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LICENSE.txt
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LIMITED SOFTWARE EVALUATION LICENSE AGREEMENT
This Limited Software Evaluation License Agreement (the “Agreement”) is entered into as of April 9th 2020, (“Effective Date”)
The following limited software evaluation license agreement (“the Agreement”) constitute an agreement between you (the “licensee”) and InterDigital R&D France, a French company existing and organized under the laws of France with its registered offices located at 975 avenue des champs blancs 35510 Cesson-Sévigné, FRANCE (hereinafter “InterDigital”)
This Agreement governs the download and use of the Software (as defined below). Your use of the Software is subject to the terms and conditions set forth in this Agreement. By installing, using, accessing or copying the Software, you hereby irrevocably accept the terms and conditions of this Agreement. If you do not accept all or parts of the terms and conditions of this Agreement you cannot install, use, access nor copy the Software
Article 1. Definitions
“Affiliate” as used herein shall mean any entity that, directly or indirectly, through one or more intermediates, is controlled by, controls, or is under common control with InterDigital or The Licensee, as the case may be. For purposes of this definition only, the term “control” means the possession of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of voting stock or partnership interest, by contract, or otherwise, including direct or indirect ownership of more than fifty percent (50%) of the voting interest in the entity in question.
“Authorized Purpose” means any use of the Software for research on the Software and evaluation of the Software exclusively, and academic research using the Software without any commercial use. For the avoidance of doubt, a commercial use includes, but is not limited to:
- using the Software in advertisements of any kind,
- licensing or selling of the Software,
- use the Software to provide any service to any third Party
- use the Software to develop a competitive product of the Software
“Documentation” means textual materials delivered by InterDigital to the Licensee pursuant to this Agreement relating to the Software, in written or electronic format, including but not limited to: technical reference manuals, technical notes, user manuals, and application guides.
“Limited Period” means the life of the copyright owned by InterDigital on the Software in each and every country where such copyright would exist.
“Intellectual Property Rights” means all copyrights, trademarks, trade secrets, patents, mask works and other intellectual property rights recognized in any jurisdiction worldwide, including all applications and registrations with respect thereto.
"Open Source software" shall mean any software, including where appropriate, any and all modifications, derivative works, enhancements, upgrades, improvements, fixed bugs, and/or statically linked to the source code of such software, released under a free software license, that requires as a condition of royalty-free usage, copy, modification and/or redistribution of the Open Source Software to:
• Redistribute the Open Source Software royalty-free, and/or;
• Redistribute the Open Source Software under the same license/distribution terms as those contained in the open source or free software license under which it has originally been released and/or;
• Release to the public, disclose or otherwise make available the source code of the Open Source Software.
For purposes of the Agreement, by means of example and without limitation, any software that is released or distributed under any of the following licenses shall be qualified as Open Source Software: (A) GNU General Public License (GPL), (B) GNU Lesser/Library GPL (LGPL), (C) the Artistic License, (D) the Mozilla Public License, (E) the Common Public License, (F) the Sun Community Source License (SCSL), (G) the Sun Industry Standards Source License (SISSL), (H) BSD License, (I) MIT License, (J) Apache Software License, (K) Open SSL License, (L) IBM Public License, (M) Open Software License.
“Software” means any computer programming code, in object and/or source version, and related Documentation delivered by InterDigital to the Licensee pursuant to this Agreement as described in Exhibit A attached and incorporated herein by reference.
Article 2. License
InterDigital grants Licensee a free, worldwide, non-exclusive, license on copyright owned on the Software to download, use, modify and reproduce solely for the Authorized Purpose for the Limited Period.
The Licensee shall not pay any royalty, license fee or maintenance fee, or other fee of any nature under this Agreement.
The Licensee shall have the right to correct, adapt, modify, reverse engineer, disassemble, decompile and any action leading to the transformation of Software provided that such action is made to accomplish the Authorized Purpose.
Licensee shall have the right to make a demonstration of the Software, provided that it is in the Purpose and provided that Licensee shall maintain control of the Software at all time. This includes the control of any computer or server on which the Software is installed: no third party shall have access to such computer or server under any circumstances. No computer nor server containing the Software will be left in the possession of any third Party.
Article 3. Restrictions on use of the Software
Licensee shall not remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Software, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material.
Licensee shall not have the right to distribute the Software, either modified or not, to any third Party.
The rights granted here above do not include any rights to automatically obtain any upgrade or update of the Software, acquired or otherwise made available by InterDigital. Such deliverance shall be discussed on a case by case basis by the Parties.
Article 4. Ownership
Title to and ownership of the Software, the Documentation and/or any Intellectual Property Right protecting the Software or/and the Documentation shall, at all times, remain with InterDigital. Licensee agrees that except for the rights granted on copyright on the Software set forth in Section 2 above, in no event does anything in this Agreement grant, provide or convey any other rights, immunities or interest in or to any Intellectual Property Rights (including especially patents) of InterDigital or any of its Affiliates whether by implication, estoppel or otherwise.
Article 5. Publication/Communication
Any publication or oral communication resulting from the use of the Software shall be elaborated in good faith and shall not be driven by a deliberate will to denigrate InterDigital or any of its products. In any publication and on any support joined to an oral communication (for instance a PowerPoint document) resulting from the use of the Software, the following statement shall be inserted:
“HRFAE is an InterDigital product”
And in any publication, the latest publication about the software shall be properly cited. The latest publication currently is:
"Arxiv preprint (ref to come shortly)”
In any oral communication resulting from the use of the Software, the Licensee shall orally indicate that the Software is InterDigital’s property.
Article 6. No Warranty - Disclaimer
THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE ON AN “AS IS” BASIS. INTERDIGITAL MAKES NO WARRANTY THAT THE LICENSED TECHNOLOGY WILL OPERATE ON ANY PARTICULAR HARDWARE, PLATFORM, OR ENVIRONMENT. THERE IS NO WARRANTY THAT THE OPERATION OF THE LICENSED TECHNOLOGY SHALL BE UNINTERRUPTED, WITHOUT BUGS OR ERROR FREE. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED HEREUNDER WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED LIABILITIES AND WARRANTIES OF NONINFRINGEMENT OF INTELLECTUAL PROPERTY, FREEDOM FROM INHERENT DEFECTS, CONFORMITY TO A SAMPLE OR MODEL, MERCHANTABILITY, FITNESS AND/OR SUITABILITY FOR A SPECIFIC OR GENERAL PURPOSE AND THOSE ARISING BY STATUTE OR BY LAW, OR FROM A CAUSE OF DEALING OR USAGE OF TRADE.
InterDigital shall not be obliged to perform any modifications, derivative works, enhancements, upgrades, updates or improvements of the Software or to fix any bug that could arise.
Hence, the Licensee uses the Software at his own cost, risks and responsibility. InterDigital shall not be liable for any damage that could arise to Licensee by using the Software, either in accordance with this Agreement or not.
InterDigital shall not be liable for any consequential or indirect losses, including any indirect loss of profits, revenues, business, and/or anticipated savings, whether or not in the contemplation of the Parties at the time of entering into the Agreement unless expressly set out in the Agreement, or arising from gross negligence, willful misconduct or fraud.
Licensee agrees that it will defend, indemnify and hold harmless InterDigital and its Affiliates against any and all losses, damages, costs and expenses arising from a breach by the Licensee of any of its obligations or representations hereunder, including, without limitation, any third party, and/or any claims in connection with any such breach and/or any use of the Software, including any claim from third party arising from access, use or any other activity in relation to this Software.
The Licensee shall not make any warranty, representation, or commitment on behalf of InterDigital to any other third party.
Article 7. Open Source Software
InterDigital hereby notifies the Licensee, and the Licensee hereby acknowledges and accepts, that the Software contains Open Source Software. The list of such Open Source Software is enclosed in exhibit B and the relevant license are contained at the root of the Software when downloaded. Hence, the Licensee shall comply with such license and agree on its terms on at its own risks.
The Licensee hereby represents, warrants and covenants to InterDigital that The Licensee’s use of the Software shall not result in the Contamination of all or part of the Software, directly or indirectly, or of any Intellectual Property of InterDigital or its Affiliates.
Contamination effect shall mean that the licensing terms under which one Open Source software, distinct from the Software, is released would also apply, by viral effect, to the software to which such Open Source software is linked to, combined with or otherwise connected to.
Article 8. No Future Contract Obligation
Neither this Agreement nor the furnishing of the Software, nor any other Confidential Information shall be construed to obligate either party to: (a) enter into any further agreement or negotiation concerning the deployment of the Software; (b) refrain from entering into any agreement or negotiation with any other third party regarding the same or any other subject matter; or (c) refrain from pursuing its business in whatever manner it elects even if this involves competing with the other party.
Article 9. Term and Termination
This Agreement shall terminate at the end of the Limited Period, unless earlier terminated by either party on the ground of material breach by the other party, which breach is not remedied after thirty (30) days advance written notice, specifying the breach with reasonable particularity and referencing this Agreement.
Article 10. General Provisions
12.1 Severability. If any provision of this Agreement shall be held to be in contravention of applicable law, this Agreement shall be construed as if such provision were not a part thereof, and in all other respects the terms hereof shall remain in full force and effect.
12.2 Governing Law. Regardless of the place of execution, delivery, performance or any other aspect of this Agreement, this Agreement and all of the rights of the parties under this Agreement shall be governed by, construed under and enforced in accordance with the substantive law of the France without regard to conflicts of law principles. In case of a dispute that could not be settled amicably, the courts of Nanterre shall be exclusively competent.
12.3 Survival. The provisions of articles 1, 3, 4, 6, 7, 9, 10.2 and 10.6 shall survive termination of this Agreement.
12.4 Assignment. InterDigital may assign this license to any third Party. Such assignment will be announced on the website as defined in article 5. Licensee may not assign this agreement to any third party without the previous written agreement from InterDigital.
12.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements or understanding.
12.6 Notices. To have legal effect, notices must be provided by registered or certified mail, return receipt requested, to the representatives of InterDigital at the following address:
InterDigital
Legal Dept
975 avenue des champs blancs
35510 Cesson-Sévigné
FRANCE
=======================================================================
Exhibit A
Software
The Software is comprised of the following software and Documentation:
- README.md file that explains the content of the software and the procedure to use it.
- Source python files, as well as pretrained models
=======================================================================
Exhibit B
Open Source licenses
PIL http://www.pythonware.com/products/pil/license.htm
numpy https://numpy.org/license.html
tensorboardX https://github.com/lanpa/tensorboardX/blob/master/LICENSE
pytorch https://github.com/pytorch/pytorch/blob/master/LICENSE
torchvision https://github.com/pytorch/vision/blob/master/LICENSE
tensorboard_logger https://github.com/TeamHG-Memex/tensorboard_logger/blob/master/LICENSE
argparse https://github.com/ThomasWaldmann/argparse/blob/master/LICENSE.txt
yaml https://github.com/yaml/pyyaml/blob/master/LICENSE