This DIALOGUE MODEL AND DATA EVALUATION LICENSE AGREEMENT (this "Agreement") is a legal contract between a person who uses or otherwise accesses the Data (“User(s)”), and Nippon Telegraph and Telephone corporation ("NTT").
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING OR OTHERWISE ACCESSING NTT'S PROPRIETARY DIALOGUE MODEL AND DATA (INCLUDING THE MODEL AND DATA MODIFIED PURSUANT AND SUBJECT TO SECTION 1.) ACCOMPANIED BY THIS AGREEMENT (the "DATA"). THE DATA IS COPYRIGHTED AND IT IS LICENSED TO USER UNDER THIS AGREEMENT, NOT SOLD TO USER. BY USING OR OTHERWISE ACCESSING THE DATA, 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 IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE DATA AND DELETE ANY COPIES USER MAY HAVE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN USER AND NTT CONCERNING THE DATA.
A. NTT is the owner of all rights, including all patent rights, copyrights and trade secret rights, in and to the Data and related documentation listed in Exhibit A to this Agreement.
B. User wishes to obtain a royalty free license to use the Data 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 Data 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 and modify the Data only for the purposes of testing, analyzing, and evaluating the methods or mechanisms as shown in the research paper submitted by NTT to a certain academy. User may use the Data for providing dialogue service to end-users only for the purpose of testing, analyzing, and evaluating of the Data. User may make a reasonable number of backup copies of the Data 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 Data by any method that NTT deems appropriate. User shall be solely responsible for proper use of the Data.
3． Term. This Agreement is effective whichever is earlier (i) upon User’s acceptance of the Agreement, or (ii) upon User’s using and accessing the Data, 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, (ii) if User uses the Data in an ethically or socially unacceptable manner, and (iii) 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 use of the Data. User may terminate this Agreement at any time by User’s decision to terminate the Agreement to NTT and ceasing use of the Data. Upon any termination or expiration of this Agreement for any reason, User agrees to remove the Data and either return to NTT the Data and all copies thereof, or to destroy all such materials and provide written verification of such destruction to NTT upon request of NTT.
4．Proprietary Rights.
(a) The Data 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 Data shall remain the exclusive property of NTT at all times. User shall use not less than reasonable care in safeguarding the confidentiality of the Data.
(b) 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 DATA TO ANY THIRD PARTY; (ii) EXCEPT AS OTHERWISE PROVIDED HEREIN, COPY OR REPRODUCE THE DATA IN ANY MANNER; (iii) DISCLOSE THE DATA TO ANY THIRD PARTY, EXCEPT TO USER'S EMPLOYEES WHO REQUIRE ACCESS TO THE DATA FOR THE PURPOSES OF THIS AGREEMENT; (iv) USE THE DATA TO ANY THIRD PARTY EXCEPT FOR NON-COMMERCIAL EVALUATION PURPOSE OF THIS AGREEMENT( v) DISASSEMBLE, DECOMPILE, REVERSE ENGINEER OR TRANSLATE THE DATA; OR (ⅵ) ALLOW ANY PERSON OR ENTITY TO COMMIT ANY OF THE ACTIONS DESCRIBED IN (i) THROUGH (v) ABOVE.
(c) User shall take appropriate action, by instruction, agreement, or otherwise, with respect to its employees permitted under this Agreement to have access to the Data 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 Data. NTT SHALL HAVE THE SOLE RIGHT TO CONDUCT DEFEND ANY ACTTION RELATING TO THE DATA.
6． Disclaimer. THE DATA IS LICENSED TO USER "AS IS," WITHOUT ANY TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER ON THE 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 DATA, 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 DATA, IN CONNECTION WITH NTT'S PROVISION OF OR FAILURE TO PROVIDE SERVICES PERTAINING TO THE DATA, OR AS A RESULT OF ANY DEFECT IN THE DATA. 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 Data, may be sublicensed, assigned, or otherwise transferred by User without NTT's prior written consent.
9．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 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 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.
(g) This Agreement shall be governed by the laws of Japan, without regard to the conflict of laws principles. NTT and User agree that any claim asserted in any legal proceeding by one party against the other will be commenced and maintained exclusively in Tokyo district court in Japan.
EXHIBIT A
- Pre-trained dialogue model
- Fine-tuned dialogue model
- Dialogue datasets (EmpatheticDialogues, PersonaChats)