Commercial License Agreement for the
CALLHOME Lexicon Databases
This AGREEMENT is made and entered into as of this ___________ day of
____________("Effective Date"), by and between the Linguistic Data Consortium, LDC,
("LICENSOR") , and __________________________________("LICENSEE).
This Agreement is entered into with reference to the following facts:
- LICENSOR is developing a set of lexical databases. LICENSOR desires to
make the lexical databases available to LDC's members, and to receive members'
comments in order to improve the databases.
- The parties intend, by entering into this Agreement, to grant
LICENSEE rights of commercial use in one or more Lexical Database(s) as
specified in EXHIBIT A.
As used herein, the following terms have the following defined
- "Database". (1) Each of the specific LDC lexical databases
listed or described in EXHIBIT A, and (2) any accompanying software,
documentation, corrections, upgrades, and related materials, in
whatever forms, formats, and Media that are supplied by LICENSOR under
- "Version". Any edition, modification, or re-issue of the
database or part of the database which is designated by LDC as a new
- "Dictionary Use". The reproduction of all or any part of a
dictionary database for resale or distribution as part of a product
that permits the End User to (i) look up any word and obtain
information about that word if that word is in the database of the
product; and (ii) review alternative words and their associated
information (which alternative words may be alphabetically surrounding
the unknown word) if the word input by the End-User is not in the
database of the product.
- "End User". An ultimate user (i.e., not a reseller) of a
- "including". Whenever examples are used with the word
"including" (or any derivation thereof), such examples are
illustrative only and do not limit the generality of the words
accompanying the word "including" (or any derivation thereof).
- "in perpetuity". The most extensive period of time permitted,
including renewal and extension periods, if any, by any applicable
copyright or other law.
- "Licensed Product(s)". Any existing or future electronic or
software product created by or for LICENSEE which utilizes and/or
incorporates the Database, or any portion or derivative work thereof,
and any third party products which utilize and/or incorporate the
Database pursuant to a permitted sublicense, including any and all
documentation and software, in any Media.
- "Media". Any device or means by which a Licensed Product is
distributed, including optical disc, CD-ROM or floppy disk.
- LICENSOR grants to LICENSEE a non-exclusive, royalty-free,
worldwide license to:
- modify, create derivative works based upon, and rearrange the
Databases ordered, or any component thereof, as necessary or desirable to
utilize and/or incorporate the Database or derivative works thereof in
Licensed Products; and
- reproduce, manufacture, license, and distribute, and sell, rent,
or lease copies of, the Licensed Products to End-Users (except the
text corpus), directly or indirectly; and
- grant sublicenses to third parties to do either or both of the
foregoing, only with prior written approval of LICENSOR.
- LICENSEE and/or its permitted sublicensees shall have the right
to secure copyright protection for Licensed Products as derivative
works in LICENSEE's or its permitted sublicensee's own name in all
countries and territories where such protection is available and to
exploit the copyright in Licensed Products, provided, however, that
nothing herein shall be deemed to transfer any ownership rights held
by LICENSOR in the Database to LICENSEE.
- The following restrictions apply to LICENSEE'S rights in the
- LICENSEE and its sublicensees shall distribute or license the
Database and/or derivative works thereof only as a part of,
or incorporated into, Licensed Products.
- Neither LICENSEE nor its sublicensees shall market the Database
as a ``standalone'' product or as a component of a product in a form
identical or substantially similar to the Database.
- Licensed Products shall not be marketed primarily for Dictionary
Use and shall not have Dictionary Use as a principal content element,
provided, however, that a Licensed Product may have Dictionary Use as
a principal element if the primary dictionary data for such product is
based wholly on material other than the Database.
This Agreement shall begin on the Effective Date and shall continue in
perpetuity, subject only to termination for cause pursuant to Section I.
D. Delivery and Acceptance
E. Licensed Product Marketing And Manufacture
- Upon LICENSEE's execution of this Agreement, LICENSOR shall
deliver the Database to LICENSEE.
- LICENSOR shall continue to deliver succeeding Versions of the
Database to LICENSEE, provided LICENSEE is a paid-up member of the LDC
for the Membership Year in which such Version is released.
- LICENSEE acknowledges and agrees that the Database is licensed
on an ``as is with all defects'' basis and, subject only to subsection
2 of this Section D, is provided without maintenance, support or
improvements. Accordingly, LICENSOR shall not be required to make any
corrections, or provide maintenance, or provide updates to LICENSEE,
or assist LICENSEE in the understanding or use of the Database. No
guarantee is made that the dictionary is adequately or completely
described in the documentation.
- Notwithstanding subsection 3 of this Section D if LICENSOR makes
corrections or provides maintenance or updates to the Database to any
other member of LDC, LICENSOR shall offer such corrections,
maintenance and/or updates to LICENSEE, if LICENSEE is a member of
F. Licensor Disclaimer of Warranties, Indemnities and Limitation
- Except as otherwise agreed in writing by LICENSOR, LICENSEE and
its permitted sublicensees shall not use or publish, in connection
with the marketing or promotion of Licensed Products, any trade name
or trademark now or hereafter used by LICENSOR that is associated with
LICENSOR or the Database. Where LICENSOR does authorize such a use,
LICENSEE and its sublicensees shall display the appropriate trademark
symbol and a notice of LICENSOR's ownership of the trade name or
trademark whenever such name or mark is first used in any
advertisement, brochure or product packaging.
- LICENSEE shall have the sole discretion to set and determine all
terms and conditions of manufacture, sale and/or licensing of Licensed
Products, including price, position, distribution channels, and name.
LICENSEE and its permitted sublicensees shall be entitled to
subcontract the manufacture or reproduction of all or any portion of
- Subject only to subsection 1 of this Section E,
LICENSEE shall have the sole discretion to develop and approve all
Licensed Product packaging, marketing materials and activities.
G. Licensee Representations, Warranties and Indemnities
- LICENSEE AKNOWLEDGES AND AGREES THAT LICENSOR MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY WITH WHATEVER
DOCUMENTATION IS PROVIDED.
- In no event shall LICENSOR be liable for special, direct,
indirect, consequential, punitive, incidental, or other damages,
losses, costs, charges, claims, demands, fees or expenses of any
nature or kind arising in any way from LICENSOR's furnishing or
LICENSEE's use of the Database.
- LICENSEE represents and warrants as follows:
- Any copy of a Licensed Product distributed by LICENSEE shall
contain a valid copyright notice, and LICENSEE's permitted sublicense
agreements shall require the same; and
- LICENSEE shall not distribute or license Licensed Products except
pursuant to the terms of this Agreement.
- LICENSEE agrees to indemnify, defend and hold harmless LICENSOR
from and against any and all claims, demands, losses, or damages
(including attorneys' fees, costs, and expert witnesses' fees) arising
out of or resulting from LICENSEE's use of any Database ordered or
breach of this agreement. LICENSOR shall give LICENSEE prompt notice of any
claim in respect of which LICENSOR requests indemnification.
LICENSEE's indemnity obligations as set forth in this subsection shall
survive any termination of this Agreement.
LICENSEE shall at all times hereafter protect the confidentiality of
the Databases using measures at least as strong as those used by
LICENSEE in protecting its own proprietary software and documentation.
LICENSEE further agrees not to disclose the Databases, in whole or in
part, to any third party or entity.
- Without limiting any other rights either party may have, it is
specifically understood and agreed that if either party breaches this
Agreement, by failing to perform or comply with any material term or
provision hereof, and fails to remedy or cure such breach withing
thirty (30) days after receiving notice from the other party of such
breach, the other party shall have the right, at its sole option and
upon notice to the defaulting party, to terminate this Agreement. If
the party receiving notice of breach is unable to cure such breach due
to the nature of such breach, such party shall be deemed to have cured
such breach if, within thirty (30) days after receipt of such notice,
such party has taken reasonable steps to prevent a recurrence of such
breach, provided, however, that if the same breach occurs twice in any
18-month period, the foregoing shall not apply to the second
occurrence of any such breach. The rights and remedies provided in
this Section I shall not be exclusive and are in addition to any other
rights and remedies provided by law or this Agreement.
- If the Agreement is terminated for cause by either party
pursuant to subsection 1 of this Section I, the following shall apply:
- LICENSEE shall cease the reproduction or manufacture of the
Licensed Products, except in such quantities as are sufficient or
necessary to fill orders received by LICENSEE prior to such expiration
- LICENSEE shall cease the execution of any further permitted
sublicense agreements authorizing the reproduction and distribution
of Licensed Products (i.e., products containing the Database or any
derivative work thereof), but sublicense agreements executed prior to
termination shall remain in effect for their respective terms.
- Each party shall forthwith return to the other all papers,
materials and other property of the other held by each pursuant to
this Agreement, and each party shall assist the other in effecting an
orderly termination of the business affairs contemplated hereunder.
However, LICENSEE shall be entitled to retain copies of the Database
for support of its LICENSEES and End-Users and for internal use.
- This Agreement shall be construed and controlled by the laws of
the Commonwealth of Pennsylvania. Process may be served on either
party by U.S. Mail, postage prepaid, certified or registered, return
receipt requested, or by such other method as is authorized by law.
- All notices and requests in connection with this Agreement shall
be deemed given as of the day they are (i) deposited in the U.S. mails,
postage prepaid, certified or registered, return receipt requested; or
(ii) sent by overnight courier, charges prepaid, with a confirming
fax; and addressed as follows:
In the case of LICENSOR: In the case of LICENSEE:
Linguistic Data Consortium
University of Pennsylvania
3600 Market Street, Suite 810
Philadelphia, PA 19104-2653
L. Entire Agreement
- Neither party may assign this Agreement, or any portion thereof,
to any third party unless the other party expressly consents to such
assignment in writing. Any attempted assignment without that consent
shall give the other party the right to terminate this Agreement.
- This Agreement is intended solely as a license agreement, and
no partnership, joint venture, agency or other form of agreement of
relationship is intended.
- The captions of various paragraphs of this Agreement are solely
for the purpose of convenience and shall not be relied upon in
construing any provision hereof.
- Subject to the limitations contained herein expressed, this
Agreement will inure to the benefit of and be binding upon the
parties, their successors, administrators and permitted assigns.
- LICENSEE shall acknowledge LICENSOR in appropriate citations in scholarly
literature when reference is made to any Databases. LICENSEE shall not
use the name of LDC in any publication in any manner that
would imply an endorsement of LICENSEE or any product or service
offered by LICENSEE.
- If one or more of the provisions of this Agreement
shall be held to be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
- No waiver by either party of any rights hereunder
shall be valid unless it shall be in writing signed by that party.
The failure of either party to insist upon strict performance of any
provision of the Agreement shall not be construed as a waiver of such
- LICENSOR and LICENSEE represent that the individuals signing
below are duly authorized to sign this Agreement on behalf of LICENSOR
and LICENSEE, respectively.
This Agreement, together with Exhibit A hereto, which is incorporated herein by
this reference, constitutes the full and complete understanding between the
parties and supersedes all prior and contemporaneous understandings, whether
written or oral, with respect to the subject matter hereof. This Agreement
may not be modified except by a written instrument signed on behalf of
LICENSOR and LICENSEE by their duly authorized representatives.
IN WITNESS WHEREOF, intending to be bound, the parties hereto have
hereunto set their hands and seals and duly executed this Agreement.
Linguistic Data Consortium [NAME OF LICENSEE]
By _____________________________ By ____________________________
Name Christopher Cieri Name __________________________
Title Executive Director Title _________________________
Date ___________________________ Date __________________________
The CALLHOME Lexicon Database(s) and version(s) covered by this
license is (are) as follows:
Other descriptive or identifying information: _____________________
- The CALLHOME American English Lexicon (PRONLEX) ______
- The Egyptian Colloquial Arabic Lexicon ______
- The CALLHOME German Lexicon ______
- The CALLHOME Japanese Lexicon ______
- The CALLHOME Mandarin Chinese Lexicon ______
- The CALLHOME Spanish Lexicon ______
Licensee shall send a signed copy of this agreement by facsimile to LDC, fax number (+1) 215 573-2175. Alternately, Licensee shall email an electronic version of the signed agreement to LDC at email@example.com