NEC Software Library Academic Use Licence Terms (the 'Terms')

THESE TERMS APPLY TO THE LICENSEE'S USE OF THE "SOFTWARE" AS IDENTIFIED BELOW 
(INCLUDING ANY PORTION OR ELEMENT OF THE SOFTWARE), INCLUDING ANY UPDATES TO 
THE SOFTWARE RECEIVED FROM NEC, AND BY DOWNLOADING OR USING THE SOFTWARE (OR 
RECEIVING ANY UPDATES TO THE SOFTWARE) THE LICENSEE AGREES TO BE BOUND BY THESE 
TERMS. 

THESE TERMS ARE A CONTRACTUAL AGREEMENT BETWEEN THE LICENSEE AND NEC. IF THE 
LICENSEE DOES NOT AGREE TO THESE TERMS, IT CANNOT DOWNLOAD THE SOFTWARE OR USE 
THE SOFTWARE FOR ANY PURPOSE.


1.	Software licence rights for Academic Use

1.1	The Licensee is granted a personal, non-exclusive, worldwide, 
non-transferrable, non-sublicensable, royalty-free and limited licence to use, 
reproduce, copy, create derivate works of and/or make modifications to the 
Software solely for Academic Use; and to use and copy the Documentation solely 
in connection with the rights granted in the foregoing.

1.2	The Licensee acknowledges that, unless otherwise expressly agreed in 
writing by NEC, the licence granted under clause 1.1 does not permit the 
commercial use of the Software for any purpose, including any distribution or 
resale of the Software (either directly, or indirectly as part of any package 
or bundle of software, cloud software or software as a service product), any 
use in collaborations between academic and commercial entities (including any 
funding of PhD activities by commercial entities), or any non-commercial use of 
the Software by a commercial entity.

1.3	For the avoidance of doubt, the Licensee is not permitted to use the 
Software and/or the Documentation under these Terms for any commercial purposes 
whilst representing that such use is a form of Academic Use. If NEC has the 
reasonable belief that the Licensee is using the Software and/or the 
Documentation for any commercial purposes then such use will be deemed a breach 
of these Terms and NEC may terminate the licence granted under these Terms with 
immediate effect in accordance with clause 7.2(a).

1.4	The Licensee must use the Software and/or the Documentation in 
accordance with any applicable laws and regulations, including any applicable 
import and export control laws, associated embargo and sanction rules and 
regulations relating to the export of software, or materials or products in 
connection with the export of software. For clarity, the parties acknowledge 
that the export control laws of United States and the export/import control 
laws of other countries may govern the use of the Software and/or the 
Documentation. The Licensee therefore agrees to comply fully with all relevant 
export laws and regulations, including those of Japan, European Union (and 
European Union member states), United Kingdom, and the United States, to ensure 
that the Software and/or the Documentation or any portion thereof is exported, 
directly or indirectly, in violation of export laws and regulations. This 
clause will survive the termination or expiration of these Terms.

1.5	The Licensee shall ensure that only its Representatives use the 
Software and that such use is at all times in accordance with these Terms. The 
Licensee shall procure that each Representative is aware of, and complies with, 
the obligations and restrictions imposed on the Licensee under these Terms. 

1.6	The Licensee shall be liable for the acts and omissions of its 
Representatives as if they were its own, and shall not provide access to the 
Software (or permit access by) anyone other than a Representative.

1.7	If the Licensee wishes to use the Software, the Documentation and/or 
any Derivative Works for commercial purposes then it must enter into a separate 
commercial licence agreement with NEC, on such terms as NEC acting in its sole 
discretion requires from time to time. For the avoidance of doubt, NEC reserves 
the right to not enter into any such commercial licence agreement or other 
arrangements with the Licensee or any third party.


2.	Licence rights regarding Derivative Works

2.1	If the Licensee develops any derivate works of the Software, any part 
of the Software and/or any modifications to the Software, either as the result 
of a pull request received by NEC from the Licensee or a Representative or 
otherwise (each a 'Derivative Work') or any product or service that uses or 
incorporates any Derivative Works then:
(a)	subject to clause 5.1, as between the Licensee and NEC, all 
Intellectual Property Rights in the Derivative Works belong to and shall remain 
vested in the Licensee;
(b)	the Licensee hereby grants to NEC a perpetual, fully paid-up, 
non-exclusive, royalty-free, transferrable, sublicensable, irrevocable licence 
to use, copy, modify, reproduce and/or create derivate works of the Derivative 
Works for any purpose; 
(c)	the Licensee must provide NEC a copy of the source code of any 
Derivative Works via its code repository located at https://github.com/nec-research/DIMOS;
(d)	the Licensee must provide a copy of these Terms with the Derivative 
Work(s);
(e)	the Licensee must prominently display "Built using NEC technology" on 
any related software description, website, user interface, about page, software 
specification or other technical documentation; and
(f)	the Licensee must include in any notice text file distributed as part 
of any Derivate Work: "[Derivate Work] is licensed under the NEC Software 
Library Academic License. Copyright © 2025 NEC Laboratories Europe GmbH. All 
Rights Reserved. 

2.2	The Licensee is only permitted to use any Derivative Works for Academic 
Use. The Licensee is not permitted to use any Derivative Works for commercial 
use, or to permit or otherwise enable any third party to use any Derivative 
Works for commercial use. Section 1 of the Terms do accordingly apply. 


3.	Acceptable use policy

3.1	As a condition of use, the Licensee agrees not to use the Software, nor 
permit it to be used by any Representative or otherwise: 
(a)	for any purpose that is unlawful under any applicable law or prohibited 
by these Terms; 
(b)	to commit any act of fraud or money laundering or otherwise be used in 
any activities that are deceptive or harmful to others; 
(c)	to create, store, access, transfer to any third party or otherwise 
distribute any code or device intended to interfere with, or having the effect 
of interfering adversely with, the operation of any hardware or software, 
including any virus, disabling code (including code intended to limit or 
prevent any use any software or system) or other malicious software (including 
bugs, worms, logic bombs, malware, trojan horses, ransomware and spyware), or 
any other material which is unlawful;
(d)	for the purposes of promoting unsolicited advertising or sending spam, 
or for the creation or promotion of disinformation;
(e)	for the purposes of creating, promoting or furthering any defamatory 
content, including any defamatory statements, images or other media;
(f)	to simulate communications from any third party service or entity (i.e. 
phishing communications) in order to collect identity information, 
authentication credentials, or other information; 
(g)	in any manner that disrupts the operations, business, equipment, 
websites or systems of any person or entity (including any denial of service 
and similar attacks);
(h)	in any manner that harms or may endanger minors or any other person, or 
may cause damage or loss to any tangible property or the environment;
(i)	to gain unauthorised access to or use of any computers, data, systems, 
accounts or networks of any person;
(j)	to attempt to circumvent any security controls or mechanisms; 
(k)	in any manner that engages in or promotes the harassment, abuse, 
bullying or discrimination of any individuals or groups of individuals; 
(l)	in any manner that violates, infringes upon, or misappropriates the 
Intellectual Property Rights or proprietary rights of NEC or any third party; 
(m)	to sell, publish, rent, lease or otherwise commercialise the Software 
or any Derivative Work, or assist any third party in relation to the same; or
(n)	to reverse engineer, decompile or disassemble the Software except and 
solely to the extent permitted under these Terms.


4.	No warranty

4.1	The Software and Documentation (including any part thereof and/or any 
updates provided under these Terms) (together the 'NEC Materials') are provided 
"as is" and without warranty to the maximum extent permitted by law. To the 
extent permitted by law, NEC gives no express or implied warranties, 
guarantees, conditions or obligations under these Terms, including any express 
or implied terms relating to quality, fitness for any particular purpose, 
title, non-infringement, or ability to achieve a particular result. 

4.2	The Licensee acknowledges that it is solely responsible for determining 
the appropriateness of using the NEC Materials and assumes any and all risks 
associated with its use of the NEC Materials, any Derivative Works and/or any 
other outputs or results relating to any of the foregoing.


5.	Intellectual property rights

5.1	As between the Licensee and NEC, all rights, including all Intellectual 
Property Rights, in the NEC Materials belong to and shall remain vested in NEC. 
Except for the rights expressly granted in these Terms, the Licensee and/or any 
Representative shall not acquire in any way any title, rights of ownership, or 
any other Intellectual Property Rights or other rights of any nature in the NEC 
Materials and no Intellectual Property Rights or other rights are transferred 
or licensed as a result of these Terms.

5.2	The Licensee acknowledges and agrees that certain aspects of the 
Software provided under these Terms are based on or powered by Open Source 
Software, either developed by NEC (and which is not based on or derived from 
Open Source Software licensed to NEC) or derived from, or incorporated into 
and/or distributed with other Open Source Software licensed to NEC.

5.3	NEC may use any feedback and suggestions for improvement relating to 
the NEC Materials provided by the Licensee or any Representative without charge 
or limitation ('Feedback'). The Licensee hereby assigns (or shall procure the 
assignment of) all Intellectual Property Rights in the Feedback with full title 
guarantee (including by way of present assignment of future Intellectual 
Property Rights) to NEC at the time such Feedback is first provided to NEC.

5.4	The Licensee acknowledges that the Software may collect information 
about its use of the NEC Materials under these Terms. NEC may use this 
information to provide and/or improve its services and products. 

5.5	If the Licensee (including any Representatives) institutes any claim or 
other proceedings against NEC or any other entity alleging that any NEC 
Materials (including any outputs or results), or any part thereof, constitute 
an infringement of any third party rights, including any Intellectual Property 
Rights, then any rights granted to the Licensee under these Terms shall 
immediately terminate.  

5.6	The Licensee shall indemnify NEC from and against any losses, claims, 
damages, liability, costs (including legal and other professional fees) and 
expenses incurred by NEC as a result of or in connection with any third party 
action, demand or claim relating to use of the Software and the Documentation 
if such use is against these Terms or to any transmission, receipt, copying, 
installation, use, possession or other utilisation of any Derivative Work.


6.	Limitation of liability
6.1	To the extent permitted by law, NEC shall not be liable to the Licensee 
(and/or its Representatives) under these Terms for any consequential, indirect 
or special losses, any loss of profit or revenue; destruction, loss of use or 
corruption of data; loss or corruption of software or systems; loss or damage 
to equipment; loss of opportunity; and/or harm to reputation or loss of 
goodwill.

6.2	Subject to clause 6.1 and to the extent permitted by law, NEC's 
aggregate liability to the Licensee (and/or its Representatives) under these 
Terms shall not exceed €500.

6.3	The rights and remedies provided under these Terms are in addition to, 
and not exclusive of, any rights or remedies provided by law.


7.	Term and termination

7.1	These Terms shall commence upon the sooner of the Licensee's: (i) 
acceptance of these Terms; or (ii) access to or download of any of the NEC 
Materials, and will continue in full force and effect until terminated in 
accordance with the provisions of these Terms.

7.2	NEC may terminate these Terms with immediate effect without notice if: 
(a)	the Licensee (including any Representatives) is in breach of any 
provision of these Terms; 
(b)	the Licensee takes or has taken against it (other than in relation to a 
solvent restructuring) any step or action towards its entering bankruptcy, 
administration, provisional liquidation or any composition or arrangement with 
its creditors, or it entering into a procedure in any jurisdiction with a 
similar effect to a procedure listed above; or 
(c)	the Licensee undergoes a change in beneficial ownership of more than 
50% of the issued share capital of the company or a change in the legal power 
to direct or cause the direction of the general management of the company. 

7.3	Upon termination of these Terms for any reason:
(a)	all rights granted by NEC under these Terms shall immediately cease; 
(b)	the Licensee shall (and shall ensure that its Representatives shall) 
cease all use of the NEC Materials;
(c)	the Licensee shall (and shall procure that each Representatives shall) 
destroy and delete or, if requested by NEC, return any copies of the Software 
and/or the Documentation in its possession or control (or in the possession or 
control of any Representative); and
(d)	any provision of these Terms that expressly or by implication is 
intended to continue in force on or after termination or expiry of these Terms 
shall remain in full force and effect.


8.	General

8.1	Assignment. The Licensee shall not assign, transfer, mortgage, charge, 
subcontract, delegate, declare a trust over or deal in any other manner with 
any of its rights and obligations under these Terms without the prior written 
consent of NEC. NEC may at any time assign, mortgage, charge, delegate, declare 
a trust over or deal in any other manner with any or all of its rights under 
these Terms.

8.2	Variation. No variation of these Terms shall be effective unless it is 
in writing and signed by the parties (or their authorised representatives).

8.3	Entire agreement. These Terms constitute the entire agreement between 
NEC and the Licensee and supersedes and extinguishes all previous agreements 
and understandings between them, whether written or oral, relating to its 
subject matter.

8.4	No partnership or agency. NEC and the Licensee are independent and are 
not partners or principal and agent and these Terms does not establish any 
joint venture, trust, fiduciary or other relationship between them, other than 
the contractual relationship expressly provided for in it. Neither NEC or the 
Licensee shall have, nor shall represent that it has, any authority to make any 
commitments on the other's behalf.

8.5	Severance. If any provision of these Terms (or part of any provision) 
is or becomes illegal, invalid or unenforceable, the legality, validity and 
enforceability of any other provision of these Terms shall not be affected.

8.6	Waiver. A waiver of any right or remedy under these Terms or by any 
applicable law is only effective if given in writing and shall not be deemed a 
waiver of any subsequent right or remedy. A failure or delay to exercise any 
right or remedy provided under these Terms or by law shall not constitute a 
waiver of that or any other right or remedy, nor shall it prevent or restrict 
any further exercise of that or any other right or remedy. No single or partial 
exercise of any right or remedy provided under these Terms or by any applicable 
law shall prevent or restrict the further exercise of that or any other right 
or remedy.

8.7	Third party rights. Nothing in these Terms confers or purports to 
confer on any third party any right to enforce any provision of these Terms.

8.8	Further assurance. The Licensee (at its own cost) shall, and shall use 
all reasonable endeavours to procure that any necessary third party shall, 
promptly execute and deliver such documents and perform such acts as may 
reasonably be required for the purpose of giving full effect to these Terms.

8.9	Governing law and jurisdiction. These Terms and any dispute or claim 
(including non-contractual disputes or claims) arising out of or in connection 
with it or its subject matter or formation shall be governed by and construed 
in accordance with the law of England and Wales. Any dispute or claim arising 
out of, or in connection with these Terms or its subject matter or formation 
(including non-contractual disputes or claims) shall be subject to the 
exclusive jurisdiction of the courts of England and Wales. 


9.	Definitions and interpretation
In these Terms the following words and expressions shall have the following 
meanings:

9.1	"Academic Use" means the use by accredited educational or research 
institutions for non-commercial purposes, including academic research and/or 
teaching. 

9.2	"Documentation" means description and specification of the Software, or 
the relevant instructions as to how to use the Software, or other technical 
manuals or documentation for the Software as made available by NEC from time to 
time.

9.3	"Intellectual Property Rights" means any and all copyright, rights in 
inventions, patents, know-how, trade secrets, trade marks and trade names, 
service marks, design rights, rights in get-up, database rights and rights in 
data, semiconductor chip topography rights, utility models, domain names and 
all similar rights and, in each case: (a) whether registered or not; (b) 
including any applications to protect or register such rights; (c) including 
all renewals and extensions of such rights or applications; (d) whether vested, 
contingent or future; and (e) wherever existing.

9.4	"Licensee" means the legal entity accessing or downloading the Software 
under these Terms.

9.5	"NEC" means NEC Laboratories Europe GmbH, a company incorporated under 
the laws of Germany with registration number HRB 728558 (VAT No.: DE313703076), 
being established at Kurfuersten-Anlage 36, 69115 Heidelberg, Germany.

9.6	"NEC Software Library" means the software library as available at 
https://github.com/nec-research/DIMOS.

9.7	"Open Source Software" means software which is included or combined 
with the Software and which is provided to NEC under terms and conditions other 
than those set out under these Terms, including any ‘open source’ software 
falling within the Open Source Definition issued by the Open Source Initiative 
(www.opensource.org/docs/osd) and/or any ‘free software’ as defined by the Free 
Software Foundation (www.gnu.org/philosophy/free-sw.html).

9.8	"Representatives" means, as applicable, the employees, contractors, 
officers, directors, agents, students of the Licensee and/or any other 
representatives acting on the Licensee's behalf.

9.9	"Software" means the applicable software accessed or downloaded from 
the NEC Software Library.

9.10	Clause and paragraph headings shall not affect the interpretation of 
these Terms.

9.11	A reference to legislation or a legislative provision is a reference to 
it as amended, extended or re-enacted from time to time, and shall include all 
subordinate legislation made from time to time under that legislation.

9.12	The provisions in these Terms shall apply to the exclusion of any other 
terms that the Licensee seeks to impose or incorporate, or which are implied by 
law, trade custom, practice or course of dealing.

9.13	Any words following the terms including, include, in particular, for 
example or any similar expression shall be interpreted as illustrative and 
shall not limit the sense of the words preceding those terms.

9.14	These Terms are drafted in the English language. Any notice or other 
communication given under or in connection with these Terms shall be in 
English. All other documents provided under or in connection with these Terms 
shall be in English, or accompanied by a certified English translation. The 
English language version of these Terms and any notice, communication or other 
document relating to these Terms shall prevail over any translation and any 
version in any other language.

