READ THIS AGREEMENT CAREFULLY. IT
CONTAINS VERY IMPORTANT INFORMATION
ABOUT YOUR RIGHTS AND OBLIGATIONS, AS
WELL AS LIMITATIONS AND EXCLUSIONS
THAT MAY APPLY TO YOU. THIS DOCUMENT
CONTAINS A DISPUTE RESOLUTION CLAUSE.
BY USING THE SYSTEM, YOU ARE
CONSENTING TO BE BOUND BY AND ARE
BECOMING A PARTY TO THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL OF THE
TERMS OF THIS AGREEMENT, DO NOT USE
THE SYSTEM AND RETURN IT TO CGI.
PLEASE CONTACT WILLIAM LABAR
(firstname.lastname@example.org) FOR ANY
Capitalized terms used herein will
have the meanings given below or in
the context in which the term is used,
as the case may be.
- A."Affiliate" of a party means any person or entity that directly or indirectly controls, is controlled by
or is under common control with, the party. As used in this definition, "control" means actual or equitable
ownership of a majority of the voting securities of an entity (or other securities, partnership interests or
means of electing or directing the management of the entity).
- B."Client" means the individual who accepts this LEaRN SENSOR DEPLOYMENT AGREEMENT ("AGREEMENT"), either
behalf of himself/herself or on behalf of a corporate or other legal entity.
- C."Confidential Information" means proprietary, confidential, or trade secret information disclosed under
this Agreement, as more fully defined in Section VI.
- D."Content" means any information, data, or any other materials placed by you and/or by CGI on your behalf
onto the LEaRN Data System or otherwise made available to CGI via the CGI System.
- E."Documentation" shall mean the softcopy or hardcopy documents supporting the functional and technical
aspects of the LEaRN System as such documents may be made available by CGI. Documentation may include such
items as user guides, functional reference documents, technical reference documents, on-line help and other
- F."LCG" shall mean Lafayette Consolidated Government.
- G."LEaRN System" means the LEaRN sensor system with embedded software as provided pursuant to this
- H. "LEaRN Data System" means, collectively, all of the components of the infrastructure and computing
environment (i.e. CGI or Third Party; facilities, hardware, operating systems, software applications and
associated databases, tables, data and documentation and training materials), used by CGI in the collection
data from the CGI System, and any applicable communication system and any applicable cloud service.
- I."Project" shall mean the Lafayette Engagement and Research Network Collaborative Air Quality project
awarded under the Environmental Protection Agency's Smart City Air Challenge described more fully at
- J."System Services" means the services to be provided by CGI for hosting, installing and maintaining LEaRN
Data System and all related services and tasks.
- K."Third Party(ies)" shall mean any natural person or legal entity other than CGI, LCG, UL Lafayette, and
Client or their respective Affiliates.
- L."Third Party Software" means a Third Party propriety software application, including but not limited to
any software licensed under an open source license.
- M.UL Lafayette shall mean the University of Louisiana, Lafayette campus.
- N."Updates" means a new version of the System Services which CGI makes generally available to its
Updates include bug fixes, patches, error corrections, non-new platform changes, or minor modifications or
revisions to the System Services that enhance existing performance. Updates exclude Upgrades and new
modules or functionality for which CGI generally charges a separate fee.
- O."Upgrades" means a new release that may contain (i) new applications; (ii) major functionality
enhancements or improvements; and/or (iii) a new platform, which CGI designates as an Upgrade and for which
CGI charges a separate license fee or, at CGI's election, new modules or products, or major releases that
include significant feature enhancements or significant architectural modifications for which CGI charges an
- A.License and Rights. In deploying the CGI System, YOU are supporting a community-based Internet-of-Things
(IoT) project that includes YOU, CGI, LCG, and UL Lafayette. YOUR support is completely voluntary, and you
will not be compensated in any manner for your participation. The Project has developed the LEaRN System for
deployment under this AGREEMENT, and this AGREEMENT provides the general terms and conditions on which CGI
will provide YOU with access to the LEaRN System and the System Services. Subject to the terms of this
AGREEMENT, CGI hereby grants YOU a revocable, non-exclusive, non-transferable right to use the LEaRN System
solely for YOUR own use for the licensed term. The hardware and software included in the LEaRN System are
sold to you, and ownership of the LEaRN System remains with CGI and the Project. The LEaRN System is
to be used only in connection and in furtherance of the Project and use of the LEaRN System Services. Any
of the LEaRN System except under the Project is unauthorized and may subject you to liability for
misappropriation or infringement.
- B.Support, Upgrades and Updates. Upgrades and updates to the Software are not provided under this
CGI will provide no support for the CGI System. However, CGI may request access to LEaRN System to perform
updates necessary for the operation of the LEaRN Data System.
- C.Restrictions. Without limiting the generality of the foregoing, YOU will use the LEaRN System only for
purposes set forth herein, and, further, YOU expressly agree that YOU do not have the rights to:
- Own title, or transfer title to the LEaRN System to another party;
- Distribute, sublicense, or otherwise provide copies or any rights in relation to the LEaRN System to
- Pledge, hypothecate, alienate, or otherwise encumber the LEaRN System to any third party;
- Modify, enhance, reverse-engineer, decompile, disassemble, or create substantially derived forms of
- D.Enforcement of Restrictions. CGI has the right to inspect and enforce the restrictions and covenants
contained in this AGREEMENT, and you hereby agree to promptly notify CGI of any known violations of such
restrictions. If violations are discovered during inspection, and such have not been notified to CGI, CGI
seek reimbursement from You of any expenses or costs associated with the inspection and bringing Your use of
the LEaRN System into compliance with this Agreement.
III.PERFORMANCE OF THE SYSTEM
- A.General. You shall use the System Services only for purposes of the Project, and not for resale or
otherwise for the benefit of third parties.
- B.Use of Third Party Suppliers. You acknowledge that CGI obtains products and services used in providing
LEaRN System from, and may otherwise delegate obligations hereunder to, it Affiliates or other Third Party
suppliers. Unless specifically indicated otherwise, no third party supplier of products or services provides
any warranty or undertakes any obligation in connection with the CGI System, the LEaRN Data System, or the
- C.Right to Make Changes to the CGI System. CGI may make any changes to the LEaRN System that CGI
in its sole discretion to be necessary or appropriate, including changes in facilities, computer hardware,
systems and/or applications software, programming languages, data communications, and location of systems
service equipment. CGI will provide prior notice (or, in the event of an emergency, prompt notice after the
occurrence of such emergency) if CGI believes such changes have a reasonable likelihood of materially and
adversely affecting your use of the CGI System.
- A.Access to and Use of System. You agree that use of the System and System Services to which access is
shall be (i) in compliance with the terms of applicable federal, state and local laws and regulations and
solely for your own use. You have no right to resell, distribute, or transfer the CGI System. You will not
disclose, download, decompile or re-engineer any LEaRN System software provided by CGI or its licensors and
used in the performance of System Services. You: (i) will not permit persons who are not authorized users to
access the System or System Services; (ii) agree to maintain the security of user or identification codes
associated passwords and (iii) agree to be responsible for their proper use. You agree to comply with any
rules of operation and security procedures established by CGI for access to and use of the System. You agree
that neither you nor anyone on your behalf will attempt to gain or allow access to any data, files or
of CGI to which you are not entitled under this AGREEMENT, and that if such access is obtained, you will
immediately report such access to CGI, cease all unauthorized access, return all CGI or Third Party
information obtained as a result of such unauthorized access, and safeguard any CGI or Third Party
obtained as a result of unauthorized access to CGI Confidential Information. You will be responsible for the
actions of your employees, Affiliates, and Permitted Users in connection with their access to and use or
misuse of the System.
- B.Compliance with Laws. You shall be solely responsible for ensuring that access and use of the System
Services will comply with all laws, rules, and regulations and decisions imposed by any jurisdiction in
the System Services are received or used. Each party will comply with any applicable data privacy law or
- A.CGI Ownership. CGI (or its licensors or suppliers, as the case may be) will retain ownership of all
components of the LEaRN System and the LEaRN System Services and all intellectual property rights in and to
the CGI System, and to all other proprietary rights, materials, Documentation, work products or assets that
are employed or developed in providing the System Services, including any successors, updates, extensions,
derivatives, translations or enhancements of any of the foregoing (in whole or in part, collectively
to as the "CGI Materials"). You will not copy or use any CGI Materials in any way that is not authorized by
this AGREEMENT, unless otherwise agreed in advance by CGI in writing. Any permitted copies of the CGI
Materials (including derivative works to the extent they incorporate or are based on any CGI Materials) made
by or for you are and will remain the property of CGI (or its licensors). You will reproduce and include on
any permitted copies of the CGI Materials all copyright or other proprietary rights notices or legends that
appear on or are otherwise included in the CGI Materials and you have no right to remove such notices. You
have no right to use any CGI logos, product names, trademarks, or other intellectual property owned by CGI
except as set out in this AGREEMENT.
- B.Grant of Rights to CGI. You hereby grant to CGI during your use of the CGI System, an exclusive,
irrevocable, unlimited right and license to access, display, reproduce, process and otherwise use the data
collected by the LEaRN System or any other information or data furnished to CGI by you or on your behalf in
connection with use of the LEaRN System under this AGREEMENT and as specified in Section VI.F of this
AGREEMENT. As between you and CGI, you agree that you will retain no rights in any collected data or
information provided by the LEaRN System or by in in the performance of the AGREEMENT.
- C.Reservation of Rights. CGI will not be prevented from using in its business any general ideas, concepts,
expressions, know-how, skills and experience possessed by it prior to, or developed or learned by it in the
course of performing the System Services.
- A."Confidential Information". "Confidential Information" means non-public information belonging to or in
possession of a party that is confidential or a trade secret and is furnished or disclosed to the other
under the AGREEMENT (including information exchanged in contemplation of entering into the AGREEMENT): (i)
tangible form and marked or designated in writing in a manner to indicate it is confidential or a trade
secret; or (ii) in intangible form and that either is of a nature that a reasonable person would understand
be confidential or a trade secret or is identified as confidential or a trade secret in a writing provided
the receiving party within thirty (30) business days after disclosure. CGI Confidential Information may
include the following: CGI Materials, CGI System; the CGI Data System, computer programs used in the LEaRN
System and/or in providing the System Services, financial or business information of CGI. CGI Confidential
Information will remain the property of CGI, and Client will not be deemed by virtue of this AGREEMENT or
access to the CGI Confidential Information to have acquired any right, title or interest in or to the CGI
- B.Exclusions. "Confidential Information" does not include any information that, as evidenced by written
documentation: (i) is already known to the receiving party without restrictions at the time of its
by the furnishing party; (ii) after its disclosure by the furnishing party, is made known to the receiving
party without restrictions by a Third Party having the right to do so; (iii) is or becomes publicly known
without violation of this AGREEMENT; (iv) is independently developed by the receiving party without
to the furnishing party's Confidential Information; or (v) is required to be disclosed under applicable
securities, tax or other regulations.
- C.Standard of Care. "Confidential Information" will remain the property of the furnishing party, and the
receiving party will not be deemed by virtue of the AGREEMENT or any access to the furnishing party's
Confidential Information to have acquired any right, title or interest in or to the Confidential
The receiving party agrees: (i) to hold the furnishing party's Confidential Information in strict
affording the furnishing party's Confidential Information at least the same level of protection against
unauthorized disclosure or use as the receiving party normally uses to protect its own information of a
similar character, but in no event less than reasonable care; (ii) to limit disclosure of the furnishing
party's Confidential Information to personnel having a need to know the information for the purposes of the
Project; (iii) not to disclose any such Confidential Information to any Third Party; (iv) to use the
furnishing party's Confidential Information solely and exclusively in order to carry out its obligations and
exercise its rights under the AGREEMENT; (v) not to sell, rent, lease, transfer, encumber, pledge,
transmit, modify, reverse engineer, compile, disassemble or otherwise use any Confidential Information of
disclosing party, in whole or in part, and (vi) to notify the furnishing party promptly of any unauthorized
use or disclosure of the furnishing party's Confidential Information and cooperate with and assist the
furnishing party in every reasonable way to stop or minimize such unauthorized use or disclosure. You agree
that you and your third parties will have processes in place to restrict the sharing of Client Confidential
Information and that such Confidential Information will not be sent to CGI for non-production and low level
- D.Compelled Disclosure. If the receiving party receives a subpoena or other valid administrative or
notice requesting the disclosure of the furnishing party's Confidential Information, the receiving party
to the extent permitted by applicable law, promptly notify the furnishing party. If requested, the receiving
party will provide reasonable cooperation to the furnishing party in resisting or limiting the disclosure at
the furnishing party's expense. Subject to its obligations stated in the preceding sentence, the receiving
party may comply with any binding subpoena or other process to the extent required by law, but will in doing
so make every effort to secure confidential treatment of any materials disclosed.
- E.Client Data. The Global Positioning Satellite (GPS) location street address of the LEaRN System will be
publicly visible on the LEaRN Data System, though the LEaRN Data System will not contain any identifying
information regarding property ownership or occupancy. You acknowledge that this data will be collected and
displayed. If you object to such data collection or display, do not deploy the LEaRN System and return it
unused to CGI. Notwithstanding anything to the contrary in this Agreement, CGI, LCG, and UL Lafayette may
the data collected by the LEaRN System in your use to draw aggregate conclusions for the purpose of
and analyzing aggregated data. CGI may use and permit the use of the aggregated data for any commercial
purpose that is consistent with applicable law. CGI may not use the data to collect data with respect to the
identity of individuals or in any manner that would violate the confidentiality provisions of this AGREEMENT
and may not permit any Third Party to have access to or use the data except as may be otherwise permitted
under this AGREEMENT.
- F.Relief. Each party agrees that if a court of competent jurisdiction determines that the receiving party
has breached, or attempted or threatened to breach, any of its confidentiality obligations to the furnishing
party or the furnishing party's proprietary rights, money damages will not provide an adequate remedy.
Accordingly, the furnishing party will be entitled to seek appropriate injunctive relief and other measures
restraining further attempted or threatened breaches of such obligations.
VII.CLIENT WARRANTY AND REMEDY FOR BREACH OF WARRANTY
- A.Client Warranty. You represent and warrant that: (i) if you are accepting this AGREEMENT on behalf of a
corporate or government entity, you have full authority to enter into this AGREEMENT; (ii) you have the
to allow CGI to access, use and transfer any and all information and data, accumulated in connection with
deployment of the LEaRN System and the System Services; (iii) you will use any data or information that is
provided by CGI or that you collect, process or maintain through your use of the System Services in
with all applicable laws; (iv) you have not and will not transfer to CGI any data, including Personal
Information beyond that which is necessary to utilize the System Services herein; and (v) you will
notify CGI of any Personal Information owner "opt out" or withdrawal of consent to access, use, and transfer
Personal Information collected in the use of the System Services. "Personal Information" will have the
of such term or like terms set forth in any applicable privacy laws that describes, covers or defines data
that identifies or can be used to identify individuals.
VIII.TERM AND TERMINATION
- A.Term. This Agreement will commence on the Date of your acceptance of this AGREEMENT and will continue
until December 31, 2019, or such other time as may be mutually agreed in writing, at which time YOU will
return the LEaRN System to the address set forth in Section XI below. At the end of this term, You agree
you will provide a certificate of compliance with all of the terms of this AGREEMENT.
- B.Survival. Any provision of the AGREEMENT that imposes or contemplates continuing obligations on a party
will survive the expiration or termination of this Agreement.
IX.LIMITATION OF LIABILITY AND REMEDIES
- A.Liability Limits. In no event shall either party be liable to the other, whether liability arises in
contract, tort or otherwise, for any direct, indirect, consequential, incidental, special, exemplary,
or punitive damages, regardless of whether it has been advised of the possibility of such damages, including
but not limited to loss of revenue or profits, failure to realize expected savings, loss of business
opportunities, interruption to business, loss of business information, or any damages claimed by a Third
Party. The foregoing limitations apply regardless of the cause or circumstances giving rise to any loss,
damage, or liability, even if such loss, damage, or liability is based on negligence or other torts or
- B.Hold Harmless. To the maximum extent provided by law, You will indemnify and hold CGI, LCG, and UL
Lafayette harmless from all costs, losses, expenses, and damages incurred as a result of your use of the CGI
- C.Waiver and Disclaimer.
NEITHER CGI, LCG, NOR UL LAFAYETTE UNDERTAKES ANY LIABILITY ASSOCIATED WITH THIS AGREEMENT. CGI DOES NOT
GUARANTEE THE ACCURACY OF ANY ADVICE, REPORT, OR DATA. NEITHER CGI, LCG, NOR UL LAFAYETTE PROVIDES ANY
WARRANTY ASSOCIATED WITH SENSOR PERFORMANCE, OR OTHER PRODUCT DELIVERED TO YOU THAT IS PRODUCED WITH OR FROM
DATA OR SOFTWARE PROVIDED TO YOU UNDER THIS AGREEMENT. NEITHER CGI, LCG, NOR UL LAFAYETTE WARRANTS THAT THE
LEARN SYSTEM WILL MEET YOUR REQUIREMENTS. THERE ARE NO WARRANTIES FOR SERVICES, AND CGI MAKES NO EXPRESS
WARRANTY OR REPRESENTATION EXCEPT THOSE STATED IN THIS SECTION.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, NON-INFRINGEMENT, PERFORMANCE
AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR
USAGE OF TRADE. CGI DOES NOT WARRANT THAT THE LEARN SYSTEM OR THE SYSTEM SERVICES OR ACCESS TO THE SYSTEM
BE UNINTERRUPTED OR THAT THE RESULTS OF THE SYSTEM SERVICES WILL BE ERROR-FREE.
YOU ACKNOWELDGE THAT YOU AFFIRMATIVELY WAIVE ANY AND ALL CLAIMS THAT YOU MAY HAVE NOW OR MAY ARISE DURING
TERM OF THIS AGREEMENT IN CONNECTION THIS AGREEMENT, THE PROJECT, DEPLOYMENT OF THE CGI SYSTEM, OR USE OF
SYSTEM SERVICES, WHETHER ARISING IN CONTRACT OR IN TORT, AGAINST CGI, LCG, UL LAFAYETTE, OR ANY OFFICER,
DIRECTOR, EMPLOYEE, AGENT, OR REPRESENTATIVE OF THE FOREGOING, AND YOU ACKNOWLEDGE THAT THIS WAIVER IS AN
ESSENTIAL ELEMENT OF THIS AGREEMENT AND A MATERIAL INDUCEMENT TO ENTERING INTO THIS AGREEMENT.
- D.Acknowledgment. Each party acknowledges and agrees that the limitations of liability set forth in this
Section IX are reasonable, that it reflects the parties' intended allocation of risk, and that the parties
would not have entered into this AGREEMENT in the absence of such limitations of liability. The limitations
liability set forth in this Section IX will survive the termination of this AGREEMENT.
- E.Savings Clause. The parties agree that the foregoing limitations will not be read so as to limit any
liability to an extent that would not be permitted under applicable law. If any part or provision of this
AGREEMENT is judged to be invalid or unenforceable, such part or provision is severed and the remainder of
this AGREEMENT shall continue to operate.
X.LAW AND DISPUTES
- A.Governing Law. This AGREEMENT will be governed by the laws of the state of Louisiana, without regard to
any provision of Louisiana law that would require or permit the application of the substantive law of any
- B.Export Control. You agree to comply fully with all relevant export laws and regulations of the United
States to ensure that no hardware, software, information or technical data is exported or re-exported
or indirectly in violation of law.
- C.Dispute Resolution. At the written request of either party, the parties will attempt to resolve any
dispute arising under or relating to this AGREEMENT. In the case that the parties cannot resolve the matter,
any claim, dispute, or controversy (whether in contract, tort or otherwise, whether pre-existing, present,
future, including statutory, common law, intentional tort and equitable claims capable in law of being
submitted to binding arbitration) against CGI, its agents, employees, officers, directors, successors,
assigns, or affiliates arising from or relating to this AGREEMENT, its interpretation, breach, termination,
validity, the relationship between the parties, shall be resolved exclusively and finally under the laws of
the state of Louisiana and in the Courts of the state of Louisiana.
- A.Assignment. Except as otherwise permitted in this AGREEMENT, neither party may assign or otherwise
transfer such party's rights or obligations hereunder, without the prior written consent of the other party,
which consent will not be unreasonably withheld. Any purported assignment in violation of the preceding
sentence will be void; provided, however, that CGI may assign or transfer the AGREEMENT and its rights and
obligations thereunder, without the prior written consent of the other party, to an Affiliate, successor by
merger or to an acquirer of all or substantially all of its business, stock or assets.
- B.Third Party Software. The LEaRN System contains various Third Party Software, including but not limited
Third Party Software subject to various open source licenses. The Third Party Software is conveyed subject
its respective applicable license, and is conveyed as is without any warranty or rights beyond those offered
under the applicable license.
- C.Address for Return of the CGI System. You agree that you will return the LEaRN System in working order
the following location not later than thirty (30) days from the date of termination as set forth in Section
538 Cajundome Blvd, Lafayette, LA 70506