LAA Services: Terms and Conditions
1. Deliverables. University is, and will remain, the sole and exclusive owner of all right, title, and interest in and to Deliverables, including all intellectual property rights. Subject to the terms of the Creative Commons Attribution 4.0 license the University hereby grants Customer a license to use Deliverables consisting of curriculum materials. Subject to the terms of the Creative Commons Attribution NonCommercial license the University hereby grants Customer a license to use Deliverables consisting of professional learning materials. University hereby grants Customer, for non-public internal operations use only, a non-exclusive, non-sublicensable, non-transferrable license to reproduce, display and publicly perform each of the Deliverables consisting of professional learning materials (“Learning Tools”). Customer acknowledges and agrees that the license granted to it by this provision does not include the right to modify, edit, translate, include in collective works, or create derivative works of the Learning Tools in whole or in part. All other rights in and to the Deliverables are expressly reserved by the University.
2. Acceptance. Acceptance of deliverables will be effected upon University completion of deliverables identified in Box 8 on the University premises or when electronic deliverable has been submitted. Customer has the right to inspect and evaluate work performed or being performed, at all reasonable times and in a manner that will not unduly delay the work.
3. Transfer of Materials to University. RESERVED.
4. Liability. Customer acknowledges that access to the Services and Materials is not controlled or video-monitored and that access is on the honor system. University is not responsible for any damage to Customer's Materials, no matter the cause, including but not limited to damage caused by negligence, mistake, power outage, other user errors, or theft. Customer is solely responsible for any liability arising out of Customer’s use of or reliance upon Deliverables or anything generated from the Deliverables.
5. Rate. Rate subject to change with 30 days’ notice to apply to work not yet started.
6. Export Controls. Customer will not disclose to University any information nor provide University with any item(s) that are either export-controlled under International Traffic in Arms Regulations, or that appear on the Commerce Control List (except as EAR99) of the Export Administration Regulations. Neither party shall export, directly or indirectly, any such information or items to any country which the U.S. Government at the time of export requires an export license or other Government approval without first obtaining such license or approval. University has no obligation to restrict, foreign national access in support of this effort.
7. Funds Transparency and Reporting Compliance. The parties will cooperate with one another to ensure compliance with applicable fund transparency and reporting laws and regulations. Based upon information available, it is understood that Customer’s country of incorporation is the United States of America. It is also understood that Customer should be looked to as the sole obligor and recipient of rights under this Agreement, and that Customer is not acting as an agent of, or on behalf of, another entity. In order to ensure correct reporting, Customer agrees to promptly notify the administrative contact at the University of any necessary corrections to the information contained in this paragraph.
8. Governmental Immunities. The University and Customer agree that as state institutions, their respective governmental and sovereign immunities shall be as afforded in their respective state statutes and will be interpreted according to such state’s applicable laws.
9. University Facilities Use Details. Subject to these terms and conditions and upon request, Customer may request and University may provide Customer with office, laboratory or other work space, equipment and/or supplies (hereinafter referred to both individually and collectively as, the “University Facilities”), as the University deems appropriate. The University reserves the right to reasonably modify, change or revise the University Facilities that Customer uses. Customer shall use the University Facilities only as directed by the University and in compliance with all applicable laws and regulations. The University reserves the right to revoke at any time access to all or any portion of the University Facilities. Use shall not interfere in any manner with the University’s research, operations, or another third party use authorized by the University.
9.1 If University permits Customer access to or use of University Facilities, Customer must maintain, at its own expense and for the duration of any and all use: General Liability coverage with limits of not less than $2,000,000 combined single limit; where applicable, auto coverage for owned and non-owned auto liability with limits of not less than $1,000,000; where applicable, fire coverage limits not less than $1,000,000; where applicable, pollution liability coverage if use or storage of hazardous or regulated materials is anticipated; where applicable, workers’ compensation coverage at required statutory limits. All insurance policies shall name the Regents of the University of Colorado, a body corporate, as additional insured. The certificate Holder shall be: The Regents of the University of Colorado, University Risk Management, 1800 Grant Street, Suite 700, Denver, CO 80203-1187. Certificates must be provided at the time of Customer acceptance of Agreement and prior to University beginning Services and shall be sent via e-mail to: URM@CU.EDU. Policies shall be primary to all other coverage that may be concurrently in effect. All policies shall be underwritten by a company licensed to do business in the State of Colorado.
9.2 Customer shall be solely responsible for its use of University Facilities and shall indemnify and hold harmless The Regents of the University of Colorado, its officers, administrators, agents, employees, and students from and against any and all claims or demands or damages in any way arising from Customer’s use of University Facilities. Indemnification shall not be limited and shall include any liability or payment (including costs and attorney’s fees) by reason of any damages or bodily injury (including death) sustained by any person or persons or on account of damage to property, including the loss or use thereof arising out of or in connection with the use.
9.3 Customer may use the University Facilities only for authorized purposes consistent with the project related to the Services and only to the extent that those purposes or functions for which the equipment was safely designed. Customer shall immediately notify the Unit in the event of any problems with the University Facilities. Customer shall refrain from use of University Facilities if functionality or safety is or appears to be compromised. Customer shall comply with all applicable local, state, and federal laws and regulations, in addition to all applicable University policies, rules and procedures. Customer shall review and abide by any and all applicable laboratory safety/operations plan/rules as provided by University prior to use and to follow all rules and directions from University personnel regarding use.
10. Confidential information (“Information”) is information that is not generally known to the public, and may include data, technical and non-technical materials, designs, processes, software, strategies, product samples, specifications, or any other financial or business information. This Agreement applies to protect only Information, whether or not patentable, furnished by one party of this Agreement (“disclosing party”) to the other (“receiving party”), that is clearly marked “Proprietary” or “Confidential,’ or that, if disclosed orally or in some other intangible form, is identified as confidential at the time of disclosure and thereafter in a written summary sent to the receiving party by the disclosing party, within 15 days of the date of intangible disclosure. For absence of doubt, this agreement shall not be considered Information.
This Agreement imposes no obligation upon the receiving party with respect to Information that: (a) was known to the receiving party prior to receipt from the disclosing party; (b) is or becomes public through no fault of the receiving party; (c) is rightfully received by the receiving party from a third party without a duty of confidentiality; (d) is disclosed by disclosing party to a third party without a duty of confidentiality; (e) is independently developed by the receiving party without use of the disclosing party’s Information, as demonstrated by written evidence; or (f) receiving party is required by law to disclose, including the Colorado Open Records Act (C.R.S. § 24-72-201 et seq.); or (g) is disclosed by the receiving party after the disclosing party’s prior consent.
The receiving party agrees to maintain the disclosing party’s Information in confidence and to use the disclosing party’s Information for the sole purpose of conducting the Services. The obligations of confidentiality and non-use of Information will terminate upon 3 years from the completion of the Agreement.
11. Disclaimer of Warranties. UNIVERSITY SERVICES, FACILITIES, EQUIPMENT, AND SUPPLIES ARE PROVIDED “AS IS’ WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. UNIVERSITY EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL UNIVERSITY, ITS OFFICERS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER IN AN ACTION IN CONTRACT OR TORT ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Termination. Either party may terminate this Agreement upon 30 days’ prior written notice to the other. Customer shall be responsible for all costs and any non-cancellable obligations incurred by the University up to the date of termination. University shall return any prepayment by Customer in excess of such sums.
13. Governing Law. The parties agree to abide by applicable federal, state, and local law.
14. Publicity. Neither party shall use the name or logo of the other party in any advertising, sales promotion nor other publicity matter, without prior written approval.
15. Independent Contractor. In the performance of this agreement, neither party is authorized or empowered to act as agent for the other party nor shall one party be bound by the acts or conduct of the other party. Each party shall act as an independent contractor and not as an employee of the other. The parties, nor any agent or employee of either party, shall not be entitled to unemployment insurance or workers compensation benefits through the other party.