ARTICLE 1 - DEFINITIONS

1.1 “Agreement” means this StarDrinks Dataset License Agreement, including its Exhibit A and Exhibit B.

1.2 “Authorized Purpose” shall mean research and development activities related to benchmarking and testing models adapted to perform the tasks of intent classification, slot filling, automatic speech recognition, spoken language understanding, natural language understanding, and named entity recognition.

1.3 “Data Breach” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored, or otherwise processed.

1.4 “Data Processing Agreement” (or “DPA”) shall mean the DPA set forth in Exhibit B.

1.5 “Dataset” shall mean the datasets described in Exhibit A, which includes Personal Data.

1.6 “Derivative Work(s)” means a work that is based on a preexisting work, such as a revision, enhancement, modification, translation, localization, abridgment, condensation, expansion, or any other form into which such preexisting work may be transformed or that, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement.

1.7 “Effective Date” means the date LICENSEE receives (i) an email from LICENSOR with a copy of this Agreement executed by LICENSEE and (ii) instructions for accessing the Dataset.

1.8 “GDPR” shall mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

1.9 “GDPR Regulations” regulation shall mean the GDPR and the French Data Protection Act (Law No. 78-17 of 6 January 1978) as amended, and any applicable CNIL (Commission Nationale de l’Informatique et des Libertés) guidelines.

1.10 “Intellectual Property Rights” means all rights in intangible property that arise under intellectual property, unfair competition, and trade secret whether owned or licensed under laws in any jurisdiction worldwide, including without limitation patent rights, copyrights, copyright applications, copyright registrations, authors’ rights, mask work rights, and trade secret rights, whether or not registered, and any applications for any of the foregoing, as well as trademarks, trade names, service marks, trade dress, and other forms of corporate or product identification.

1.11 “Licensed Territory” means the European Economic Area and jurisdictions that are recognized by the European Commission as providing an adequate level of protection for Personal Data in accordance with Article 45(1) of the GDPR.

1.12 “LICENSEE” means you, or your employer or any other person or entity (if you are entering into this Agreement on such person or entity’s behalf), of the age required under applicable laws, rules or regulations to provide legal consent and that has legal authority to bind your employer or such other person or entity if you are entering in this Agreement on their behalf.

1.13 “LICENSOR” means Naver France, a French “Société par Actions Simplifiée” company, registered under SIREN number 830 377 990 RCS Paris, with registered offices at 89 rue Réaumur 75002 Paris, France, represented by Michel Gastaldo, Director of Naver Labs Europe, a division of Naver France located at 6 chemin de Maupertuis, 38240 Meylan, France.

1.14 “Personal Data” shall mean any information relating to an identified or identifiable natural person, as defined in Article 4(1) of the GDPR.

1.15 “Processing” shall mean any operation performed on Personal Data, as defined in Article 4(2) of the GDPR.

1.16 “Term” shall have the meaning given in Section 6.1.

ARTICLE 2 - GRANT OF RIGHTS

2.1 License Grant. Subject to LICENSEE’s compliance with the terms and conditions of this Agreement and the License Restrictions set forth in Section 2.2, LICENSOR grants to LICENSEE, in the Licensed Territory, a non-exclusive, revocable, non-sublicensable, non-transferable, royalty-free license to download, backup, display, and use the Dataset for the Authorized Purpose. LICENSEE may create Derivative Works of the Dataset solely for internal use in connection with the Authorized Purpose.

2.2 License Restrictions. LICENSEE shall not:

1. publish, distribute, or disclose any Derivative Works based upon the Dataset or create Derivative Works of the Dataset for other than internal use in connection with the Authorized Purpose;
2. to the extent that the Dataset contains trademarks, trade names, or other proprietary marks owned by third parties, use such trademarks in any manner that infringes, misappropriates, dilutes, or otherwise violates the rights of the respective owners;
3. transfer the Dataset to any jurisdiction not in the Licensed Territory or distribute, copy, disclose, assign, sublicense, embed, host, or otherwise transfer the Dataset to any third party;
4. remove or alter any copyright, trademark or other proprietary notices appearing on or in copies of the Dataset;
5. use the Dataset except for the Authorized Purpose, including but not limited to any use (i) that is in violation of the GDPR, (ii) that incorporates all or portions of the Dataset into any other program, dataset, or product, (iii) for generating defamatory, harassing, pornographic, obscene, or racist material, or (iv) that involves surveillance, biometric analysis, generating deepfakes, identifying individuals, or measuring, detecting, predicting, or otherwise labeling race, ethnicity, age, or gender.

2.3 LICENSEE Retained Rights. Subject to LICENSEE’s compliance with the terms and conditions of this Agreement, LICENSEE retains its Intellectual Property Rights in and to all software, algorithms, machine learning models, annotations, techniques, and technologies developed or otherwise derived from the use of the Dataset for the Authorized Purpose.

2.4 LICENSOR Retained Rights. LICENSEE acknowledges that the Dataset is proprietary to LICENSOR and is protected by applicable copyright laws, international treaties, or conventions and GDPR Regulations. Except as otherwise expressly stated in this Agreement, nothing herein shall be construed to grant LICENSEE any license, by implication, estoppel, or otherwise, to any Intellectual Property Rights of LICENSOR.

2.5 No Support or Maintenance. LICENSOR shall have no obligation under this Agreement to provide support or advice to LICENSEE in connection with the Dataset. LICENSEE understands and agrees that LICENSOR is under no obligation to provide either maintenance services, notices of latent defects, corrections of defects, or updates with regard to the Dataset. LICENSOR nevertheless reserves the right to update or modify the Dataset at any time.

2.6 Audit. If LICENSOR reasonably believes (as determined at LICENSOR’s sole discretion) that LICENSEE is or is likely to be in violation of the terms of this Agreement or the DPA, LICENSOR or LICENSOR’s designee (at LICENSOR’s sole expense) may audit LICENSEE’s use and storage of the Dataset, including, without limitation, any and all records and files associated with the Dataset and this Agreement. LICENSEE hereby agrees to cooperate with such audit.

2.7 Feedback. To the extent that LICENSEE provides any feedback regarding the Dataset to LICENSOR, LICENSEE agrees to grant, and hereby grants, LICENSOR a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, paid-up license to such feedback, which LICENSOR is not obligated to implement in the Dataset.

2.8 Scope. The license granted under Section 2.1 applies solely to the copyrightable elements of the Dataset. Nothing in this Agreement shall be construed as granting LICENSEE any rights in the Personal Data contained in the Dataset beyond those permitted under the GDPR Regulations and the lawful basis established by LICENSOR. LICENSEE acknowledges that all Processing of Personal Data is regulated independently by GDPR and not by this Agreement.

ARTICLE 3 - WARRANTIES

3.1 Disclaimer of Warranties. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN: LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE DATASET; ANY USE BY LICENSEE OF THE DATASET IS AT LICENSEE’S OWN RISK;  THE DATASET IS PROVIDED FOR USE “AS IS” WITHOUT WARRANTY OF ANY KIND; AND  TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

3.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR AND ITS AFFILIATES (AND THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES) SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS RELATED TO LICENSEE’S USE OF OR INABILITY TO USE THE DATASET, EVEN IF ANY OF THE AFOREMENTIONED PERSONS OR ENTITIES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LIABILITY THAT MAY NOT BE LIMITED UNDER APPLICABLE LAW (INCLUDING LIABILITY UNDER GDPR REGULATIONS), LICENSOR AND ITS AFFILIATES (AND THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES) TOTAL LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT AND ITS SUBJECT MATTER WILL NOT EXCEED ONE HUNDRED EURO (€100).

ARTICLE 4 - OBLIGATIONS OF LICENSEE

4.1 Data Protection and Security. If LICENSEE downloads, accesses or process the Dataset in accordance with the terms of this Agreement, LICENSEE agrees to comply with the DPA.

4.2 Indemnification. LICENSEE shall indemnify, defend, and hold harmless LICENSOR and its respective trustees, officers, directors, faculty, students, employees and agents, and their respective successors, heirs and assigns (collectively, the “LICENSOR Indemnitees”) from and against any and all losses, demands, claims, damages, costs, penalties, fines, expenses (including reasonable legal costs and expenses and VAT thereon) and liabilities (“Claims”) suffered or incurred by LICENSOR Indemnitees, to the extent arising from or in connection with any third party claim based on any breach by LICENSEE of this Agreement or the DPA; provided, however, that LICENSEE’s indemnity obligations hereunder shall not apply to any Claims (i) that arises directly from the Dataset as delivered by LICENSOR, or (ii) that are caused by a LICENSOR Indemnitee's fraudulent act or willful misconduct.

4.3 Attribution. Any publication or research submitted for publication, academic or otherwise, that is based on, in whole or in part, the Dataset or use of the Dataset must include a reference to the applicable citation given by LICENSOR in accordance with reasonable academic standards.

ARTICLE 5 – DATASET DELIVERY

Any details necessary to enable LICENSEE to download and/or use the Dataset will be delivered by LICENSOR to LICENSEE via email to an email address provided by LICENSEE. LICENSEE is responsible for providing LICENSOR with a valid email address for delivery purposes.

ARTICLE 6 - TERM AND TERMINATION

6.1 Term. LICENSEE’s right and license to the Dataset under this Agreement is effective as of the Effective Date for a period of five (5) years (“Term”) unless earlier terminated in accordance with Section 6.2.

6.2 Termination. This Agreement may be terminated at any time by (i) mutual written agreement of the Parties, or (ii) either Party upon prior written notice to the other Party.

6.3 Effect of Termination. Upon expiration or termination of this Agreement, LICENSEE shall cease any and all use of Dataset and destroy all copies thereof with the exception of copies required under applicable laws (e.g., for documentation purposes). Upon LICENSOR’s written request, LICENSEE shall provide written confirmation of such cessation and destruction.

6.4 Survival. Sections 2.3 and 2.4 (Retained Rights), 2.6 (Audit), 2.7 (Feedback), 3 (Warranties), 4 (Obligations), 6.2-6.4 (Term and Termination), and 7 (Miscellaneous) shall survive expiration or termination of this Agreement.

ARTICLE 7 - MISCELLANEOUS

7.1 Notice. Any notices required or permitted under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be sent by mail or email to the Parties at the addresses provided at the end of this Agreement. A Party may change its contact information immediately upon written notice to the other Party in the manner provided in this Section 7.1.

7.2 Non-Use of Names. Neither Party shall use the names, marks, trade names, trade marks, crests, logos, or registered images of the other Party without that Party’s prior written consent.

7.3 Assignment. LICENSEE may not assign this Agreement or any rights herein without the prior written consent of LICENSOR. Any attempted assignment by LICENSEE without such consent shall be null and void.

7.4 Severability. Should one or more of the provisions of this Agreement be void, invalid or unenforceable under applicable law, the remaining provisions of this Agreement will not cease to be effective. The Parties shall negotiate in good faith to replace such void, invalid or unenforceable provision by a new provision that reflects, to the extent possible, the original intent of the Parties.

7.5 Headings. All headings are for convenience only and shall not affect the meaning of any provision of this Agreement.

7.6 Amendment. This Agreement may be amended, supplemented, or otherwise modified by LICENSEE only by means of a written instrument signed by the Parties. LICENSOR may modify this Agreement at any time by providing notice thereof under Section 7.1. If LICENSEE does not agree with the modifications to this Agreement, LICENSEE may terminate its use of the Dataset, which will be LICENSEE’s sole and exclusive remedy. LICENSEE agrees that its continued use of the Dataset after notification of the modifications constitutes its agreement to the modified terms of this Agreement.

7.7 No Implied Waiver. No failure or delay by LICENSOR in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by LICENSOR.

7.8 Governing Law And Jurisdiction. The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of France. Any claim of legal actions by one of the Parties against another one which cannot be settled amicably may be referred to and resolved exclusively before French courts having jurisdiction.

7.9 Electronic Signatures. LICENSEE may execute this Agreement, and any related documents, consents, or acknowledgments, by click-through or other electronic means indicating assent, including by selecting an “I Agree,” “Accept,” or similar confirmation button or checkbox. LICENSOR may execute this Agreement by sending LICENSEE an email that (a) confirms LICENSOR’s acceptance of this Agreement as executed by LICENSEE and (b) provides instructions for accessing the Dataset. The Parties agree that LICENSEE’s click-through acceptance and LICENSOR’s confirmation email shall each constitute valid electronic signatures with the same legal effect as handwritten signatures. The Parties waive any objection to the use or admissibility of electronic records or click-through acceptance in connection with the formation or enforcement of this Agreement.

7.10 Sequential Execution. This Agreement shall be executed in the manner set forth in Section 7.9 and in the following sequence: first LICENSEE shall execute this Agreement, followed by LICENSOR. No Party has any obligation to execute this Agreement. Accordingly, LICENSOR shall have no obligation to execute this Agreement even if LICENSOR has received this Agreement fully executed by LICENSEE. Once executed by both Parties in the sequence set forth in this Section 7.10, this Agreement shall be effective as of the Effective Date. Until such time, no Party shall have any obligation to the other Party under this Agreement.

 

EXHIBIT A

DATASET

The StarDrinks dataset contains speech utterances, corresponding transcriptions, and annotated slots, making it suitable for multiple evaluation settings. It can be used for speech-to-slots SLU evaluation of assistants, transcription-to-slots NLU evaluation, and speech-to-transcription ASR evaluation in a scenario that requires generalization to previously unseen named entities. The dataset is collected from authentic drink orders, capturing diverse named entities, complex combinations of order attributes, and natural speech phenomena such as hesitations, self-corrections, and disfluencies. The dataset enables more realistic assessments of LLMs and spoken language assistants, supporting the development of more robust, context-aware systems capable of handling real-world interactions.

EXHIBIT B

DATA PROCESSING AGREEMENT (or DPA)

1. Definitions

The terms written in uppercase are defined as follows, in addition to those defined in the Agreement:

“Agreement”: refers the attached Data License Agreement.

“Breach”: refers to a security failure resulting, accidentally or unlawfully, in the destruction, loss, alteration, unauthorized disclosure of Personal Data transmitted, stored, or otherwise processed, or unauthorized access to such Personal Data.

“Controller”: refers to the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the Processing; where the purposes and means of such Processing are determined by Union law or the law of a Member State, the Controller may be designated or the specific criteria for its designation may be provided for by Union law or by the law of a Member State.

“Data Subject”: refers to the identified or identifiable natural persons whose Personal Data is collected and included in the Processing.

“Recipient”: refers to the natural or legal person, public authority, agency, or any other body to which Personal Data is disclosed, whether or not it is a third party.

“Supervisory Authority(ies)”: refers to the independent public authority(ies) established by each Member State responsible for monitoring the application of the GDPR Regulation, in order to protect the fundamental rights and freedoms of natural persons with regard to Processing and to facilitate the free flow of Personal Data within the European Union.

“Transfer”: refers to any communication, copying, or movement of Personal Data intended to be processed in a third country outside the European Union that does not have an adequate level of protection, or in an international organization.

2. Purpose

This DPA is intended to define the conditions under which LICENSEE agrees to carry out, within the framework of the Agreement, the Processing of the Dataset for the Permitted Use.

For the purposes of the GDPR, each Party acts as an independent Controller with respect to its processing of Personal Data under the Agreement. Neither Party acts as a Processor for the other. LICENSOR imposes contractual limitations on the permitted use of the Dataset, but these limitations do not alter the allocation of roles under the GDPR.

The Parties undertake to comply with the applicable regulations governing the Processing of Personal Data forming part of the Dataset and, in particular, the GDPR Regulations.

LICENSEE shall ensure that it has a lawful basis for all Processing activities under GDPR of the Dataset and shall not process the Dataset for any purpose other than the Permitted Use.

3. Description of the Processing

The nature of the operations performed on the Personal Data is: downloading, storage and use of Personal Data in the Dataset for the Permitted Use.

The legal basis for the Processing is the consent of the Dataset participants.

The Processing will last until the end of the Term of the Agreement.

The Personal Data concerned by these Purposes will be retained until the end of the Processing.

The types of Personal Data processed are: voice.

The categories of Data Subjects are contractors.

The Recipients of the Personal Data are employees of LICENSEE.

The consent provided by the Data Subjects to Process the Dataset falls within the scope of the Processing under this Agreement.

4. General Obligations Of Licensee

LICENSEE shall:

1. not acquire any ownership rights or other rights over the Personal Data;
2. not subcontract any Processing of the Dataset;
3. process the Dataset with the Personal Data during the Term of the Agreement solely for the Authorized Purpose, in accordance with GDPR Regulations;
4. process the Personal Data only within the Licensed Territory and not carry out or allow Transfers;
5. maintain a record of processing of all categories of Personal Data Processing activities carried out, in compliance with Article 30 of the GDPR; and
6. not retain Personal Data after the end of the Agreement, except where legally required, in which case LICENSEE agrees to archive the data and destroy or return said Personal Data as soon as the legal obligation ends.

In the event of changes to the GDPR Regulations affecting the lawfulness of Processing under this Agreement, LICENSEE agrees to make and/or allow LICENSOR to make the necessary adjustments to ensure compliance with the new legal/regulatory provisions.

4. Security Obligations Of Licensee

LICENSEE shall implement and maintain throughout the Term of the Agreement all technical and organizational measures appropriate to the nature of the Personal Data processed and the risks posed by the Processing: (i) to ensure confidentiality, availability, resilience, and integrity of systems and services for Processing personal data; (ii) to restore availability and access to Personal Data within appropriate timeframes in case of a physical or technical incident; (iii) to regularly test, analyze, and evaluate the effectiveness of technical and organizational measures to ensure Processing security.

LICENSEE shall hold regular reviews to ensure that the measures remain adequate for Personal Data security.

Ensure that their employees, agents, representatives, or any person acting on their behalf who have access to Personal Data are duly authorized, comply with the obligations set out in this DPA, and are properly informed and trained on the rules governing personal data protection and process such data in accordance with this DPA.

5. Requests To Exercise Data Subject Rights

Data Subjects may exercise their rights under the GDPR with LICENSOR. LICENSOR will inform LICENSEE if LICENSOR is approached by a Data Subject in order to respond to the request.  LICENSEE, as an independent Controller, shall cooperate with LICENSOR in good faith to fulfill any Data Subject rights requests.
LICENSOR is and shall remain the point of contact for Data Subjects and will coordinate responses with LICENSEE where LICENSEE’s Processing is implicated.

6. Breach

In the event of a Breach or if a LICENSEE has reason to believe that a Breach has occurred, it must notify LICENSOR  (per Section 7.1 of the Agreement).

7. Disposition of Personal Data at the End of the Agreement

Upon expiration or termination of the Agreement, the LICENSEE must delete the Dataset and any Derivative Works including all Personal Data and all existing copies, except where there is a legal retention obligation, in which case LICENSEE agrees to archive the data and destroy it as soon as the legal obligation ends.

8. Supervisory Authority Audit

If one of the Parties is subject to an audit by a competent Supervisory Authority respecting the subject matter of this DPA, the other Party agrees to cooperate fully and without delay with the concerned Party and the Supervisory Authority, including by providing all relevant information and access to all equipment, software, data, records, information systems, etc. used for the Processing, and necessary for the audit.

If LICENSEE is concerned by an audit by a competent Supervisory Authority, it may be required to disclose Personal Data that is the subject of this DPA at the request of a court, administrative agency, or governmental authority, or under any law, regulation, subpoena, request, summons, or other administrative or legal process, or by any formal or informal investigation by any governmental agency or authority; in such case, LICENSEE undertakes to promptly notify LICENSOR of the disclosure request (to the extent permitted by law).

9. Governing Law and Jurisdiction

This Exhibit is governed by French law in accordance with the Agreement. Any dispute related to this Exhibit falls under the jurisdiction of the French courts in accordance with the Agreement.

 

ADDRESS FOR NOTICES IF TO LICENSOR: 

Address: Naver France; 6 chemin de Maupertuis; 38240 Meylan, France

Email: dl_nle_contracts@naverlabs.com

 

ADDRESS FOR NOTICES IF TO LICENSEE: