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Ookla Master License Agreement 1
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MASTER LICENSE AGREEMENT
This Master License Agreement (“Agreement”) is between Ookla, LLC, a Washington limited liability company with
offices located at 1524 5th Avenue, Suite 300, Seattle, WA 98101 (“Ookla”), and Eagle County, Colorado , a body
corporate and politic with offices located at 500 Broadway, Eagle,
Colorado____________________________________________________________ (“Licensee” or “County”) as of
_____________________, 20__ (the “Effective Date”).
This Agreement sets forth the terms and conditions that are common to Ookla’s suite of products and services and
will govern any license to use Ookla’s data, products and services. The Agreement does not by itself license any
Licensed Materials to the Licensee. The parties must execute an additional document (“Appendix”) to license
particular Licensed Materials, and any such Appendix may contain additional terms and conditions that will apply to
such particular Licensed Materials. Any Appendices that are executed between the parties on or after the Effective
Date will be governed by and subject to the terms of this Agreement.
1. Defined Terms.
Affiliate: An entity that directly or indirectly controls, is controlled by, or is under common control with,
another entity. For Ookla, the term “Affiliate” includes, without limitation, Ziff Davis Ireland Limited trading as
Ookla International, an Irish company.
Confidential Information: Licensed Materials, any information contained therein, Intellectual Property and
any other Ookla or Licensee non-public information deemed confidential or which would be reasonably considered
confidential due to the nature of the information disclosed and the circumstances surrounding its disclosure. This
includes, but is not limited to, information relating to software or other products developed or being developed,
information relating to the marketing and/or promotion of products or services, information relating to business
policies or practices and information received from others that require confidentiality. Each party reserves the right,
subject to Section 6.4, to designate what is and what is not such party’s own Confidential Information.
Disclosing Party: The party sharing any Confidential Information. This can be either Ookla or the Licensee.
Fees: Costs and expenses for Licensed Materials licensed to Licensee as set forth in an Appendix.
Intellectual Property: All copyrights, patents, Marks, trade secret rights, and other intellectual property
rights associated with the Licensed Materials, whether registered or unregistered, and including all applications (or
rights to apply) for, renewals or extensions of such rights and all similar or equivalent rights or forms of protection
which may now or in the future subsist in any part of the world.
Licensed Materials: Any data, products and/or services licensed to the Licensee pursuant to the terms of an
Appendix, including but not limited to (i) any data or source code, proprietary methodology or process embodied in,
developed in connection with or in any way associated with the Licensed Materials and (ii) any other materials
developed by Ookla or its Affiliates in the course of providing the Licensed Materials.
Marks: All trademarks, service marks, trade names and/or trade dress associated with the Licensed Materials.
Property: All Licensed Materials and Intellectual Property.
Receiving Party: The party receiving any Confidential Information. This can be either Ookla or the Licensee.
2. Licensed Materials. The Licensed Materials shall be set forth in one or more Appendices, which shall be
governed by the terms and conditions set forth in this Agreement. The Licensed Materials shall be provided in
accordance with the terms and conditions set forth in an Appendix and this Agreement.
3. Fees and Payments. Licensee will pay Ookla the Fees as set forth in an Appendix. Fees shall be paid upon
execution of each Appendix and prior to the Licensed Materials listed in each Appendix being made available to
Licensee. Any subsequent or other fees will be invoiced by Ookla and payment shall be due within thirty (30) days of
the invoice date. If any invoice is not paid within forty-five (45) days of the invoice date, Licensee agrees that Ookla
may, in its sole discretion, either (a) refuse to release, suspend or terminate any access to any Licensed Materials
(including termination of an Appendix and/or this Agreement) on written notice to Licensee that is not cured within
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fifteen (15) days of written notice thereof, Licensee acknowledges that the Fees are non-refundable under any
circumstances. All taxes and fees required by law that may be applicable to any Licensed Materials shall be paid by
Licensee.
4. Term and Termination.
4.1. Term. The term of this Agreement begins on the Effective Date and shall continue until the earlier of (i)
twelve (12) months past the expiration date of an Appendix entered into by the parties that is subject to this Agreement,
or (ii) until terminated pursuant to the terms herein. An Appendix shall expire or terminate pursuant to the terms and
conditions set forth therein.
4.2. Termination. Either party may terminate an Appendix and/or Agreement immediately with prior written
notice to the other party in the event of a material breach (other than non-payment of Fees) of the Appendix and/or
Agreement by the other party that is not cured within thirty (30) days of written notice thereof from the other party.
For any non-payment of Fees, Ookla may, in its sole discretion, (i) terminate an Appendix and/or Agreement, (ii)
suspend or terminate access to any Licensed Materials, and/or (iii) refuse to release any Licensed Materials, on written
notice to Licensee that is not cured within fifteen (15) days of written notice thereof. Either party may also terminate
this Agreement and/or any Appendix immediately with prior written notice to the other party if a petition under any
foreign, state or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be
created or amended, is filed by the other party; if such a petition is filed by any third party implicating the other party;
or if an application for a receiver of the other party is made by anyone, and such petition or application is not resolved
favorably by such party within thirty (30) days.
4.3. Effects of Termination. If this Agreement and/or any Appendix is terminated for any reason or expires,
Licensee shall immediately pay Ookla any outstanding Fees, up to the date of termination or expiration, for which
Ookla has not otherwise been paid. Additionally, Licensee shall either promptly return to Ookla all copies of the
Property in its possession or destroy all copies of the Property (except for any of the Licensed Materials which
Licensee has the right under this Agreement and/or an Appendix to retain) and, upon Ookla’s request, have a duly
authorized representative certify in writing that all such copies have been returned or destroyed.
5. Property.
5.1. Licensee agrees without reservation that Ookla and its Affiliates own and retain all right, title, and interest in
and to all Property, and any copies of the foregoing. Licensee shall not modify, adapt, reproduce, distribute, resell,
retransmit, merge with any other program, prepare derivative works based on, demonstrate, translate, or reverse
engineer, decompile, disassemble or otherwise attempt to derive source code from any Property, unless otherwise set
forth in an Appendix. Licensee shall not engage in any action which modifies, falsifies, misrepresents, alters or
interferes with any Property.
5.2. Licensee shall not misuse the Property governed by this Agreement and its related Appendices, including but
not limited to: (i) unauthorized copying, modifying, distributing, sub-licensing or reselling the Property; (ii) enabling
others to use the Property with Licensee’s account information; (iii) circumventing any access or use restrictions put
into place to prevent certain uses of the Property; (iv) attempting to disable, impair or destroy the Property; (v)
disrupting, interfering with or inhibiting any other user from using the Property; (vi) marketing or advertising any
products or services through the Property unless explicitly allowed to do so; and (vii) violating applicable law.
5.3. Licensee will take all steps necessary to protect Ookla’s and its Affiliates’ proprietary rights in the Property,
including but not limited to the proper display of copyright, trademark, trade secret and other proprietary notices on
any copies of the Property as detailed herein and in each Appendix.
6. Mutual Confidentiality Agreement.
6.1. The Receiving Party and its Affiliates and its and their officers, directors, employees and agents (collectively,
the “Representatives” of the Receiving Party) will not (i) share the Disclosing Party’s Confidential Information with
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any person other than with Representatives of the Receiving Party who have a need to know and who are obligated to
the Receiving Party to maintain the confidence of the Confidential Information upon terms or to a degree no less
protective of the Confidential Information than the provisions of this Agreement, or (ii) use the Disclosing Party’s
Confidential Information at any time or for any purpose not expressly authorized in this Agreement; provided,
however, that any disclosure of Licensed Materials by Licensee to its Affiliate for any reason must be approved in
writing by Ookla prior to any such disclosure. The Receiving Party and its Representatives will maintain the
confidentiality of the Disclosing Party’s Confidential Information with reasonable care and at least the same degree
of care as the Disclosing Party exercises to protect its own confidential, proprietary and trade secret information. The
Receiving Party shall be responsible for any violation of this Agreement by its Representatives.
6.2. The Receiving Party will promptly notify the Disclosing Party of any misappropriation or misuse of the
Disclosing Party’s Confidential Information. Upon termination of this Agreement, the Receiving Party will
immediately return all copies of Confidential Information to the Disclosing Party, whether in hard copy, electronic
form or other media. Notwithstanding any other provision of this Agreement, the Disclosing Party shall be entitled to
seek injunctive and other equitable relief in the event of any breach or threatened breach by the Receiving Party of its
nondisclosure obligations.
6.3. With respect to Confidential Information that constitutes trade secrets pursuant to applicable law, the
Receiving Party’s obligations will continue for so long as such Confidential Information continues to constitute trade
secrets. With respect to Confidential Information that does not constitute or that ceases to constitute trade secrets
pursuant to applicable law, the Receiving Party’s obligations will continue for not less than the term of this Agreement
and for a period of three (3) years thereafter.
6.4. The nondisclosure obligations outlined here will not apply to information that, as proven by competent,
tangible documentary evidence: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party;
(ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party
from a third party without restriction as to disclosure; (iv) is developed independently by the Receiving Party without
use of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law, including any
Freedom of Information Act requests or similar statutes if Licensee is bound by such requirements, provided that the
Receiving Party provides reasonable notice to the Disclosing Party of a required disclosure and reasonably cooperates
with the Disclosing Party in limiting such disclosure.
7. Representations and Warranties.
7.1. Mutual Representations and Warranties. Ookla and Licensee each represent and warrant to the other that:
a) it shall perform its obligations and exercise its rights under this Agreement and/or any Appendix in
accordance with all applicable laws;
b) it has full power and authority to execute and deliver this Agreement and/or any Appendix, to grant
the licenses granted in any Appendices, and to perform its obligations hereunder and under any Appendices;
c) neither the execution and delivery of this Agreement and/or any Appendix nor the consummation
and performance of this Agreement and/or any Appendix by it conflicts with or violates any agreement to which it is
bound or any applicable law, rule or regulation; and
d) it shall comply and shall cause its personnel to comply with the confidentiality, privacy and security
obligations and all other sections set out in this Agreement.
7.2. Ookla Representations and Warranties. Without limiting Section 7.1 above, Ookla represents and
warrants to Licensee that:
a) Ookla shall provide and cause its personnel to provide, in a professional and timely manner, the
Licensed Materials as described in the relevant Appendix;
b) the Licensed Materials are lawfully acquired and do not and shall not infringe on or misappropriate
any third parties’ U.S. trade secret and U.S. Intellectual Property rights;
c) the Licensed Materials do not and shall not (i) contain any computer virus, worms or Trojan horses,
or (ii) otherwise introduce any harmful, limiting or destructive code file, script, agent or program or (iii) send spam or
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otherwise duplicative or unsolicited messages into the Licensee’s or an end user’s computer or hardware; and
d) the Licensed Materials shall function in accordance with requirements detailed in the relevant
Appendix.
8. Indemnification, Warranty Disclaimer, and Limitation of Liability.
8.1. Indemnification. Intentionally omitted.
8.2. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT OR UNLESS
OTHERWISE PROHIBITED BY APPLICABLE LAW, OOKLA IS PROVIDING ALL LICENSED MATERIALS
TO LICENSEE “AS IS”, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, AND OOKLA
HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND
NON-INFRINGEMENT. NEITHER OOKLA NOR ANY SUPPLIER OR OTHER THIRD PARTY WARRANTS
THAT THE LICENSED MATERIALS WILL MEET THE REQUIREMENTS OF THE LICENSEE OR ITS
CUSTOMERS, THAT THE OPERATION OF THE LICENSED MATERIALS WILL BE UNINTERRUPTED OR
ERROR FREE, OR THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED. THE ENTIRE RISK ARISING
OUT OF THE USE OF ANY LICENSED MATERIAL REMAINS WITH THE LICENSEE OR, IF APPLICABLE,
ITS CUSTOMERS.
8.3. Limitation of Liability. Except for Licensee’s breach of Sections 5 and 6 above, neither party shall be liable
to the other party for any loss of profits, loss of use, loss or corruption of data, interruption of business, or any indirect,
special, incidental, consequential, exemplary, or punitive damages arising out of this Agreement or the provision of
or failure to provide any Licensed Materials, even if the innocent party was advised of the possibility of such damages.
Except for Licensee’s breach of Sections 5 and 6 above, the Indemnifying Party’s entire liability and the Indemnified
Parties’ exclusive remedy for any Losses under this Agreement will be limited in any event to the Indemnified Parties’
direct and actual damages, not to exceed one hundred percent (100%) of the total compensation paid by Licensee
under this Agreement and/or any Appendices related thereto during the twelve (12) month period preceding the event
from which such liability arises. Licensee acknowledges and agrees that this limitation of liability is a material term
of this Agreement, that the price of any Licensed Materials provided under any Appendix is predicated on the
enforceability of the foregoing limitation of liability and disclaimer of warranties, and that the price would be
substantially higher if Ookla could not limit its liability and disclaim warranties as provided herein. Licensee agrees
that any efforts by Ookla to update any Licensed Materials shall not be deemed a waiver of these limitations. Each
party shall be liable only to the other. Except for each party’s rights and obligations under Sections 8.1 and 8.2, each
party expressly disclaims any liability to or for the benefit of any other third parties.
9. Miscellaneous.
9.1. Press Release. Without Ookla’s prior written consent, Licensee may not issue press releases or other
publicity relating to Ookla, its Affiliates or this Agreement (including any Appendices thereto). Notwithstanding
the foregoing, Ookla acknowledges that this shall not prevent Licensee from complying with its obligations under
applicable law.
9.2. Assignment; Benefit. Licensee shall not assign this Agreement and/or any Appendix or any of its rights
under this Agreement and/or any Appendix (directly, by operation of law, or otherwise) without the prior written
consent of Ookla, which consent shall not be unreasonably withheld. Licensee shall also obtain the prior written
consent of Ookla to assign this Agreement and/or any Appendix if the ownership, directly or indirectly, of more than
fifty percent (50%) of the voting securities of, or possession of the right to vote, of more than fifty percent (50%) of
the voting interest in Licensee changes, whether such transfer occurs at one time or in a series of related transactions,
and whether it is by stock or otherwise; provided, however, that such consent shall not be required if (x) the ownership
of more than fifty percent (50%) of the voting interest is transferred to another entity or entities controlling, controlled
by or under common control with Licensee or (y) there is an initial public offering or other transaction where shares
of Licensee may be freely traded on a public exchange. Ookla may assign this Agreement, to (i) any Affiliate of Ookla,
(ii) an acquirer of all or substantially all of the assets or equity of Ookla, or (iii) in connection with a reorganization
or merger. This Agreement will inure to the benefit of and be binding on the parties, their heirs, personal
representatives, successors, and permitted assigns.
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9.3. Force Majeure. Neither party shall be liable for failure to comply with any of the terms of this Agreement
to the extent that such failure was caused by fire, flood, earthquake, storm damage, war, insurrection, government
restrictions, telecommunications outages, Internet outages, power outages, acts of terrorism, force majeure, or other
causes beyond that party’s reasonable control.
9.4. Applicable Law; Venue. This Agreement shall be construed in accordance with and governed by the laws
of the State of Colorado, without regard to its choice of law rules. The parties agree that the state courts located in
Eagle, Colorado shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with
this Agreement or any Appendices thereto. Each party hereby expressly consents to the jurisdiction of such courts
with respect to any such dispute, waives any objection, whether on the grounds of venue, residence or domicile or on
the ground that the proceeding has been brought in an inconvenient forum, and agrees that service of process in any
such proceeding may be made by hand delivery or overnight courier with proof of delivery. In the event of any dispute
arising out of or related to the Agreement, the substantially prevailing party shall be entitled to receive its reasonable
attorneys’ fees and costs from the other party, in addition to any other relief to which the party is entitled.
9.5. Severability; Interpretation. In the event that any court of competent jurisdiction determines that any
provision of this Agreement is unreasonable or unenforceable for any reason, it is the intention of the parties that said
provision be enforced to the fullest extent permitted by law, that the Agreement shall thereby be reformed, and that in
any event the remaining provisions of this Agreement shall remain in full force and effect. This Agreement is a
negotiated document and shall be deemed to have been drafted jointly by the parties, and no rule of construction or
interpretation shall apply against any particular party based on a contention that the Agreement was drafted by one of
the parties. This Agreement shall be construed and interpreted in a neutral manner.
9.6. Complete Agreement. This Agreement and any Appendices (including Schedules thereto) executed by the
parties and governed by the terms of this Agreement, whether now or in the future, constitute the entire agreement
between the parties, and it supersedes any and all prior or contemporaneous communications, representations,
proposals, agreements, and understandings between the parties. To the extent that there is any conflict between any
term of this Agreement and any term in any Appendices, the applicable terms of this Agreement shall control.
9.7. Modification. No waiver, modification, amendment or discharge of any provision of this Agreement
(including but not limited to any change orders, and any such waiver, modification, amendment, or discharge allegedly
resulting from custom, usage or trade and/or course of dealing) will be valid unless it is in writing and duly executed
by both parties. Any such waiver, modification, amendment, or discharge shall be effective only with respect to the
specific obligation(s) described in such writing.
9.8. Notices. Any notices under this Agreement shall be deemed given when delivered, if delivered in person, or
sent electronic mail (with confirmation of receipt), overnight courier, or certified or registered mail (postage prepaid)
to the other party at the address set forth on the first page of this Agreement. Copies of any notices to Ookla shall also
be sent to Ziff Davis, LLC, Attention: Legal Department, 114 5th Avenue, 15th Floor, New York, NY 10011 USA or
legal@ookla.com. Copies of any notices to Eagle County shall also be sent to Eagle County IT Department, Attn:
Scott Lingle, 500 Broadway, PO Box 850, Eagle, CO 81631 or scott.lingle@eaglecounty.us with a copy to Eagle
County Attorney, 500 Broadway, PO Box 850, Eagle, CO 81631 or atty@eaglecounty.us. Either party may, by notice
in writing to the other party, change the address to which notices to that party are to be given.
9.9. Waiver. No failure or delay by either party in exercising any right, power, or remedy hereunder shall operate
as a waiver thereof. The waiver by one party of any breach or series of breaches of any provision of this Agreement
by the other party will not operate or be construed as a waiver of any subsequent breach by that party of that or any
other provision of this Agreement.
9.10. Miscellaneous. All provisions of the Agreement which by their nature are reasonably intended to survive
the termination of the Agreement shall survive such termination. This Agreement shall not be deemed to create a
partnership or joint venture or other relationship other than that of contracting parties. Section headings have been
included in the Agreement merely for convenience of reference. They are not considered part of this Agreement, or to
be used in the interpretation thereof. This Agreement and any Appendices may be executed in multiple counterparts,
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any one of which will be deemed an original, but all of which shall constitute one and the same instrument.
9.11. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations
under this Agreement after, nor shall any payments be made to Ookla in respect of any period after December 31 of
any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County
Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget
Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20).
OOKLA, LLC
By:
Printed Name:
Title:
LICENSEE:
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its COUNTY MANAGER
By: ______________________________
Jeff Shroll, County Manager
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Chief Revenue Office
Shawn Heidel
APPENDIX TO MASTER LICENSE AGREEMENT
(SPEEDTEST INTELLIGENCE LICENSE)
This Appendix to Master License Agreement (“Appendix”) is made by and between
Ookla, LLC, a Washington limited liability company with offices located at 1524 5th Avenue,
Suite 300, Seattle, WA 98101 (“Ookla”), and the Licensee listed on Schedule A (including any
Affiliates listed therein), which is a part of this Appendix, as of the Appendix Effective Date (as
defined on Schedule A). This is an appendix to, and shall be interpreted in conjunction with, that
certain Master License Agreement between the parties described in Schedule A (the “MLA”).
Any capitalized terms not specifically defined herein shall have the meaning given in the MLA.
NOW THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties agree as follows:
• Licensed Materials. The Licensed Materials shall consist of one or both of the following items (provided
that such item is described in Schedule A attached hereto): (a) the Speedtest Intelligence Data and/or (b)
access to Ookla’s portal (the “Speedtest Intelligence Portal”) to access and analyze the Speedtest
Intelligence Data; and/or (c) Background Coverage Sampling Data; and/or (d) access to Ookla’s Cell
Analytics Portal (the “Cell Analytics Portal”) to access and analyze the Background Coverage Sampling
Data, each in accordance with the terms of this Appendix. Speedtest Intelligence Data refers to certain
results of individual tests performed by Internet users measuring the speed, latency and other primary
network characteristics of their Internet or wireless mobile (cellular) network connections along with
information ascribed to each given data record by Ookla. Background Coverage Sampling Data refers
device information, radio measurements, and data usage measurements gathered from wireless network
users. In consideration for the Licensee’s payment of the Fees and compliance with the MLA, the Licensed
Materials will be made available to the Licensee in accordance with the terms and conditions in the MLA
and this Appendix.
• Fees. Licensee will pay Ookla the Fees set forth in Schedule A.
• Term. The term of this Appendix shall begin on the Appendix Effective Date and shall expire on the
Expiration Date set forth in Schedule A (the “Term”).
• Grant of License. Ookla hereby grants to Licensee a non-exclusive, limited license (a) to analyze the
Speedtest Intelligence Data for the Term, and/or (b) to access and use the Speedtest Intelligence Portal for the Term
to analyze the aggregated Speedtest Intelligence Data and/or (c) to analyze the Background Coverage Sampling Data
for the Term and/or to (d) access and use the Cell Analytics Portal for the Term to analyze the aggregated
Background Coverage Sampling Data, each in accordance with the terms and conditions of the MLA and Appendix;
provided, however, that Ookla may, in its sole discretion, terminate this Appendix immediately in the event of
Licensee’s breach of this Appendix. This license shall be non-transferable and non-assignable except as may be
otherwise expressly provided in the MLA.
• Restrictions on Use of Licensed Materials. Licensee may use Licensed Materials only for Licensee’s
internal use, and Licensee shall not sell, loan, rent, lease, transfer, sublicense, distribute, market, advertise, publicize,
or grant to any third parties any Licensed Materials or any part thereof, or any subsequent reports or data sets created
using the Licensed Materials or any other printed or electronic materials of any nature incorporating any information
from the Licensed Materials (including but not limited to any derivative works as defined in the U.S. Copyright
Act), nor shall Licensee otherwise make the Licensed Materials or any subsequent reports or data sets created using
the Licensed Materials therein available to any third party. Licensee may not use any data, claims, summary pull
quotes or any information that can be derived from the Licensed Materials or any subsequent reports or data sets
created using the Licensed Materials in any of its websites, public relations, marketing, sales, social media or
advertising. . Licensee may not use any portion of the Speedtest Intelligence Data, the Background Coverage
Sampling Data or any data files that comprise or are included in or with the Speedtest Intelligence Data or
Background Coverage Sampling Data (the “Data Files”) (either alone or in combination with other data) to
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individually identify or target, for advertising or other purposes, Ookla’s users who conducted individual tests and/or
whose data comprises the Speedtest Intelligence Data, Background Coverage Sampling Data or Data Files. Licensee
also represents and warrants that it has not and shall not take any action which modifies, falsifies, misrepresents,
alters or interferes with any Speedtest results (“Unacceptable Activity”). If Ookla determines that Licensee has
directly or indirectly engaged in or supported any Unacceptable Activity, this Appendix may be terminated by Ookla
in its sole discretion.
• Ookla’s Obligations. Upon receipt by Ookla of all Fees indicated on Schedule A, Ookla will provide to
Licensee a user name and password to access the Speedtest Intelligence Portal in order to obtain and analyze the
Speedtest Intelligence Data and/or the Cell Analytics Portal in order to obtain and analyze the Background Coverage
Sampling Data, if applicable.
• Termination. In addition to the obligations described in Sections 4.3 and 6.2 of the MLA, upon
termination or expiration of the MLA and/or this Appendix, Ookla may immediately disable the Licensee’s access to
the Licensed Materials, if applicable. Notwithstanding the foregoing, Licensee may continue to use the Speedtest
Intelligence Data and/or the Background Coverage Sampling Data after expiration of the Term; provided, however,
that: (a) the terms of the MLA and this Appendix shall continue to apply with respect to such retained Speedtest
Intelligence Data and/or Background Coverage Sampling Data; and (b) upon written request from Ookla, in its sole
discretion, Licensee shall return or destroy all copies of the Speedtest Intelligence Data and/or Background
Coverage Sampling Data in its possession.
• Compensation. County shall compensate Ookla for the performance of the Services in a sum computed
and payable as set forth in Schedule A. The performance of the Services under this Agreement shall not
exceed $5,600. Ookla shall not be entitled to bill at overtime and/or double time rates for work done
outside of normal business hours unless specifically authorized in writing by County.
OOKLA
By: ______________________
Printed Name:
Title: ______________________
LICENSEE:
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its COUNTY MANAGER
By: ______________________________
Jeff Shroll, County Manager
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Shawn Heidel
Chief Revenue Office
SCHEDULE A
ADDITIONAL TERMS
Licensee: Eagle County Colorado
Appendix Effective
Date: August 1st 2022
Master License
Agreement Date: August 1st 2022
Licensed Materials
Included: Speedtest Intelligence Consumer Initiated Data
-12 Month Subscription: August 1st 2022 to July 31st 2023
-Includes 12-months of historical data from July 1st 2021 to June 30th 2022
-Data covers:
Area State
Eagle County Colorado
-Fixed web data
-All Providers
-Includes Raw Data
-Speedtest Intelligence Portal Access with up to 10 seats
-For internal use only; any public facing data must be aggregated and Ookla
Brand Licensing approved prior to publishing
Permitted Uses:
Notwithstanding anything to the contrary in the Agreement, Licensee shall be
permitted to incorporate analysis of the Speedtest Intelligence Data provided
by Ookla into derivative data and analysis or created reports.
Notwithstanding the foregoing Permitted Uses, Licensee shall not be permitted
to publicly disclose any raw data or individual mobile or fixed operator’s
metrics.
Expiration Date:
July 31st 2023
Fees (in US Dollars):
Speedtest Intelligence for Fixed Networks Data = $5,600 for the term August
1st 2022 to July 31st 2023
Ookla Sales Director
Contact: Name: Rob Perry
Email Address: rob.perry@ookla.com
Phone Number: 415.997.2272
Licensee Contact: Name: Scott Lingle
Email Address: scott.lingle@eaglecounty.us
Phone Number:
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