License for Blizzard 2013 Materials (Voice Factory audio book recordings, and associated Lessac data)

RESEARCH LICENCE AGREEMENT

between:

1. VOICE FACTORY INTERNATIONAL, INC., Eric Wood, President, Voice Factory International, 711 Brightwater Ct., Unit 3-C, Brooklyn, NY 11235 (“Voice Factory”) as licencor of the audio book recordings,

   and

2. LESSAC TECHNOLOGIES, INC having its principal office at 256 Highland Street, West Newton, MA 02465 USA ("Lessac") +1 617 916 1174, www.lessactech.com as licencor of the associated data and research software;

   Voice Factory and Lessac, hereinafter referred to as “Licencors”

   and

3. YOU (the "USER"):

Date 18 April 2024

WHEREAS
(a) Licencors are the owners and proprietors of the IPR (as defined below) in and to the Materials (as defined below).
(b) The User wishes to make use of the Materials for Research Purposes only.
(c) Licencors have agreed to grant a limited licence to the User on the following terms and conditions in relation to their interests in and to the Materials.
NOW THEREFORE IT IS AGREED as follows:-
1.
1.1 In this Agreement, unless the context requires otherwise, the following words and phrases shall have the meanings set opposite them:-
"Agreement" means this Research Licence Agreement as varied or amended in accordance with its terms;
"Commencement Date" the last day of acceptance of this licence;
"IPR" means patents, trade marks, registered designs (and applications for any of them) copyright, audio rights, unregistered design rights, database rights or other rights in databases, semiconductor topography rights, trade names, trade secrets or confidential information of any sort, and any similar or analogous rights as may apply anywhere in the world including the benefit of all registrations and applications to register any of the aforesaid and all rights in the nature of any of the aforesaid;
"Materials" means the computer software comprising:
(i) the “Audio Book Recordings”, being commercially produced audio books, with each audio file usually being chapter length
(ii) the “Text”, being text files, usually chapter length, that correspond to the Audio Book Recordings.
(ii) the 'Speech', being shorter phrase, sentence or paragraph length audio files containing short discrete portions of the Audio Book Recordings;
(iii) the 'Prompts', being text files containing transcripts corresponding to the Speech;
(iv) the 'Notes', being any other files comprising additional relevant information;
(v) the 'Labels', being ASCII text format files comprising other information related to the recordings, which may include but is not limited to time-aligned labels.

which at the Commencement Date make up the software package available for download to the User via the internet; and

"Research Purposes" means only those purposes associated with research and exploration (including for the purpose of the 2013 Blizzard Challenge) using, incorporating or based upon the Materials (in whole or in part) or any copies of the Materials, and for the avoidance of doubt excludes loading, executing, storing, transmitting, displaying, copying, reverse engineering, developing, adapting, amending or otherwise using the Materials for any commercial purpose, including the development, marketing, commercialisation, sale or licencing of voice synthesis or speech recognition products or services including, without limitation, voice synthesis products or services, speech recognition products and services, and other speech technology products and services. In addition, for the avoidance of doubt, the Audio Book Recordings are not licenced under this Agreement for use as audio books; the Audio Book Recordings are licenced under this Agreement exclusively for those purposes associated with research and exploration of speech technologies such as voice synthesis and speech recognition; the Audio Book Recordings are not licenced for stand-alone use.

1.2 In this Agreement:-
1.2.1 the singular includes the plural and vice versa;
1.2.2 unless otherwise stated, references to Clauses are to Clauses in this Agreement; and
1.2.3 "Party" means each of the Licencors and the User and the term "Parties" shall be construed accordingly.
2. Subject to the terms of this Agreement, this Agreement shall commence on the Commencement Date and shall continue thereafter unless earlier terminated, in accordance with clause 10.
3. In consideration of the continued observance by the User of all the terms and conditions contained in this Agreement:
3.1 Licencors shall make available to the User one copy of the Materials; and
3.2 Licensors hereby grant to the User a non-exclusive and non-transferable licence, without the right to sub-licence, to use the Materials exclusively for Research Purposes only throughout the world. No other rights or licences are granted by Licencors, other than as set out in this Clause 3.
4.
4.1 No limitation on liability shall apply in respect of liability for personal injury or death directly attributable to the negligence of Licencors in the supply of the Materials under this Agreement.
4.2 Subject to Clause 4.1, Licencors make no representations about the suitability of the Materials for any purpose and the Materials are provided "as is" without express or implied warranty; declaring that in no event shall Licencors be liable for any damages whatsoever arising out of or in connection with the use or performance of the Materials (or any part thereof); further declaring that without prejudice to the foregoing generality Licencors shall not be liable to the User in contract, delict, negligence, breach of statutory duty or otherwise for any loss, damage, cost or expense of an indirect or consequential nature (including any economic loss or other loss of turnover, profits, business or goodwill) arising directly out of or in connection with this Agreement or the subject matter of this Agreement.
5. The User undertakes to adopt all reasonable security measures needed to protect the IPR of Licencors in and to the Materials and undertakes to take all reasonable steps to ensure that no unauthorised use is made of the Materials.
6. The User shall be entitled to make a reasonable number of copies of the whole or any part of the Materials for back-up purposes.
7. The User agrees not to lend, hire, sell, distribute or otherwise part with the Materials in any manner not consistent with this Agreement without the express prior consent in writing of Licencors and subject to any conditions imposed by Licencors.
8. The licence granted hereunder is for the use by the User and the User is not permitted to allow the Materials to be used by any third party excepting always any associated company of the User or any third party which is providing facilities management, computer bureau and/or disaster recovery services (or similar services and howsoever so called) to the User. User acknowledges and agrees that its breach of this Agreement would cause serious and irreparable harm to Licencors which could not be adequately compensated for by money damages and, in the event of such breach, User hereby consents to an injunction being issued against or restraining it from any further such breach, but such injunctive relief shall not limit any other remedy which Licencors may have in the event of such breach.
9. In the event of the User or its employees or affiliates being approached by any other person or organisation, whether commercial or academic, which wants to open negotiations for the use of the Materials, the User shall refer the organisation or person directly to Licencors.
10.
10.1 In addition to, but without prejudice to the whole other rights and remedies of the parties under and in terms of this Agreement, either Party can terminate this Agreement at any time by serving written notice on the other Party.
10.2 On termination of this Agreement the User shall immediately destroy or procure the destruction of all copies of the Materials then in the User's possession or control and forthwith certify the same to Licencors.
10.3 Notwithstanding the provisions of Clause 10.1, the provisions of Clauses 4, 10.2, 13, 14 and 15 shall survive termination of this Agreement for any cause.
11. Failure by Licencors to exercise or enforce any rights in this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
12. If any provision of this Agreement is declared to be void or unenforceable by any judicial or administrative authority in any jurisdiction in which this Agreement is effective, such provision will be deemed to be severable and the parties shall each use their reasonable endeavours in good faith to modify this Agreement so that the intent of this Agreement can be legally carried out.
13. The interpretation and enforcement of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law). This Agreement shall inure to the benefit of the Licencors, their successors and assigns. The state and federal courts having jurisdiction over Boston, Massachusetts, United States of America, provide the exclusive forum for any court action between the parties relating to this Agreement. User submits to the jurisdiction of such courts, and waives any claim that such a court lacks jurisdiction over User or constitutes an inconvenient or improper forum.
14. User agrees to notify Licencors promptly in writing of any claim that the use of the Materials infringes any patent, audio rights, copyright, trade secret or other intellectual property right of a third party, to permit Licencors to defend, compromise, or settle the claim, and to provide all available information and assistance regarding such claim. Licencors shall not be liable for any costs, damages, or fees incurred by User on such action or claim unless authorized in writing by Licencors.
15. User will promptly notify Licencors if it obtains information about unauthorized possession, use or disclosure of the Materials and will cooperate with Licencors in any action deemed necessary by Licencors to protect their IPR at Licencors’ sole expense.