Data Licence Agreement 1.0

Version: 1.0
Canonical location: princep.io/data-licence-agreement

This Data Licence Agreement (the “Agreement”) is entered into by and between PRINCEP PTE. LTD., a private company limited by shares incorporated in the Republic of Singapore on 6 September 2019 under Unique Entity Number 201929725C, whose registered address is 966 Hougang Avenue 9, #12-596, Singapore 530966 (the “Licensor” or “Princep”), and the individual or entity accepting this Agreement (the “Licensee”).

Read this first. Every recording licensed under this Agreement comes from a real person who opted in to its use for AI. Because a voice is personal data, we treat it that way from end to end: each dataset is de-identified before delivery, its use is governed by the safeguards in Section 3, and consent stays with the speaker — where consent is withdrawn, Section 7.4 requires the Licensee to act. That governance is what makes Princep data safe to license and to build on.

1. Definitions

1. “Affiliate” means, in relation to a party, any entity that controls, is controlled by, or is under common control with that party, where “control” means the direct or indirect ownership of more than fifty per cent (50%) of the voting rights or share capital of an entity.
2. “Dataset” means the specific collection of audio recordings, transcripts, metadata, documentation and manifests identified in the applicable Order, together with any Updates supplied to the Licensee.
3. “Order” means the order form, marketplace listing purchase, quotation or other written record identifying the Dataset, the fees, and any agreed variations to this Agreement.
4. “Speaker” means an individual whose voice is recorded in the Dataset.
5. “Speaker Data” means personal data relating to a Speaker that is contained in or derivable from the Dataset, including the voice recording itself.
6. “Model” means any machine-learning model, model weights, embedding, statistical artefact or system trained, fine-tuned, evaluated or otherwise developed using the Dataset.
7. “Permitted Purpose” has the meaning given in Section 2.1.
8. “Updates” means corrections, re-cuts or successor versions of the Dataset that Princep elects to supply, including versions from which withdrawn material has been removed.

2. Licence Grant

2.1 Grant. Subject to payment of the fees and to the Licensee’s continuing compliance with this Agreement, Princep grants the Licensee a perpetual, worldwide, non-exclusive, non-transferable and non-sublicensable licence to use, reproduce internally, process and create derivative works from the Dataset for the purpose of researching, developing, training, fine-tuning, evaluating and benchmarking Models, and operating Models so developed (the “Permitted Purpose”).

2.2 Models are the Licensee’s. Models developed by the Licensee in accordance with this Agreement, and their outputs, are owned by the Licensee, and the Licensee may commercialise them. This Agreement places no royalty, revenue share or attribution obligation on Model outputs.

2.3 Affiliates and contractors. The licence in Section 2.1 is granted to the Licensee named in the Order alone. An Affiliate of the Licensee may access and use the Dataset only where that Affiliate is identified in the Order; use by any other Affiliate requires a separate licence and a separate fee. The Licensee may permit its contractors to access the Dataset solely to act for the Licensee and solely for the Permitted Purpose, provided the Licensee binds them in writing to terms no less protective than this Agreement. The Licensee remains fully liable for every act and omission of its Affiliates and contractors as if they were its own.

2.4 Perpetuity. The licence in Section 2.1 survives expiry of any subscription or support term and is irrevocable except as set out in Section 10.2.

3. Restrictions on Use

The Licensee shall not, and shall not permit any other person to:

1. Re-identify. Attempt to determine the identity of, re-identify, locate or contact any Speaker, including by cross-referencing the Dataset against any other dataset, by voice-print matching, or by any other means.
2. Redistribute. Sell, resell, licence, sublicense, publish, lend, share or otherwise distribute the Dataset or any substantial part of it, in original or modified form, to any third party. This restriction does not apply to Models or Model outputs.
3. Build identification systems. Use the Dataset to train, fine-tune, evaluate or operate any system whose purpose is biometric identification or verification of, or the attribution of speech to, identifiable individuals.
4. Clone identifiable voices. Use the Dataset to produce a synthetic voice intended or reasonably likely to be recognisable as the voice of a particular Speaker.
5. Infer protected characteristics about Speakers and publish, disclose or act on such inferences in relation to an identifiable Speaker.
6. Remove notices. Remove, obscure or alter the manifests, licence file, or provenance documentation shipped with the Dataset.
7. Use the Dataset unlawfully, including in breach of applicable data protection, employment, biometric or artificial-intelligence law in any jurisdiction in which the Licensee operates.

4. Intellectual Property; Ownership

4.1 As between the parties, Princep retains all right, title and interest in and to the Dataset, including all intellectual property rights in the compilation, the transcripts, the metadata and the documentation. No rights are granted other than those expressly set out in Section 2.

4.2 Nothing in this Agreement transfers ownership of, or any interest in, a Speaker’s personal data. Princep licenses the Dataset; it does not sell the Speakers’ rights in it.

4.3 Feedback the Licensee provides about the Dataset may be used by Princep without obligation or attribution.

5. Fees and Payment

5.1 Fees are those stated in the Order. Unless the Order states otherwise, fees are a one-time charge for a perpetual licence to the identified version of the Dataset, are exclusive of taxes, duties and levies of any kind, and are non-refundable once the Dataset has been delivered. Where the Licensee is required by law to withhold or deduct any amount from a payment, the sum payable shall be increased so that Princep receives the amount it would have received had no withholding or deduction been made.

5.2 Where the Dataset is licensed through a marketplace or other authorised reseller, that party’s payment terms govern the collection of fees, and this Agreement governs the use of the Dataset.

5.3 Updates are supplied at Princep’s discretion at no additional charge, except where the Order provides otherwise.

6. Representations and Warranties; Disclaimers

6.1 Princep warrants that, to the best of its knowledge as at the date of delivery:

1. it has the right to license the Dataset on the terms of this Agreement;
2. each recording in the Dataset is covered by a record of the Speaker’s affirmative opt-in to the use of that recording for artificial-intelligence research and development, given through a consent control presented as a separate and optional choice and not as a condition of any job application or other benefit, and Princep will make that record available to the Licensee on reasonable request; and
3. the Dataset has been processed to remove direct identifiers as described in the documentation shipped with it.

6.2 The Licensee warrants that it will use the Dataset only for the Permitted Purpose, that it has the technical and organisational capability to secure the Dataset, and that its use of the Dataset complies with applicable law.

6.3 Disclaimer. Except as expressly stated in Section 6.1, the Dataset is provided “as is”. Princep does not warrant that transcripts are free of error; transcripts are machine-generated unless the Order states otherwise. Princep does not warrant that the Dataset is fit for any particular purpose, is representative of any population, or will produce any particular Model performance. Princep warrants that the opt-in record described in Section 6.1(b) exists and was collected as described; it does not warrant that this consent satisfies the requirements of every jurisdiction in which the Licensee operates. As an independent controller under Section 7.1, the Licensee is responsible for its own assessment.

6.4 No anonymisation claim. Princep does not represent that the Dataset is anonymous or anonymised data. The Licensee acknowledges that a voice recording is biometric data and must be treated accordingly.

6.5 Consent warranty — exclusive remedy. Section 6.1(b) is Princep’s only warranty as to consent, and this Section states the Licensee’s sole and exclusive remedy for its breach. The Licensee shall notify Princep in writing within thirty (30) days of becoming aware of material it believes is not covered by valid consent, giving reasonable detail. Within thirty (30) days of that notice Princep shall either remove the affected material and supply an Update excluding it, or refund the portion of the fees fairly attributable to that material. On Princep doing so the claim is discharged in full. The Licensee shall have no other claim, in contract, tort or otherwise, arising from a defect in consent, save for Princep’s indemnity in Section 8.1 in respect of third-party claims.

7. Data Privacy

7.1 Roles. Princep and the Licensee each act as an independent controller in respect of Speaker Data. This is a controller-to-controller disclosure, not a processing arrangement, and neither party processes Speaker Data on the other’s instructions. Exhibit A applies to the transfer.

7.2 Licensee obligations. The Licensee shall establish and document its own lawful basis for its processing of Speaker Data, shall maintain a record of that processing, and shall implement appropriate technical and organisational measures to protect the Dataset against unauthorised access, including access control, encryption of the Dataset at rest, and logging of access.

7.3 No onward disclosure. The Licensee shall not disclose Speaker Data to any third party except as permitted by Section 2.3 or as required by law, and shall notify Princep of any legally compelled disclosure unless prohibited from doing so.

7.4 Withdrawal of consent. A Speaker may withdraw consent at any time. Princep maintains a withdrawal register published at princep.io/data-licence-agreement/withdrawals. The Licensee shall check that register no less than once each calendar quarter and shall, within thirty (30) days of material appearing on it: (a) delete that material from all copies of the Dataset in its possession; (b) exclude it from all subsequent training, fine-tuning and evaluation runs; and (c) confirm in writing to Princep that it has done so. Princep may in addition give written notice directly, but is under no obligation to do so, and the Licensee’s obligations arise on publication rather than on notice. The Licensee is not required to retrain, roll back or withdraw a Model that was already trained before the material appeared on the register, and Princep will not request that.

7.5 Personal data breach. The Licensee shall notify Princep without undue delay and in any event within seventy-two (72) hours of becoming aware of any unauthorised access to, disclosure of, or loss of the Dataset, and shall provide the information Princep reasonably requires to meet its own notification obligations.

7.6 Speaker requests. Where a Speaker exercises a data-protection right directly against the Licensee, the Licensee shall inform Princep promptly and the parties shall co-operate in good faith to respond.

8. Indemnification

8.1 Princep shall indemnify the Licensee against claims brought by a Speaker, or by a supervisory authority on a Speaker’s behalf, to the extent they arise from a breach of the warranty in Section 6.1(a) or 6.1(b). This indemnity is subject to the cap in Section 9.2, is conditional on the Licensee notifying Princep promptly and permitting Princep to control the defence and any settlement, and does not extend to (a) fines, penalties or losses arising from the Licensee’s own processing, security failures or breach of Section 3 or Section 7; (b) any matter the Licensee could have avoided by acting on the withdrawal register under Section 7.4; or (c) legal costs the Licensee incurs after Princep has assumed the defence.

8.2 The Licensee shall indemnify Princep against third-party claims, including claims by Speakers and regulatory authorities, to the extent they arise from the Licensee’s breach of Section 3, Section 7, or applicable law.

8.3 The indemnified party shall notify the indemnifying party promptly, allow it to control the defence, and co-operate reasonably at the indemnifying party’s expense.

9. Limitation of Liability

9.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, however caused.

9.2 Each party’s total aggregate liability under this Agreement is limited to the fees paid by the Licensee for the Dataset giving rise to the claim.

9.3 Sections 9.1 and 9.2 do not limit liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for the Licensee’s breach of Section 3, or for any liability that cannot be limited under applicable law.

9.4 Injunctive relief. The Licensee acknowledges that a breach of Section 3 would cause Princep and the Speakers harm for which damages are not an adequate remedy, and that Princep is entitled to seek injunctive or other equitable relief in any court of competent jurisdiction, without posting security and without proving actual damage. This does not limit any other remedy.

10. Term and Termination

10.1 Term. This Agreement begins on the Licensee’s acceptance and continues until terminated in accordance with this Section.

10.2 Termination for breach. Princep may terminate this Agreement and the licence granted in Section 2.1 with immediate effect on written notice if the Licensee breaches Section 3.1 (re-identify), 3.2 (redistribute), 3.3 (identification systems) or 3.4 (voice cloning). For any other material breach, Princep may terminate if the breach is not cured within thirty (30) days of written notice.

10.3 Effect of termination. On termination the Licensee shall cease all use of the Dataset, delete all copies, and certify deletion in writing within thirty (30) days. Termination does not require the Licensee to delete or withdraw Models trained before termination, except where those Models were themselves produced in breach of Section 3.

10.4 Survival. Sections 3, 4, 6.3, 6.4, 7, 8, 9, 10.3 and 11 survive termination.

11. Miscellaneous

11.1 Governing law and dispute resolution. This Agreement is governed by the laws of the Republic of Singapore. Any dispute arising out of or in connection with this Agreement, including any question as to its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time. The seat of the arbitration is Singapore, the tribunal shall consist of one arbitrator, and the language of the arbitration is English. Nothing in this Section prevents either party from seeking injunctive or other urgent interim relief from any court of competent jurisdiction under Section 9.4.

11.2 Entire agreement; order of precedence. This Agreement together with the applicable Order is the entire agreement between the parties in relation to the Dataset and supersedes prior discussions. Where an Order conflicts with this Agreement, the Order prevails only in respect of commercial terms — the fees, the identified Dataset and the delivery arrangements. Sections 3, 6, 7 and 9 and Exhibit A prevail over any conflicting term in an Order, in a marketplace’s terms of sale, or in any purchase order, click-through, portal terms or other document issued by the Licensee, and no such document of the Licensee has contractual effect regardless of any statement in it to the contrary.

11.3 Assignment. The Licensee may not assign this Agreement without Princep’s prior written consent, except to a successor of its business that assumes the Licensee’s obligations in full.

11.4 Compliance verification. No more than once in any twelve-month period, and on thirty (30) days’ written notice, Princep may require the Licensee to deliver a certificate signed by one of its officers confirming compliance with Sections 3 and 7 and describing where the Dataset is stored, who has access to it, and the Models trained on it. The Licensee shall retain access logs for the Dataset for twenty-four (24) months and provide them to Princep on request. Where Princep has reasonable grounds to suspect a breach of Section 3, it may appoint an independent auditor, bound by confidentiality, to verify compliance; the audit is at Princep’s cost, save that the Licensee shall bear the cost where the audit establishes a material breach. This Section survives termination.

11.5 Versioning. Princep may publish later versions of this Agreement. A Dataset already licensed remains governed by the version in force at the date of its Order.

11.6 Severability and waiver. If any provision is held unenforceable, the remainder continues in force. A failure to enforce a provision is not a waiver of it.

11.7 Notices. Notices to Princep shall be sent to info@princep.io. Notices to the Licensee shall be sent to the contact stated in the Order.

11.8 Sanctions and export control. The Licensee represents that it is not, and is not owned or controlled by, a person subject to sanctions administered by Singapore, the United Nations, the United States, the United Kingdom or the European Union, and that it will not make the Dataset available to any such person or use it in breach of any applicable export-control law. Breach of this Section is a material breach for the purposes of Section 10.2.

11.9 Standard form; variation. This Agreement is Princep’s standard form. It is published for information and is not an offer capable of acceptance. Princep may agree different or additional terms for a particular dataset, licensee or transaction, and the terms governing any licence are those agreed in writing at the date of the applicable Order. This Agreement may be varied only by a written agreement signed by Princep; nothing in this Section permits the Licensee to vary it unilaterally, and Section 11.2 continues to apply.

Exhibit A — Controller-to-Controller Data Transfer Addendum

This Exhibit forms part of the Agreement and applies to the disclosure of Speaker Data by Princep to the Licensee.

A.1 Subject matter and duration

The disclosure comprises the one-time transfer of the Dataset and any Updates. Duration is the period for which the Licensee retains the Dataset.

A.2 Nature and purpose

Storage, analysis and use of voice recordings, transcripts and associated metadata for the Permitted Purpose.

A.3 Categories of data subject and personal data

Data subjects are the Speakers. Personal data comprises voice recordings (biometric data), the words spoken, and coarse metadata including region, city, device class, speech rate, employer industry and job function. Speaker names, contact details, source employer identities and curriculum-vitae text are removed before delivery and are not supplied under the basic Dataset.

A.4 Princep’s obligations

1. To obtain and maintain a lawful basis for the collection and disclosure of the Speaker Data, and to collect and retain the opt-in record for artificial-intelligence use described in Section 6.1(b).
2. To apply the de-identification described in the Dataset documentation before delivery.
3. To maintain a mechanism by which a Speaker may withdraw consent, and to record withdrawals on the register referred to in Section 7.4.
4. To respond to Speaker rights requests made to Princep, and to inform the Licensee where a request affects material already delivered.

A.5 Licensee’s obligations

1. To process the Speaker Data only for the Permitted Purpose and in accordance with Sections 3 and 7.
2. To apply the security measures described in Section 7.2.
3. To act on withdrawal notices within the period in Section 7.4.
4. To notify Princep of personal data breaches under Section 7.5.
5. Not to transfer the Speaker Data onward except as permitted by Section 2.3.

A.6 International transfers

Where the Licensee is established outside the jurisdiction in which the Speaker Data was collected, the Licensee shall ensure an appropriate transfer mechanism is in place under applicable law, and shall enter into standard contractual clauses with Princep on request.

A.7 Restricted jurisdictions

The Licensee acknowledges that certain jurisdictions restrict the use of biometric or artificial-intelligence systems in employment contexts, and that the Licensee is responsible for determining whether its intended use is lawful where it operates.

These are standard terms, not a final position. This page is published so that buyers can read our terms before they purchase. It is a starting point: terms can be varied by agreement, deal by deal, and the terms governing any particular licence are those agreed in writing at the time of that order. Nothing on this page is an offer, and publishing it does not commit Princep to license on these terms. To discuss terms for a specific dataset or use case, write to info@princep.io. See Section 11.9.

© Princep Pte. Ltd. Questions about this licence: info@princep.io · Withdrawal register