Basis Data License — Free for Commercial Use, No Resale/Redistribution
Version 1.0

Dataset: Basis Conversations 1500
Publisher: Luvu, Inc., a Delaware corporation operating as Basis
Official repository: https://huggingface.co/datasets/basis-ai/basis-conversations-1500
Contact: data@withbasis.co

Custom licenses are available on request: data@withbasis.co.

1. PARTIES, ACCEPTANCE AND SCOPE

This agreement is between Luvu, Inc., operating as Basis ("Basis"), and the
individual or legal entity identified in the access request ("Recipient"). An
individual accepting for an organization represents that they have authority to
bind that organization. An individual accepting personally must be legally able
to enter this agreement.

Recipient accepts this version by affirmatively accepting it through the official
repository's access-request process or another process authorized by Basis. The
license takes effect when that acceptance is complete and Basis grants access to
the Dataset through that process. A preview request or receipt of proposed terms
for review alone does not create a license. Basis may decline an access request.

"Dataset" means the Basis Conversations 1500 release that Basis makes available
to Recipient under this agreement: its recordings (one track per speaker),
transcripts, annotations, speaker and conversation metadata, manifests, and
accompanying documentation. Its repository revision or
release identifier identifies the delivered version. The license covers only
material that Basis supplies under these terms; separately licensed material and
separately contracted deliveries remain subject to their own terms.

"Source Materials" means the Dataset and copies, extracts, subsets, combinations
or transformations that contain its substantive content.
This includes clipped, denoised, re-encoded or otherwise transformed recordings;
transcripts and their translations; and source-containing annotations, features,
embeddings or other representations. Independent facts, commonplace words and
phrases, and independently created material do not become Source Materials merely
because they also occur in the Dataset. Sections 3 and 4 distinguish Source
Materials from permitted models and results.

"Model" includes machine-learning models, weights, adapters and other learned
parameters trained or improved using the Dataset. "Results" includes Model
outputs, aggregate statistics and research findings. "Personnel" means
Recipient's employees and contractors, including cloud, compute, annotation and
training providers, acting solely on Recipient's behalf.

2. LICENSE TO USE THE DATA

Subject to this agreement, Basis grants Recipient a worldwide, nonexclusive,
royalty-free license, without a license fee, to download, copy, store, process,
annotate, modify and combine the Dataset for research and commercial purposes.
This includes pretraining, training, fine-tuning, distillation, evaluation,
benchmarking, testing and improvement of Models, and development and operation
of commercial products and services. The grant includes copyright, sound-recording,
performance and database rights to the extent Basis controls those rights and
they are needed for these permitted uses.

The license for a delivered release is perpetual, subject to Section 9. It is
nontransferable except under Section 11 and does not permit sublicensing the
Dataset. Basis retains its rights in the Dataset. Recipient receives no promise
of further deliveries, updates, support, continued hosting or exclusivity.

3. MODELS, OUTPUTS AND COMMERCIAL PRODUCTS

Recipient may use, publish, distribute, license and sell compliant Models and
Results, and operate commercial applications, hosted inference services and APIs
using them, without royalties, revenue sharing or further permission from Basis.
General speech recognition, speech synthesis, conversational modeling,
turn-taking, diarization and source-separation development are permitted, subject
to the privacy and voice-identity restrictions in Section 6.

Basis claims no ownership of Recipient's Models, software, original annotations
or Results merely because Recipient used the Dataset. Recipient need not publish
its source code, model weights or training methods. Recipients of compliant
Models and Results need not obtain a Dataset license merely to use those
artifacts. No obligation to license Models or Results under these same terms is
imposed. These permissions do not confer rights in Source Materials included in
an artifact.

A Model or Result is not Source Materials merely because it was learned or
generated from the Dataset. Section 4 continues to govern redistribution of the
Dataset and copies or excerpts of it.

4. NO RESALE OR REDISTRIBUTION OF SOURCE MATERIALS

Except for the limited access in Section 5 and the illustrative excerpts
permitted below, Recipient must not sell, resell,
rent, sublicense, publish, mirror, upload, lend, share or otherwise provide Source
Materials to any other person or entity, whether for payment or free of charge.
This prohibition covers the complete Dataset and any portion of it, including
through data marketplaces, public or shared repositories, downloadable archives,
bundled training-data products, brokerage, retrieval APIs or services that supply
access to Source Materials.

Reformatting, filtering, translating, adding labels, combining with other data,
or making another source-preserving transformation does not remove this
restriction. Other prospective users must obtain their own authorized access
directly from Basis, including through Basis's official Hugging Face repository.

Selling a compliant Model, application, inference API or service under Section 3
is permitted and is not resale of the Dataset. Sharing aggregate findings and
links to Basis's official repository or authorized public samples is permitted.
Recipient may include short excerpts in papers, presentations, blog posts and
model documentation to illustrate its work: transcript quotes, and audio clips of
up to 30 seconds each and no more than five minutes in total per publication,
with attribution under Section 7. Excerpts must not identify a participant or
include removed or redacted content, and must not be offered as data. Any other
redistribution of Dataset audio or transcript excerpts requires separate written
permission unless an independent legal right applies or Basis has expressly
released those exact excerpts under separate terms permitting it. The text of
this license and Basis's published citation may be copied to explain the terms or
acknowledge the Dataset; that permission does not extend to recordings or records.

These restrictions concern the activity, not the industry in which Recipient
operates. A data vendor may undertake the permitted research or commercial Model
development, but receives no right to broker, resell or redistribute Source
Materials.

5. PERSONNEL, INFRASTRUCTURE AND INTERNAL COPIES

Recipient may make the internal working copies and backups reasonably needed for
permitted uses. Recipient may give Personnel access only as necessary to perform
that work, under written confidentiality, security and use obligations at least
as protective as this agreement. Recipient is responsible for their compliance.
Providers may charge for their work, but may not use Source Materials for their
own purposes, other clients or their own general model training.

Private cloud storage and compute under those obligations are permitted.
Recipient must restrict access, keep sufficient records of copies to carry out
required deletions, and withdraw Personnel access and require deletion when their
work ends, subject to Section 9's retention exceptions. Do not share personal
Hugging Face tokens or credentials. Each person downloading from the Hub must
comply with its individual access requirements.

Affiliates and collaborators acting for their own purposes must obtain their own
license from Basis. They do not become Personnel merely through common ownership
or a collaboration. Providing source data to another licensee is still not
permitted: that licensee must obtain its copy through Basis's authorized channel.

6. PRIVACY, SPEAKER IDENTITY AND SECURITY

Recipient must not attempt to identify or contact a participant, link Dataset
records or voices to external identities, reverse pseudonymous identifiers, or
reconstruct deliberately removed or redacted content. Recipient must not build
an identity or authentication database of the Dataset's participants. Using
pseudonymous speaker labels for diarization, speaker separation, splitting or
other non-identifying speech research is permitted.

Recipient must not impersonate a participant or create or offer a voice clone
identifiable as a particular Dataset participant without separate written
permission from Basis and all legally required participant authorizations.
General speech-synthesis training and non-identifying synthetic voices remain
permitted. Internal testing aimed at finding and preventing privacy leakage is
permitted if it does not attempt to identify participants, reveal their data to
unauthorized parties or reconstruct deliberately removed content.

Voice recordings may remain personal data even after names are removed. Recipient
must comply with applicable privacy, biometric, intellectual-property and other
laws, establish any required legal basis for its own use, and implement any
required safeguards for international transfers. This agreement does not itself
provide a statutory transfer mechanism or override any participant's rights.
The parties' data-protection roles depend on their actual activities and
applicable law; where necessary, additional terms must be completed before the
affected delivery or processing.

Recipient must use reasonable access controls and encryption in transit and at
rest, and must not put Source Materials in public storage. Recipient must notify
Basis at data@withbasis.co without undue delay, and within 72 hours after learning
of unauthorized access, use or disclosure, and reasonably cooperate to contain
and remedy it. A shorter applicable legal deadline still applies. Residual
identifying information must be protected, reported to Basis and not exploited.

7. ATTRIBUTION AND TRADEMARKS

When publicly describing work that uses the Dataset, Recipient must give
reasonable attribution to Basis in the relevant paper, model card or equivalent
documentation, identifying the Dataset and release or repository revision used.
For a commercial Model or service, attribution may be in its documentation or
notices page. No credit is required in every generated output or interaction.
A suitable form is: "Developed using Basis Conversations 1500, published by Basis"
followed by the official repository URL and the release or revision identifier.

Preserve this license and supplied rights notices with internal Source Materials.
Neither party may use the other's trademarks to imply endorsement or partnership
without permission. Factual attribution and legally required disclosures are
permitted.

8. RIGHTS, WARRANTIES AND LIMITATIONS

Basis will provide only Dataset material it is authorized to license for the
uses permitted by this agreement. No rights are granted in a participant's
identity, likeness or personal data beyond the rights and lawful permissions
that actually apply. Recipient is responsible for its Models and downstream
uses. Rights in separately identified third-party material are not expanded by
this agreement. Rights independently available under applicable law, including
mandatory exceptions, are unaffected to the extent they cannot lawfully be
restricted by agreement.

Except for Basis's express commitment above and to the extent permitted by law,
the Dataset is provided as is and as available, without warranties of accuracy,
completeness, merchantability, fitness for a particular purpose or noninfringement.
Basis does not warrant that recordings contain no residual personal information,
that annotations or transcripts are error-free, or that use will produce a
particular result. No indemnity is provided under this free license.

9. DURATION, TERMINATION AND REQUIRED REMOVALS

Basis may terminate the affected license for a material breach that Recipient
fails to cure within 30 days after written notice describing the breach. Basis
may immediately suspend access or the affected use where reasonably necessary
to address an ongoing unauthorized disclosure, unlawful use or security incident.
Suspension must be proportionate to the issue. Basis has no general right to
revoke a compliant license to a delivered release for convenience. Loss of
hosting or download access alone does not revoke an existing compliant license.

Basis may require removal or restricted use of specifically identified material
where reasonably necessary to comply with applicable law, a binding order, or a
substantiated privacy, consent or third-party-rights issue. Basis will identify
the affected material, explain the basis to the extent legally permitted, and
give a reasonable compliance period appropriate to the issue. Recipient must
stop the affected use and perform legally required remediation by the applicable
deadline. An ordinary change to a future release does not itself withdraw
permission for an earlier delivery; mandatory legal obligations still apply.

On termination, Recipient must stop using and delete affected Source Materials
within 30 days, unless an applicable legal deadline requires earlier action, and
confirm completion in writing. Inaccessible disaster-recovery backups may expire
under their normal schedule, no later than 90 days, and must not be restored for
use. Copies required by law or a legal hold may be retained securely solely for
that purpose and deleted when the requirement ends. Personnel have the same
duties.

Compliant Models and Results created before termination or removal may continue
to be used and commercialized. This agreement imposes no routine requirement to
retrain, unlearn or destroy such artifacts solely because source data is removed.
That protection does not apply to prohibited Source Materials, unlawful uses or
outputs, or remediation required by applicable law or a binding order. Ownership,
restrictions on retained Source Materials, privacy duties, attribution, liability
and dispute provisions survive as needed to give them effect.

10. LIABILITY

To the extent permitted by law, neither party is liable under this agreement for
indirect, special, consequential or punitive damages or lost profits, and each
party's total liability under it is limited to US$1,000. These exclusions and the
cap do not apply to fraud, willful misconduct, Recipient's unauthorized sale or
disclosure of Source Materials, or liability that cannot lawfully be limited.
This section does not restrict available injunctive relief or any participant's
or third party's rights under applicable law.

11. GENERAL TERMS

Send notices to Basis at data@withbasis.co and to Recipient at the email supplied
in the access request, as updated in writing. Notices are effective on
acknowledged receipt. Routine access approvals are effective when access is
granted after acceptance through the authorized process.

California law governs, excluding its conflict-of-laws rules. State and federal
courts in San Francisco County, California have exclusive jurisdiction, subject
to mandatory applicable law. Nothing here overrides mandatory rights or
obligations applicable to participants or public institutions.

This agreement and the accepted access request identifying Recipient and the
release form the complete agreement for the covered delivery. A separately
signed agreement expressly covering that delivery controls in the event of
conflict. Revising a webpage does not retroactively alter an accepted version.
Later releases may require acceptance of new terms.

Recipient may transfer this agreement with a merger or sale of substantially all
of the relevant business if the successor accepts its duties in writing and
Recipient promptly notifies Basis. A standalone sale or transfer of Source
Materials is prohibited. Other assignments require Basis's written permission.
If a provision is unenforceable, the remainder continues. Failure to enforce a
provision is not a waiver. The parties remain independent. Electronic acceptance
records may evidence the agreement.

Drafting credit: Montreal Data License (MDL), adapted for Basis.
Source: https://arxiv.org/abs/1903.12262
Template license: CC BY 4.0 — https://creativecommons.org/licenses/by/4.0/