Microsoft Research License Agreement Non-Commercial Use Only << MSRA-CFW: Data Set of Celebrity Faces on the Web>> _____________________________________________________________________ This Microsoft Research License Agreement, including all exhibits ("MSR-LA") is a legal agreement between you and Microsoft Corporation (¡°Microsoft¡± or ¡°we¡±) for the software or data identified above, which may include source code, and any associated materials, text or speech files, associated media and "online" or electronic documentation and any updates we provide in our discretion (together, the "Software"). By installing, copying, or otherwise using this Software, found at http://research.microsoft.com/ you agree to be bound by the terms of this MSR-LA. If you do not agree, do not install copy or use the Software. The Software is protected by copyright and other intellectual property laws and is licensed, not sold. SCOPE OF RIGHTS: You may use or copy this Software for any non-commercial purpose, subject to the restrictions in this MSR-LA. Some purposes which can be non-commercial are teaching, academic research, public demonstrations and personal experimentation. You may not distribute this Software or any derivative works in any form. In return, we simply require that you agree: 1. That you will not remove any copyright or other notices from the Software. 2. That if any of the Software is in binary format, you will not attempt to modify such portions of the Software, or to reverse engineer or decompile them, except and only to the extent authorized by applicable law. 3. That Microsoft is granted back, without any restrictions or limitations, a non-exclusive, perpetual, irrevocable, royalty-free, assignable and sub-licensable license, to reproduce, publicly perform or display, install, use, modify, post, distribute, make and have made, sell and transfer your modifications to and/or derivative works of the Software source code or data, for any purpose. 4. That any feedback about the Software provided by you to us is voluntarily given, and Microsoft shall be free to use the feedback as it sees fit without obligation or restriction of any kind, even if the feedback is designated by you as confidential. CONFIDENTIAL INFORMATION. The Software is confidential and proprietary to Microsoft and its suppliers. a. Use. For ten (10) years after installation of the software or its commercial release, whichever is first, you may not disclose confidential information to third parties. You may disclose confidential information only to your employees and consultants who need to know the information. You must have written agreements with them that protect the confidential information at least as much as this agreement. b. Survival. Your duty to protect confidential information survives this agreement. c. Exclusions. You may disclose confidential information in response to a judicial or governmental order. You must first give written notice to Microsoft to allow it to seek a protective order or otherwise protect the information. Confidential information does not include information that * becomes publicly known through no wrongful act; * You received from a third party who did not breach confidentiality obligations to Microsoft or its suppliers; or * You developed independently. d. Term of MSR-LA. This MSR-LA will terminate the earlier of: (i) [insert date], or (ii) the commercial release of the Software, unless earlier terminated by Microsoft in writing at any time without cause. Upon termination, you will cease use of the Software, and if so requested, promptly return to Microsoft, or certify destruction of, all full or partial copies of the Software provided by Microsoft. 5. THAT THE SOFTWARE COMES "AS IS", WITH NO WARRANTIES. THIS MEANS NO EXPRESS, IMPLIED OR STATUTORY WARRANTY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR ANY WARRANTY OF TITLE OR NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THIS SOFTWARE WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. 6. THAT NEITHER MICROSOFT NOR ANY CONTRIBUTOR TO THE SOFTWARE WILL BE LIABLE FOR ANY DAMAGES RELATED TO THE SOFTWARE OR THIS MSR-LA, INCLUDING DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, TO THE MAXIMUM EXTENT THE LAW PERMITS, NO MATTER WHAT LEGAL THEORY IT IS BASED ON. 7. That we have no duty of reasonable care or lack of negligence, and we are not obligated to (and will not) provide technical support for the Software. 8. That if you breach this MSR-LA or if you sue anyone over patents that you think may apply to or read on the Software or anyone's use of the Software, this MSR-LA (and your license and rights obtained herein) terminate automatically. Upon any such termination, you shall destroy all of your copies of the Software immediately. Sections 3, 4, 5, 6, 7, 8, 11 and 12 of this MSR-LA shall survive any termination of this MSR-LA. 9. That the patent rights, if any, granted to you in this MSR-LA only apply to the Software, not to any derivative works you make. 10. That the Software may be subject to U.S. export jurisdiction at the time it is licensed to you, and it may be subject to additional export or import laws in other places. You agree to comply with all such laws and regulations that may apply to the Software after delivery of the software to you. 11. That all rights not expressly granted to you in this MSR-LA are reserved. 12. That this MSR-LA shall be construed and controlled by the laws of the State of Washington, USA, without regard to conflicts of law. If any provision of this MSR-LA shall be deemed unenforceable or contrary to law, the rest of this MSR-LA shall remain in full effect and interpreted in an enforceable manner that most nearly captures the intent of the original language. 13. That any dispute relating to this agreement shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Such arbitration will take place in Seattle, Washington. The arbitration award shall be final and have binding power. You and Microsoft shall each bear its own legal costs. However, in a legal action to enforce such arbitral award, the prevailing party shall be entitled to reasonable attorneys¡¯ fees and expenses. Copyright (c) Microsoft Corporation. All rights reserved. Software: Copyright (c) Microsoft Corporation. All rights reserved.