LANGUAGE RESOURCES
END-USER
AGREEMENT
(Agreement Ref. No. LC/ELDA/END-USER/2007/000/NAME)
This agreement
is made by and between:
".................................. ",
(hereinafter
called END-USER), having its
principal place of business at: ..........................
......................................................................................................................................................................................................... ,
and represented by: .................................................................................................................................................................... ,
acting as:....................................................................................................................................................................................... .
AND
ELDA S.A., (hereinafter called DISTRIBUTOR), the distribution agency
commissioned by ELRA, having its principal place of business at: 55-57 rue
Brillat Savarin - 75013
Société
Anonyme registered at the Tribunal de commerce de Paris (with a registered
capital of 250,000 €):
RCS
and represented by Mr. Khalid CHOUKRI, acting as the
Managing Director of ELDA,
-
both referred to as "the parties" -
whereby it is agreed as
follows:
1. Language
Resources, object of this
AGREEMENT, for which DISTRIBUTOR obtained distribution rights from the rightful
holder, are described in Exhibit A.
2. The site of use of the Language Resources is mentioned in Exhibit B.
3. Within this AGREEMENT END-USER is engaged
in bona fide language engineering
research activities.
4. Distributor grants End-User
the right to reproduce the Language
Resources temporarily or permanently, to translate, adapt, arrange and
modify by any means the Language
Resources, if one or all of these acts, which normally require an authorization from the Language
Resources owner, are necessary to access and make the
agreed use of the contents of the Language
Resources.
5. DISTRIBUTOR grants End-User the right to rework and build upon the Language Resources, or any component
thereof, as necessary or desirable for the purposes of their own internal
language engineering research activities. All rights granted hereunder are
perpetual, royalty free and worldwide.
6. END-USER is not permitted to distribute and
market any derivative product or service based on all or a substantial part of
the Language Resources.
7. END-USER is not permitted to make available
to the public all or any substantial part of the contents of the Language Resources, evaluated
quantitatively and/or qualitatively, by the distribution of copies, by renting,
leasing or any other form of distribution, including free or open-source ones.
8. End-User acquires no ownership, rights or title in
all or any parts of the Language
Resources.
9. Without prejudice to the other
provisions, the rights referred to herein shall be non transferable to any
other entity. The Language Resources shall not be
transferred to or accessed from any other site.
10. Distributor and Owners
accept no responsibility for the accuracy or completeness of the data or for
the consequences of their use. DISTRIBUTOR and Owners give no warranty for merchantability and/or
fitness for a particular purpose of the Language Resources. Language Resources are provided on an "as is with all defects"
basis. DISTRIBUTOR does not guarantee the quality or the adequate nature for
the intended use of the data.
11. END-USER and DISTRIBUTOR are independent
contractors. Nothing contained in this AGREEMENT shall be construed as creating
an employer-employee relationship, a partnership or a Joint Venture between VAR
and DISTRIBUTOR.
12. END-USER has no right or
authority to incur, assume or create, in writing or otherwise, any warranty,
liability or other obligation of any kind, express or implied, in the name of
or on behalf of DISTRIBUTOR, it being intended that each party shall remain an
independent contractor responsible for its own actions.
13. Neither party shall be
responsible for damages caused by the other party's non-fulfillment of
provisions of this AGREEMENT.
14. Both parties exclude all
liability of whatsoever nature for direct, consequential or indirect loss or
damage suffered by the other.
15. End-User shall give appropriate references to Distributor, as well as to the name and
reference of the Language Resources in
scholarly literature when the Language
Resources are mentioned. The following acknowledgement is required: "ELRA
catalogue (http://catalog.elra.info), LANGUAGE RESOURCE NAME, catalogue reference: ELRA-XXXX".
16. End-User shall not use the name of Distributor in any publication in any
manner that would imply an endorsement of End-User
or any product or service offered by End-User.
17. END-USER agrees to pay DISTRIBUTOR a compensation. The mode of payment and schedule of payments are
incorporated in Exhibit C and form part of this AGREEMENT.
18. This AGREEMENT is subject to, construed and
interpreted in accordance with the Law of France. Should it not be possible to
settle amicably differences of interpretation out of this AGREEMENT, then the
case shall be brought before the regular courts of law for a decision. The
"Tribunal de commerce de Paris" shall be the only competent court.
The entire AGREEMENT
is composed of the 18 articles herein together with Exhibits A, B, and C
thereafter.
In witness
whereof, intending to be bound, the parties hereto have executed this AGREEMENT
by their duly authorized officers.
AUTHORISED BINDING
SIGNATURES:
________________ ________________
On behalf of On
behalf of
Name: Name: Khalid CHOUKRI
Title: Title:
Managing Director
Date: Date:
EXHIBITS
Exhibit A: Description
of language resources
Exhibit B: SITE OF USE
EXHIBIT C:
Compensation