TO PROVIDE SERVICES PERTAINING TO THE SOFTWARE, OR AS A RESULT OF ANY
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DEFECT IN THE SOFTWARE. THIS DISCLAIMER OF LIABILITY SHALL APPLY REGARD¬LESS
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OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST NTT, WHETHER IN CONTRACT OR
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TORT, INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGENCE. USER'S SOLE
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REMEDY IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY NTT SHALL BE
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TERMINATION PURSUANT TO SECTION 3.
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8. No Assignment or Sublicense. Neither this Agreement nor any right or
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license under this Agreement, nor the Software, may be sublicensed, assigned,
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or otherwise transferred by User without NTT's prior written consent.
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9. General
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(a) If any provision, or part of a provision, of this Agreement is or becomes
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illegal, unenforceable, or invalidated, by operation of law or otherwise, that
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provision or part shall to that extent be deemed omitted, and the remainder of
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this Agreement shall remain in full force and effect.
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(b) This Agreement is the complete and exclusive statement of the agreement
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between the parties with respect to the subject matter hereof, and supersedes
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all written and oral contracts, proposals, and other communications between
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the parties relating to that subject matter.
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(c) Subject to Section 8, this Agreement shall be binding on, and shall inure
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to the benefit of, the respective successors and assigns of NTT and User.
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+
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(d) If either party to this Agreement initiates a legal action or proceeding
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to enforce or interpret any part of this Agreement, the prevailing party in
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such action shall be entitled to recover, as an element of the costs of such
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action and not as damages, its attorneys' fees and other costs associated with
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such action or proceeding.
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(e) This Agreement shall be governed by and interpreted under the laws of
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Japan, without reference to conflicts of law principles. All disputes arising
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out of or in connection with this Agreement shall be finally settled by
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arbitration in Tokyo in accordance with the Commercial Arbitration Rules of
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the Japan Commercial Arbitration Association. The arbitration shall be
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conducted by three (3) arbitrators and in Japanese. The award rendered by the
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arbitrators shall be final and binding upon the parties. Judgment upon the
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award may be entered in any court having jurisdiction thereof.
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(f) NTT shall not be liable to the User or to any third party for any delay or
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failure to perform NTT's obligation set forth under this Agreement due to any
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cause beyond NTT's reasonable control.
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EXHIBIT A
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The software and related data include the following files,
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- adapter_model.safetensors
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- adapter_config.json
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