Software License Agreement for Academic Use of ATOM Spoken Dialogue SDK
IMPORTANT: This software and its associated documentation are the copyright works of Agilingua, LLC,
hereinafter referred to as the LICENSOR.
Use of the software and documentation is governed by the terms of
the Academic License Agreement set out below.
You, hereinafter referred to as the LICENSEE,
will not be able to install the software unless you first agree to those terms.
The LICENSOR has developed a body of computer software and associated documentation
called ATOM Spoken Dialogue SDK hereafter referred to as the WORK.
The LICENSEE desires to use the WORK for education and research purposes.
The LICENSEE and LICENSOR agree as follows:
The LICENSOR grants to the LICENSEE a nonexclusive, nontransferable,
license to use the WORK subject to the following conditions.
- LICENSEE'S RIGHTS
The Licensee shall have the right to use the WORK for educational and research purposes
on all computers owned or leased by the Licensee and located on the LICENSEE'S campus or site.
- RESTRICTIONS ON USE
No commercial use of any kind is permitted under this license.
For commercial use, a commercial license is required.
When the software licensed under the agreement was used commercially,
the Licensee must pay appropriate consideration and will indemnify the Licensor from any costs,
damages and fees incurred by the commercial use of the license.
“Commercial Use” means use in any manner that supports, is intended for or directed toward
or results in commercial advantage or monetary compensation, including, without limitation,
buying, selling, leasing any or all parts of the
software licensed under this agreement.
- LICENSING FEE
The license fee is five hundred (500) dollars (US).
- NO SUPPORT
The LICENSEE recognizes that the LICENSOR is not obligated to provide support,
maintenance, consulting, or revision of the WORK.
If the LICENSOR chooses to release to the LICENSEE updates of, additions to,
or modifications of the WORK, this agreement shall apply to them as though
they were part of the original WORK.
- NO PRODUCT WARRANTY
The WORK is released on a "as is" basis.
There is no warranty whatsoever as to functioning, performance or
effect on hardware or other software, express or implied.
The LICENSOR disclaims any implied warranties of merchantability or
fitness for any particular purpose.
- OWNERSHIP
The LICENSEE agrees that the WORK including any updates, additions, and modifications,
is, and shall at all times remain, the property of the LICENSOR, and that it has been
copyrighted by the LICENSOR. The LICENSEE shall have no right, title or interest therein
or thereto except as expressly set forth in this agreement.
- CREDITS
All credits and copyright notices in the WORK, both in listings and/or documentation,
whether names of individuals or organizations, shall be retained in place.
Publications referring to the WORK, or to other works containing the WORK in whole or in part,
shall refer to it as ATOM Spoken Dialogue SDK and shall specify that the WORK was made by Agilingua, LLC. Publication of results that use the WORK shall cite:
www.agilingua.com/en/academic/overview.php.
- NONDISCLOSURE
Under no conditions shall the LICENSEE disclose the WORK, in whole or in part, to third parties,
except as expressly provided for in this agreement.
Nor shall the LICENSEE make the WORK available to third parties via a computer network.
Permission is hereby granted to the LICENSEE to disclose the WORK or modifications thereof
to other organisations in possession of a valid source license for the WORK,
provided that such disclosure shall be for educational or research purposes only.
LICENSEE may also disclose the WORK to its students and employees for use in
their educational and research activities, provided that they are bound not to further
disclose it to third parties. This article shall survive termination of the agreement.
- NO LIABILITY
Neither the LICENSOR nor any individual or any legal entity involved in creating, modifying,
updating, or supplementing the work, shall be liable for damages arising out of the failure or
malfunctioning of the WORK.
The LICENSEE hereby assumes the risk of and releases and forever discharges the LICENSOR,
its employees and any other individual or legal entity referred to in the foregoing sentence
with respect to any expense, claim, liability, loss or damage, direct or indirect,
including any incidental or consequential damages, whether made or suffered by LICENSEE
in connection with the failure or malfunction of the WORK.
LICENSEE acknowledges that the WORK is in the process of development and is not error-free,
that the foregoing exclusion of liability is therefore an essential term of this Agreement
without which exclusion the LICENSOR would not be willing to enter into this Agreement
and to make the Work available on the Price agreed upon herein.
- TERMINATION AND ENFORCEMENT COSTS
LICENSOR shall have the right to terminate this agreement with immediate effect
upon notice by registered mail to LICENSEE in the event that LICENSEE,
its employees, or persons acting on its behalf breach any provision of this agreement.
Upon termination, the LICENSEE agrees to return the original WORK immediately,
to destroy all copies of the WORK (exact or modified) in its possession or under its control,
and to send to the LICENSOR a signed statement that all such copies have been destroyed.
If the LICENSOR takes legal action against the LICENSEE to enforce this agreement and prevails,
the LICENSEE agrees to pay LICENSOR'S legal costs, including reasonable attorney's fees.
- CHANGES TO THIS AGREEMENT
This agreement may only be changed if both parties agree to the proposed changes in writing.
- PUBLICITY
LICENSEE shall agree to inform LICENSOR of achievements of using WORK including,
but not limited to an academic report, paper, or presentation.
LICENSOR shall have the right to disclose the given information in its website,
news release or other printed or online publication.
- GENERAL
This Agreement and all transactions concluded hereunder shall be governed by the laws of
the State of New York, as such laws are applied to contracts entered into and performed
entirely in New York by New York residents.
Any litigation relating to this Agreement shall be subject to the exclusive jurisdiction of the
state located in the county of New York or the federal courts located in the Southern District of
New York. If any provision of this Agreement is held to be invalid, illegal or unenforceable,
that provision shall be construed in such a manner that it becomes valid and enforceable and
so as to reflect most closely the intent of the parties in agreeing upon the provision
in the first place, and the remaining provisions of this Agreement shall continue in full force
and effect and shall not in any way be affected or impaired by any such determination of invalidity,
illegality or unenforceability.
THIS AGREEMENT IS THE ENTIRE AND EXCLUSIVE AGREEMENT BETWEEN LICENSOR AND LICENSEE AND
SUPERSEDES ALL PRIOR ORAL AND WRITTEN AGREEMENTS AND COMMUNICATIONS BETWEEN THE PARTIES
PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT.
NO DIFFERENT OR ADDITIONAL TERMS WILL BE ENFORCEABLE AGAINST AGILINGUA UNLESS LICENSOR GIVES
ITS EXPRESS WRITTEN CONSENT, INCLUDING AN EXPRESS WAIVER OF THE TERMS OF THIS AGREEMENT.
2009 Feb. revised.
After you have read the above and agree, please print out the
application form.
The completed and signed application form needs to be send by fax to:
Agilingua, LLC.
ATOM Spoken Dialogue SDK Academic Program Department
1-718-956-0278
The original form shall also be mailed to:
Agilingua, LLC.
ATOM Spoken Dialogue SDK Academic Program Department
24-65 38th Street #5D
Astoria, NY 11103 USA
For further questions, please see our FAQ.
If your question is not answered there, please contact us.
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