VERSION 0.9 BETA ACADEMIC LICENCE
IMPORTANT - PLEASE READ CAREFULLY: This
software licence (“Licence”) is a legally
binding agreement between you (“You”) and
McMaster University (“McMaster”) for the
SayWhen version 1.0 software.
IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENCE,
CLICK THE DOWNLOAD LINK AT THE BOTTOM OF THIS
AGREEMENT TO DOWNLOAD THE SOFTWARE. IF YOU DO NOT
AGREE TO THE TERMS OF THIS LICENCE, YOU ARE NOT
AUTHORIZED TO USE THE SOFTWARE AND MUST NOT INSTALL,
COPY, OR USE THE SOFTWARE.
This is an agreement between McMaster and You
personally. By agreeing to the terms of this Licence,
You indicate that You agree to be bound by the terms
of this Licence and You represent and warrant that You
have the legal authority to enter into this Licence.
This Licence is for the SayWhen version 1.0 software,
including any related documentation (together, the
3. OWNERSHIP OF SOFTWARE
You acknowledge that McMaster owns all right, title
and interest in the copyright and all other
intellectual property rights in the Software. McMaster
does not grant You any ownership interest in the
Software and only licenses You to use the Software in
accordance with the terms of this Licence. No rights,
title or interest in or to any official mark,
trade-mark, service mark, logo or trade name of
McMaster is granted to You under this Licence.
4. AUTHORIZED USES
Provided You comply with all the terms and conditions
of this Licence, McMaster grants You a permanent,
non-exclusive, non-transferable, license for use of
the Software in executable code for academic or
research purposes. You may make one copy of the
Software for backup purposes, provided You reproduce
all copyright and other proprietary notices contained
on or in the original copy of the Software and attach
a copy of this Licence to the backup copy.
5. AUTHORIZED USERS
McMaster licenses the Software for use only by You and
any faculty, students, employees and agents over whom
You have direct control and who agree to be abide by
the terms of this Licence (‘Authorized Users’). You
are responsible for ensuring that the Authorized Users
comply with the terms of this Licence and are directly
liable for any infringement of the terms of this
Licence by any Authorized User.
6. PROHIBITED USES
You must not:
1. sell, sublicense, rent, loan or otherwise
distribute copies of the Software;
2. include the Software as a component of a
commercial product (any such use requires McMaster’s
prior written consent) or use it for any other
3. publicly perform or display the Software,
including making the Software available for download
to anyone else on any computer system or network;
4. reverse engineer, translate, disassemble,
decompile or otherwise modify the Software; or
5. remove or obscure any copyright, trade-mark or
other proprietary notices from the Software.
7. DELIVERY OF SOFTWARE
McMaster will provide You with the Software via web
delivery after You have executed this Agreement.
8. DISCLAIMER OF WARRANTIES
The Software has been developed as part of research
conducted at McMaster and is experimental in nature.
MCMASTER IS PROVIDING YOU WITH THE SOFTWARE “AS IS”
WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED.
MCMASTER EXPRESSLY DISCLAIMS AND EXCLUDES ALL
WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES THAT THE SOFTWARE IS MERCHANTABLE,
ACCURATE OR FIT FOR A PARTICULAR PURPOSE. MCMASTER
DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR
REQUIREMENTS OR THAT USE OF THE SOFTWARE WILL
PRODUCE A DESIRED RESULT, OR THAT THE SOFTWARE WILL
OPERATE UNINTERRUPTED, OR ERROR FREE, OR THAT ANY
DEFECTS IN THE SOFTWARE WILL BE CORRECTED. MCMASTER
DOES NOT WARRANT THAT THE USE OF THE SOFTWARE WILL
NOT INFRINGE ANY PATENT, COPYRIGHT, TRADE-MARK OR
9. ASSUMPTION OF RISK
YOU ASSUME ALL RISK AND RESPONSIBILITY FOR THE
SELECTION, INSTALLATION, USE, QUALITY, PERFORMANCE,
AND RESULTS OBTAINED FROM THE SOFTWARE.
10. LIMITATION OF LIABILITY
IN NO EVENT WILL MCMASTER BE LIABLE TO YOU, OR ANY
OTHER PERSON OR ENTITY, FOR ANY DAMAGES OF ANY KIND,
INCLUDING LOST PROFITS, DATA, BUSINESS INTERRUPTION
OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN
ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE
SOFTWARE, ITS USE OR PERFORMANCE, OR THIS LICENCE,
EVEN IF MCMASTER HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
IN CONSIDERATION FOR THE BENEFITS OBTAINED UNDER
THIS LICENCE, YOU WILL INDEMNIFY AND HOLD HARMLESS
MCMASTER AGAINST ANY CLAIMS, LIABILITY, LOSS,
DAMAGE, COSTS OR EXPENSES, INCLUDING REASONABLE
LEGAL COSTS, RESULTING FROM YOUR POSSESSION AND OR
USE OF THE SOFTWARE.
12. THIRD PARTY RIGHTS
THE SOFTWARE MAY BE DEPENDENT ON PROGRAMS, OPERATING
SYSTEMS OR OTHER INTELLECTUAL PROPERTY OF THIRD
PARTIES WHICH MAY REQUIRE THIRD PARTY LICENCES.
COMPLIANCE TO TERMS AND PAYMENT OF FEES ASSOCIATED
WITH THESE THIRD PARTY LICENCES ARE THE SOLE
RESPONSIBILITY OF YOU AND ARE NOT INCLUDED IN THIS
McMaster will not provide any support in relation to
Your use of the Software.
14. ACKNOWLEDGMENT OF MCMASTER
If You use or reference the Software in any
publication (including scientific publications,
electronic documents and websites) or derivative
work You must include appropriate acknowledgment of
McMaster and must acknowledge the authors of the
Software by including the following acknowledgment:
Jansen, P. A., & Watter, S. (2008). SayWhen: An
automated method for high-accuracy speech onset
detection. Behavior Research Methods, 40, 744-751.
During the term of this Licence, and for a term of
one year after termination, McMaster may, upon
reasonable notice, enter Your premises to perform
reasonable audit and inspection procedures to
confirm that You are complying with the terms and
conditions of this Licence. You must cooperate in
any such inquiry.
16. TERM AND TERMINATION
This Licence commences on the date is electronically
or physically delivered to You and continues in
effect unless it is terminated earlier by McMaster.
It may be terminated by McMaster immediately without
notice if You fail to comply with any of the terms
and conditions of this Licence. Upon termination of
this Licence, Your rights to use the Software
terminate and You must immediately stop using the
Software, uninstall and return to McMaster all
copies of the Software and any user documentation in
Your possession or control.
17. US GOVERNMENT END USERS
The Software may qualify as "commercial items," as
that term is defined in the U.S. Federal Acquisition
Regulation ("FAR") (48 C.F.R.) 2.101, consisting of
"commercial computer software" and "commercial
computer software documentation" as such terms are
used in FAR 12.212. Consistent with FAR 12.212 and
DoD FAR Supp. 227.7202-1 through 227.7202-4, and
notwithstanding any other FAR or other contractual
clause to the contrary in any agreement into which
this Licence may be incorporated, all Government end
users will acquire the Software with only those
rights provided for under this Licence. Use of the
Software constitutes agreement by the Government
that the Software is "commercial computer software"
and "commercial computer software documentation,"
and constitutes acceptance of the rights and
restrictions in this Licence.
18. REPRESENTATION OF AUTHORITY
You represent and warrant that you possess the legal
authority to enter into this Licence and that You
will be financially responsible for Your use of the
Software. You agree to be responsible for all fees,
costs, charges and taxes arising out of Your use of
the Software. You are responsible for supplying any
hardware or software necessary to use the Software.
19. NO ASSIGNMENT
You must not assign, sublicense or otherwise
transfer this Licence or any rights granted by this
Licence without the prior written consent of
McMaster and any attempt to do so without the
consent of McMaster will be void.
20. FORCE MAJEURE
Neither party to this Licence will be liable for
delay or failure to perform their respective
obligations this Licence if such delay or failure
arises from any cause beyond the reasonable control
of the party (‘Force Majeure’) provided such party
gives the other party written notice of the Force
Majeure. Force Majeure includes, without limitation:
labour disputes, strikes, other labour or industrial
disturbances and any act of God, fire, natural
disaster, power failures, accidents, act of
government, shortages of materials or supplies and
failure of contractors to perform. If a party is
temporarily excused from performing its obligations
under this Licence because of Force Majeure, it must
promptly resume performance when such Force Majeure
is cured or removed.
21. COMPLETE AGREEMENT
This Licence contains the entire agreement between
You and McMaster relating to the Software, and
supersedes any prior understandings, arrangements,
commitments, communications or agreements, oral or
written, between You and McMaster with respect to
the Software. No amendments or modifications to this
Licence are effective unless in writing and signed
by both parties. You should print out or download a
copy of this Licence and retain it for Your records.
If any provision of this Licence becomes void,
invalid, illegal or unenforceable, the remaining
provisions will not be affected and will continue in
effect as though the unenforceable provision(s) were
If either party omits or delays to require the other
party to punctually fulfill any of its obligations
under this Licence, this omission or delay will not
operate as a waiver by that party of its rights
under this Agreement.
Clauses 3 (Ownership), 8 (Disclaimer of Warranties),
9 (Assumption of Risk), 10 (Limitation of
Liability), 11 (Indemnity), 14 (Acknowledgment of
McMaster), and 17 – 25 (General provisions) survive
termination of this Licence.
25. GOVERNING LAW
This Agreement will be interpreted in accordance
with the laws of the Province of Ontario, Canada.
Any suit, action, or proceeding arising out of or
relating to this Licence must be brought in Toronto,
Ontario and You submit to the exclusive jurisdiction
of the Courts of Toronto, Ontario. Use of this
Software is prohibited in any jurisdiction which
does not give effect to the terms of this Licence.