LAA Services: Terms and Conditions

By ordering these Services Customer fully accepts description of Services and Deliverables as described in the Online Storefront and the terms listed below (collectively, the “Agreement”).

Definitions

1. University. REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, acting on behalf of the University of Colorado Boulder

2. Customer. Individual or entity purchasing Services via the Online Storefront.

3. Online Storefront. Virtual storefront or e-commerce platform utilized by University to describe and sell Services to Customer.

4. Services. Scope of work to be performed as defined in the Online Storefront.

5. Deliverables. Materials and/or data provided to the Customer in the course of performing 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. All rights in and to the Deliverables not provided to Customer are expressly retained and reserved by the University.

• 1.1. Curriculum Materials. University hereby grants Customer a license to use Deliverables consisting of curriculum materials in accordance with the terms of the Creative Commons Attribution 4.0 license.
• 1.2. Professional Learning Materials. University hereby grants Customer a license to use Deliverables consisting of professional learning materials in accordance with the terms of the Creative Commons Attribution NonCommercial 4.0 license.
• 1.3. Learning Tools. 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, use for any commercial purpose, or create derivative works of the Learning Tools, in whole or in part.

2. Acceptance. Acceptance of Deliverables will be effected upon University completion of Deliverables on University premises or when Deliverables are submitted electronically.

3. Liability. Customer acknowledges that access to the Services and Customer 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.

4. Rate. The rate and price, as defined in the Online Storefront, is subject to change with 30 days’ notice by University to Customer, to apply to work not yet started.

5. Export Controls. Customer will not disclose to University any information nor provide University with any items that are either export-controlled under International Traffic in Arms Regulations (“ITAR”) or that appear on the Commerce Control List (“CCL”) of the Export Administration Regulations (except as EAR99). Neither party shall export, directly or indirectly, any such information or items to any country which the United States Government, at the time of export, requires an export license or other Government approval without first notifying in writing and obtaining written approval from University’s Office of Export Controls. University has no obligation to restrict foreign national access in support of this effort.

6. 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 OCGServiceContracts@Colorado.edu and Learning Assistant Alliance of any necessary corrections to the information contained in this paragraph.

7. Governmental Immunities. Regardless of governing law, venue, or jurisdiction, with respect to the University’s status, rights, and obligations as a state institution and the governmental and sovereign immunities afforded University as a state institution, including, without limitation, under the Colorado Governmental Immunity Act (CRS §§ 24-10-101 et seq.), the laws of the State of Colorado control. This Paragraph is governed and construed in accordance with the laws of the State of Colorado.

8. Confidential Information. 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: (i) was known to the receiving party prior to receipt from the disclosing party; (ii) is or becomes public through no fault of the receiving party; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; (iv) is disclosed by disclosing party to a third party without a duty of confidentiality; (v) is independently developed by the receiving party without use of the disclosing party’s Information, as demonstrated by written evidence; (vi) receiving party is required by law to disclose, including in response to a Colorado Open Records Act (C.R.S. § 24-72-201 et seq.) request; or (vii) 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 termination of the Agreement.

9. 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.

10. Term and Termination This Agreement shall be effective as of the date Customer submits order for Services via the Online Storefront and shall continue in effect until the date that all Deliverables have been provided by University to Customer. 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 University up to the date of termination. University shall return any prepayment by Customer in excess of such sums.

11. Governing Law. The parties agree to abide by applicable federal, state, and local law.

12. Publicity. Neither party shall use the name or logo of the other party in any advertising, sales promotion, or other publicity matter without prior written approval.

13. 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. Neither party, nor any agent or employee of either party, shall be entitled to unemployment insurance or workers compensation benefits through the other party.

14. Entire Agreement. This Agreement constitutes the entire and only agreement between the Parties with respect to the Services and supersedes all prior and subsequent oral and written agreements, understandings, promises, and representations, including terms attached to any purchase order or other contractual document issued by the Customer. Should the processing of this Agreement require Customer's issuance of a purchase order or other contractual document, all terms and conditions of such document are deleted in their entirety and superseded by this Agreement. This Agreement may only be modified by signed mutual agreement.

Version 2026.04-00