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COSTQUEST DATA LICENSE AGREEMENT
USER TIER 2
This CostQuest Data License Agreement (the “Agreement”) together with any addenda, dated as
of 11/1/2022 (“Effective Date”), is entered into by and between CostQuest Associates, Inc. an
Ohio corporation, having its principal office at 1430 East McMillan St., Cincinnati, OH 45206
(“Licensor”), and County of Eagle, a Local entity, having its principal office at 500 Broadway,
500 Broadway, Colorado, 81631 (“Licensee”), and together with Licensor, the “Parties”, and
each, a “Party”.
WHEREAS, Licensor has compiled data into the file of Broadband Serviceable Locations
(“BSLs”) described in the attached User Class Statement(s) (each, as applicable, the “UCS”), and
such file of BSLs and related material is referred to in this Agreement as the “Licensed Material”,
as described in the applicable UCS; and
WHEREAS, Licensor desires to license the Licensed Material to Licensee, and Licensee desires
to license the Licensed Material from Licensor, subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set out
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. LICENSE GRANT.
1.1. Subject to and conditioned on Licensee’s compliance with all the terms and
conditions of this Agreement and the attached UCS, Licensor hereby grants to Licensee and its
Authorized Users, and Licensee and its Authorized Users (as defined in section 1.3) hereby
accept a limited, non-exclusive, non-transferable right to use the Licensed Material solely in the
manner set forth in the UCS (the “Permitted Use”).
1.2. Upon execution of this Agreement, Licensor and Licensee will establish one or
more primary administrator account(s) for Licensee to manage and grant access to the Licensed
Material to its Authorized Users. Licensee may use its administrator account(s) to create other
user accounts and provide access credentials for the Licensed Material. As of the Effective Date,
Licensee’s primary administrator(s) for the Licensed Material shall be Scott Lingle, whose
contact details are: scott.lingle@eaglecounty.us, and 970-328-3581. Licensee may change the
primary administrator upon notice to Licensor in accordance with the notice provisions of this
Agreement.
1.3. Licensee, its affiliates, and their personnel and subcontractors (“Authorized
Users”) may: (i) distribute and use the Licensed Material solely in the manner set forth in the
applicable UCS; and (ii) use the Licensed Material internally to create derived work, analytics,
recommendations and analyses, but only to the extent required to effectuate the purposes, and
within the use limitations of, the UCS.
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1.4. Licensee may permit its Authorized Users to access and use the Licensed Material
on behalf of and for the internal business purposes of Licensee and for the purposes set out in
the applicable UCS and in accordance with the terms and conditions of this Agreement, provided
that Licensee shall at all times be responsible for the use of the same, including any breaches of
this Agreement, by any of its Authorized Users.
1.5. Licensee will not use the Licensed Material for any purpose or in any manner
outside of the Permitted Use. Notwithstanding the foregoing, and for the avoidance of doubt,
Licensee will not: (i) resell or sublicense the Licensed Material; (ii) disassemble, reverse
compile, reverse assemble, reverse engineer or translate any portion of the Licensed Material;
(iii) use the Licensed Material in violation of applicable law or the rights of others; (iv) outside
the expressly permitted uses in the Agreement, distribute, publish, sublicense, rent, lease, or lend
or host any component of the Licensed Material to or for any third party; (v) outside the expressly
permitted uses in the Agreement, make the Licensed Material available, in any form or format,
to any third party; or (vi) use the Licensed Material in any manner to build a competitive product
or service.
2. INTELLECTUAL PROPERTY RIGHTS. As between Licensor and Licensee, Licensor
owns all right, title, and interest in and to all elements of the Licensed Material and any derived
works created by Licensor thereupon, along with all other aspects, products, results and outputs of
the same and any services provided by Licensor in connection therewith, including, but not limited
to, all applicable patents, copyrights, trademarks and other proprietary and intellectual property
rights therein. Licensor reserves all rights not expressly granted to Licensee in this Agreement.
Except for the limited rights and licenses expressly granted under this Agreement, nothing in this
Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party
any intellectual property rights or other right, title, or interest in or to the Licensed Material.
3. CONFIDENTIAL INFORMATION AND DATA SECURITY.
3.1. Confidential Information. From time to time during the Term, either Party may
disclose or make available to the other Party information about its business affairs, products,
proprietary intellectual property, trade secrets, third-party confidential information, and other
sensitive or proprietary information, whether orally or in written, electronic, or other form or
media, and whether or not marked, designated, or otherwise identified as “confidential”
(collectively, “Confidential Information”). Without limiting the foregoing, for purposes of this
Agreement, the Licensed Material will be deemed Confidential Information of Licensor. The
terms and conditions of this Agreement shall also be considered Confidential Information.
Confidential Information does not include information that, at the time of disclosure is: (i) in the
public domain or otherwise subject to any applicable public records law(s); (ii) already known
to the receiving Party (as can be evidenced by written records); (iii) rightfully in the possession
of the receiving Party on a non-confidential basis, as provided by a third party whom was not, to
the best of receiving Party’s knowledge, subject to an obligation of confidentiality with respect
thereto; or (iv) independently developed by the receiving Party. The receiving Party shall use the
Confidential Information only as necessary in connection with its performance and rights
hereunder. The receiving Party shall utilize at least the same standard of care (but in no event
less than a reasonable standard of care) to protect the confidentiality and security of the
disclosing Party’s Confidential Information as it uses to protect and secure its own information
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of similar importance. The receiving Party will not disclose the disclosing Party’s Confidential
Information to any person or entity, except to the receiving Party’s Authorized Users who have
a need to know the Confidential Information for the receiving Party to exercise its rights or
perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose
Confidential Information to the limited extent required (x) in order to comply with the order of
a court or other governmental body, or as otherwise necessary to comply with applicable law,
provided that the Party making the disclosure pursuant to the order shall first have given written
notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to
establish a Party’s rights under this Agreement, including to make required court filings. On the
expiration or termination of the Agreement, the receiving Party shall promptly return to the
disclosing Party all copies, whether in written, electronic, or other form or media, of the
disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to
the disclosing Party that such Confidential Information has been destroyed. Each Party’s
obligations of non-disclosure with regard to Confidential Information are effective as of the
Effective Date and will expire five years from the date first disclosed to the receiving Party;
provided, however, with respect to any Confidential Information that constitutes a trade secret
(as determined under applicable law), such obligations of non-disclosure will survive the
termination or expiration of this Agreement for as long as such Confidential Information remains
subject to trade secret protection under applicable law.
3.2. Licensed Material Security. Licensee shall use all reasonable legal,
organizational, physical, administrative, and technical measures, and security procedures to
safeguard and ensure the security of the Licensed Material and to protect the Licensed Material
from unauthorized access, disclosure, duplication, use, modification, or loss, including without
limitation, the requirements set forth in the UCS.
4. FEES AND PAYMENT.
4.1 Generally. There are no fees to be assessed Licensee for the use of the Licensed
Material for the Permitted Use hereunder.
5. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND
DISCLAIMERS.
5.1. Mutual. Each Party represents and warrants that it has validly entered into this
Agreement and has the legal power to do so.
5.2. Licensor Warranties. Licensor warrants that the Licensed Material will be
provided in material conformity with the specifications set forth in any applicable UCS. For any
breach of an above warranty, Licensee’s exclusive remedies are to terminate this Agreement for
cause as provided in Section 8 below.
5.3. Licensee Warranties. Licensee warrants that Licensee’s receipt and use of the
Licensed Material will be in compliance with all applicable laws, rules and regulations.
5.4. Disclaimer. EXCEPT AS IS EXPRESSLY PROVIDED IN THIS SECTION 5,
THE LICENSED MATERIAL ARE PROVIDED “AS IS” AND LICENSOR HEREBY
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DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM
COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO
WARRANTY OF ANY KIND THAT THE LICENSED MATERIAL, OR ANY PRODUCTS
OR RESULTS OF ITS USE, WILL MEET LICENSEE'S OR ANY OTHER PERSON’S
REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED
RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER
SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR
ERROR FREE.
6. LIMITATIONS OF LIABILITY. IN NO EVENT WILL LICENSOR OR LICENSEE
BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY
LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (i)
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR
PUNITIVE DAMAGES, (ii) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST
BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (iii) LOSS OF GOODWILL OR
REPUTATION, (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR
RECOVERY OF ANY LICENSED MATERIAL OR BREACH OF LICENSED MATERIAL OR
SYSTEM SECURITY, OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH
CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY
OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE
FORESEEABLE. IN NO EVENT WILL LICENSOR OR LICENSEE'S AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY
LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED FIFTY
THOUSAND DOLLARS ($50,000).
7. TERM AND TERMINATION.
7.1. Term. The Term of this Agreement is set forth in the UCS.
7.2. Termination. Either Party may terminate this Agreement by means of a written
notification in accordance with this Agreement in case of the other Party failing to perform any
material obligation under this Agreement, with such breach (if capable of being remedied)
remaining uncured following a 30 days written notice. In case such breach is not capable of being
remedied, termination may occur forthwith by means of a written notification. Licensor may also
terminate this Agreement by means of a written notification in accordance with this Agreement
in the case the Licensee no longer meets the requirements of the UCS or in the case the Licensor
is no longer the current vendor of the Licensed Material to the Federal Communications
Commission (“FCC”) for use in the applicable Broadband Data Collection as required by and
defined in the Broadband DATA Act, 47 U.S.C. § 641 et seq.
7.3. Effect of Expiration or Termination. Upon expiration or earlier termination of
this Agreement, the license granted hereunder will also terminate, and, without limiting
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Licensee’s obligations under Section 1.5, Licensee shall cease using and delete, destroy, or return
all copies of the Licensed Material and any derivatives thereof (excluding corrections to Data
created by Licensee) and certify in writing to the Licensor that the Licensed Material and
derivatives (excluding corrections to Data created by Licensee) have been deleted or destroyed.
7.4. Suspension. Licensor may suspend access to the Licensed Material (including
by temporarily revoking access, as applicable) in case of: (i) Licensor’s becoming aware of what
Licensor deems a credible claim that Licensee’s use of the Licensed Material violates any
applicable law, rules or regulations or infringes upon third party rights; (ii) Licensee’s use of the
Licensed Material in violation of this Agreement, or in a manner that interferes with the provision
of the Licensed Material; or (iii) in any event where Licensor is entitled to terminate this
Agreement for cause.
7.5. Survival. Any rights, obligations, or required performance of the parties in this
Agreement which, by their express terms or nature and context are intended to survive
termination or expiration of this Agreement, will survive any such termination or expiration,
including the rights and obligations set forth in this Section 8.2 and 8.3, as well as Section 1.5,
Section 3, Section 4, Section 6, Section 7, and Section 9 of this Agreement, along with the UCS.
8. MISCELLANEOUS.
8.1. Entire Agreement. This Agreement, together with any addenda, UCS, or other
documents incorporated herein by reference and all other related Exhibits or attachments (if any),
constitutes the sole and entire agreement of the Parties with respect to the subject matter of thi s
Agreement and supersedes all prior and contemporaneous understandings, agreements, and
representations and warranties, both written and oral, with respect to such subject matter as
between the Parties. In the event of any inconsistency between the statements made in the body
of this Agreement, the UCS(s), the related Exhibits, and any other documents incorporated herein
by reference, the following order of precedence governs: (i) first, any state or local law addendum
attached to this Agreement as of the Effective Date; (ii) second, the UCS which is then in-effect,
(iii) third, this Agreement, excluding its Exhibits; (iv) fourth, the Exhibits to this Agreement as
of the Effective Date; and (v) fifth, any other documents incorporated herein by reference.
8.2. Notices. All notices, requests, consents, claims, demands, waivers, and other
communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at
the addresses set forth on the first page of this Agreement (or to such other address that may be
designated by each Party from time to time in accordance with this Section). The Parties shall
deliver Notices by personal delivery, nationally recognized overnight courier (with all fees pre-
paid), or email (with confirmation of transmission) or certified or registered mail (in each case,
return receipt requested, postage pre-paid). Notwithstanding the above, notices or other
communications can also be deemed as delivered when sent by email with confirmation of read
receipt requested or, in the absence of a read receipt, five (5) business days after the notice was
sent. In any event, a Party’s reply must not be unreasonably withheld. If sent by email, then to
Licensor at nbfsupport@costquest.com; and to Licensee at the email address for the primary
administrator set forth in Section 1.2 of this Agreement.
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8.3. Force Majeure. In no event shall Licensor be liable to Licensee, or be deemed
to have breached this Agreement, for any failure or delay in performing its obligations under this
Agreement, if and to the extent such failure or delay is caused by any circumstances beyond
Licensor’s reasonable control, including but not limited to acts of God, flood, fire, earthquake,
explosion, pandemic, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages
or slowdowns or other industrial disturbances, or passage of law or any action taken by a
governmental or public authority, including imposing an embargo.
8.4. Amendment and Modification; Waiver. No amendment to or modification of
this Agreement is effective unless it is in writing and signed by an authorized representative of
each Party. No waiver by any Party of any of the provisions hereof will be effective unless
explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth
in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power,
or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii)
no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude
any other or further exercise thereof or the exercise of any other right, remedy, power, or
privilege.
8.5. Severability. If any provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect
any other term or provision of this Agreement or invalidate or render unenforceable such term
or provision in any other jurisdiction. Upon such determination that any term or other provision
is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be consummated as
originally contemplated to the greatest extent possible.
8.6. Governing Law; Submission to Jurisdiction. Unless Licensee is otherwise
prohibited from agreeing to foreign choice of law provisions, this Agreement is governed by
and construed in accordance with the internal laws of the State of Ohio without giving effect to
any choice or conflict of law provision or rule that would require or permit the application of the
laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action, or proceeding
arising out of or related to this Agreement or the licenses granted hereunder will be instituted
exclusively in the state or federal courts of Ohio in each case located in the city of Cincinnati
and County of Hamilton, and each Party irrevocably submits to the exclusive jurisdiction of such
courts in any such suit, action, or proceeding. If prohibited from agreeing to a foreign governing
law, choice of law shall default to the Licensee’s home jurisdiction.
8.7. Assignment. Licensee may not assign or transfer any of its rights or delegate any
of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law,
or otherwise, without the prior written consent of Licensor, which consent shall not be
unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or
delegation in violation of this Section is null and void. No assignment, transfer, or delegation
will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement
is binding upon and inures to the benefit of the Parties hereto and their respective permitted
successors and assigns.
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8.8. Export Regulation. The Licensed Material may be subject to US export control
laws, including the Export Control Reform Act and its associated regulations. Licensee shall not,
directly or indirectly, export, re-export, or release the Licensed Material to, or make the Licensed
Material accessible from, any jurisdiction or country to which export, re-export, or release is
prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws,
regulations, and rules, and complete all required undertakings (including obtaining any necessary
export license or other governmental approval), prior to exporting, re-exporting, releasing, or
otherwise making the Licensed Material available outside the US.
8.9. Equitable Relief. Each Party acknowledges and agrees that a breach or
threatened breach by such Party of any of its obligations under Section 1 or, in the case of
Licensee, Section 3 would cause the other Party irreparable harm for which monetary damages
would not be an adequate remedy and agrees that, in the event of such breach or threatened
breach, the other Party will be entitled to equitable relief, including a restraining order, an
injunction, specific performance, and any other relief that may be available from any court,
without any requirement to post a bond or other security, or to prove actual damages or that
monetary damages are not an adequate remedy. Such remedies are not exclusive and are in
addition to all other remedies that may be available at law, in equity, or otherwise.
8.10. Counterparts. This Agreement may be executed in counterparts, each of which
is deemed an original, but all of which together are deemed to be one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
authorized agents as of the date first above written.
LICENSOR
CostQuest Associates, Inc.
LICENSEE
County of Eagle
By:
By:
Name:
Mark Guttman
Name:
Jeff Shroll
Title:
Vice President
Title:
County Manager
Date:
Date:
11/01/2022 2:19:11
PM
11/01/2022 5:05:09 PM
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Licensor Initials:
Licensee Initials:
User Class Statement
This User Class Statement defines the rights and use of the Licensed Material for a) internet service
providers, b) state, local and tribal governmental entities, and c) approved third parties for specific
counties, and is effective as of August 26, 2022. As applicable, this User Class Statement
supersedes and replaces any User Class Statement which was previously in effect between the
Parties. By their initials hereto, the Parties acknowledge and agree that this User Class Statement
is hereby incorporated into and made a part of the Agreement.
1. User Class 2:
This user class includes: a) internet service providers (“ISPs”), b) state, local and tribal
governmental entities, and c) approved third parties for specific counties.
2. Data
The Data encompasses a file of Broadband Serviceable Locations (“BSL”) defined with the
following fields:
▪ A unique, standardized, alphanumeric string for each structure in the dataset that can be
used to identify that structure.
▪ The latitude and longitude of a point falling within the boundary of the structure or
parcel where a structure is not identified, to at least 5 digits of precision in WGS84
coordinate reference system.
▪ An address or addresses, if any, associated with each structure in a standardized format
▪ The estimated number of residential and/or business units within each Multiple
Dwelling Unit (“MDU”) and Multiple Tenant Unit (“MTU”).
▪ An indication of whether each structure is a BSL, a location to which mass-market
broadband Internet access service is or should be made available, made in consultation
with the FCC.
▪ For each BSL, a classification of the structure as residential, business, or multi-use; or for
each structure not classified as a BSL, a classification for the reason it is not a BSL (e.g., a
government building, schools, library, hospital or other structure used by an entity that
likely subscribes to enterprise/non-mass market service; or secondary structures on a
property).
The geographic extent of Data users in User Class 2 will have access to:
▪ For ISPs: counties where the ISP indicates it offers mass market broadband service;
and
▪ For state, local and tribal governmental entities: the counties in which they offer
service or have legal jurisdiction.
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▪ For approved third parties for specific counties: the counties in which they have been
approved.
The geographic extent of Data that Licensee will have access to is set forth in Exhibit A to this
UCS, which is attached hereto.
The Data will be updated every 6 months or more frequently as agreed.
3. Related Material Provided in Addition to the Data
Licensees will be provided access to the following material related to the Data (“Related
Material”)
▪ Methodology manual
▪ Data dictionary for meta and contained data
4. Licensed Material
“Licensed Material” includes Data, Related Material, Derivatives, Derivative Data Reports,
Derivative Data Records (each as further defined in Table 2 below) and any associated material
related thereto, including: documentation, source code, related drawings, designs, object code,
defined processes and approaches, and concepts, created or generated by Licensor, at any time
before or during the Term of the License.
Table 2.
Definitions
Term Definition
Derivative
Means any addition, improvement, update, modification, transformation,
adaptation or other derivative work of or to the Licensed Material, including,
without limitation, reformatting of the Licensed Material into a different format
or media from which it is delivered to Licensee; any addition or extraction of data,
information or other content to or from the Licensed Material; or any copy or
reproduction of the Licensed Material.
Derivative
Data
Reports
Means a Derivative representing an aggregation of Data at either the Census
Block (“CB”) or Zip Code geographic level or above. Derivatives cannot be
provided at the record level of the Data. Latitudes and Longitudes of the Data
cannot be provided in the Derivative datafile.
Derivative
Data
Records
Means a Derivative that contains any information from Data. This includes
any correction to BSL records (e.g., challenges) or any Broadband Provider
coverage filing defined under the Broadband DATA Act.
5. General Use Restrictions
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Licensor procures some of its geospatial data from third-party data providers which require
specific use restrictions for sublicensees. These use restrictions, along with Licensor’s own use
restrictions, have been combined as follows for use of the Licensed Material. Licensee shall only
use the Licensed Material for the Permitted Uses (as that term is defined in Section 7 herein
below). Except as expressly allowed for and set forth in the Permitted Use, Licensee shall not
disclose, release, distribute, or deliver the Licensed Material, or any portion thereof, to any third
party without Licensor’s prior written consent. Any purpose or use not specifically authorized
according to the Permitted Uses is prohibited unless otherwise agreed to in writing by Licensor.
Without limiting the foregoing and except as otherwise expressly set forth in this Agreement,
Licensee shall not at any time, directly or indirectly: (i) create a Derivative of the Licensed
Material, other than consistent with the terms of the Agreement (including this UCS); (ii)
sublicense, distribute, assign, rent, sell, lease or loan the Licensed Material or any right(s) therein
to any third party (including the inclusion of the Licensed Material into a platform or viewer
that is made available to any third party); (iii) use the Licensed Material to improve the accuracy
of any other geospatial data that are substantially similar to or that serves substantially the same
purpose as the Licensed Material; (iv) use or access the Licensed Material for the purpose of
developing, training, testing, or validating a machine learning platform; (v) use the Licensed
Material to distribute or sell personally identifiable information; (vi) reverse engineer,
disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the
source of the Licensed Material or methods used to compile the Licensed Material, in whole or
in part; (vii) remove any proprietary notices included within the Licensed Material; (viii) use or
access the Licensed Material for the purpose of recreating similar data; (ix) modify any Licensed
Material in a manner that infringes upon the intellectual property rights of any third-parties or
violates any laws; or (x) other than as expressly allowed under the Permitted Uses, use the
Licensed Material for Licensee’s own internal business operations. Furthermore, during the
Term of this Agreement (unless circumstances warrant additional audits as described below),
Licensor reserves the right to audit Licensee’s record(s) to ensure compliance for usage and (if
applicable) grants of access in and to the Licensed Material upon at least thirty (30) days’ written
notice and no more than one (1) time in any twelve (12) month calendar period. Any such audit
will be at Licensor’s cost, unless the results of such audit disclose any breach of this Agreement
by Licensee, in which case Licensee shall bear the full cost and expense of the audit and shall
make payment for the same to Licensor within thirty (30) days of the disclosure of results of the
audit. Notwithstanding the foregoing, the Parties agree that Licensor reserves the right to
conduct an audit at any time upon reasonable notice in the event of investigations of bona fide
claims of misappropriation, fraud or business irregularities.
6. Term
This Agreement and the licenses granted hereunder will become effective as of the Effective Date,
and unless earlier terminated as provided in this Agreement, will continue for a period of one (1)
year and will automatically renew for subsequent one (1) year terms so as long as Licensee remains
a member of User Class 2, and so long as Licensor is the vendor of the Licensed Material to the
FCC for the Broadband Data Collection as required by the Broadband DATA Act, 47 U.S.C. §
641 et seq. (collectively, the “Term”). Notwithstanding the foregoing, either party may elect not
to renew this Agreement at the conclusion of any one (1) year term by providing no less than sixty
(60) days prior written notice to the other party of its intention that this Agreement not renew.
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7. Permitted Uses for User Class 2:
The license to the Licensed Material is geographically restricted to: (a) for ISPs, the counties
where the ISP indicates it offers mass market broadband service, (b) for state, local and tribal
governmental entities, the counties in which they offer service or have legal jurisdiction and (c)
for approved third parties for specific counties: the counties in which they have been approved.
In the case of (a), (b), and (c), use of the Licensed Materials is permitted only as expressly
contemplated in the Agreement, and only as necessary to create, correct, challenge and/or submit
broadband availability data to the FCC in the Broadband Data Collection as required by the
Broadband DATA Act, 47 U.S.C. § 641 et seq., or, as applicable, with other entities that have
executed a CostQuest User Tier 2 Data License Agreement (“Additional Licensees”). Specifically,
this use of the Licensed Materials only allows:
▪ Rights to access, use, copy, modify, reproduce, and prepare a Derivative (e.g., maps,
reports of location-weighted broadband availability by geography, sample frames for
auditing, or additional quality reports).
▪ Rights to access via API and/or download from the FCC’s website.
▪ Rights to create and provide to the FCC and to Additional Licensees challenge/correction
Derivative Data Records; provided, however, that no Derivative Data Records which are
provided Additional Licensees may include latitude / longitude fields or address fields, and
provided further that any Derivative Data Records provided to Additional Licensees must
match the format for Derivative Data Records as required by the FCC.
▪ Rights to create a list of Derivative Data Records that the Licensee needs to file with the
FCC as part of the Broadband Data Collection, and share with Additional Licensees
hereunder; provided, however, that no Derivative Data Records which are provided to
Additional Licensees may include latitude / longitude fields or address fields, and
provided further that any Derivative Data Records provided to Additional Licensees must
match the format for Derivative Data Records as required by the FCC.
For the avoidance of doubt, Licensee acknowledges and agrees that any Derivative Data Records
created by Licensee and/or received by an Additional Licensee pursuant to this UCS shall at all
times be subject to the terms and conditions of this UCS and the Agreement, including the same
general use restrictions and permitted uses set forth in this UCS. Notwithstanding anything set
forth herein, Licensee acknowledges and agrees that the FCC shall have and retain full, unlimited
rights in perpetuity to any correction(s) to Data submitted to the FCC by Licensee (i.e. the FCC
shall be permitted to use, copy, modify, reproduce, prepare derivative works or publish the
correction data, in whole or in part, in any manner, for any purpose, or authorize others to do so),
and the FCC shall grant to Licensor a non-exclusive, perpetual, irrevocable license to use such
correction data for the purpose of correcting or otherwise modifying the Data.
The FCC owns and retains all right, title and interest, whether express or implied, in and to any
and all FCC-collected broadband availability data and broadband availability challenge data
submitted to the FCC, and any derivatives thereof. Licensor has no and acquires no right, title
or interest, whether express or implied, in and to such data.
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Licensee is prohibited from using Licensed Material for any other use including commercial use,
publication, and other non-commercial, including internal, uses for purposes beyond their efforts
for the FCC as part of the Broadband Data collection as required by the Broadband DATA Act,
47 U.S.C. § 641 et seq.
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UCS Exhibit A
The Data in the following geographic entities are licensed for use to Licensee.
08037 - Eagle
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State and Local Law Addendum
Colorado Version 1 (Last Modified September 8, 2022)
This State and Local Law Addendum (the “Addendum”) shall supplement the terms of the
Agreement for Licensees who are instrumentalities, subdivisions, agencies or any other such
sovereign entity for the state listed above. Terms not defined in this Addendum shall carry the
meaning ascribed to them in the Agreement. To the extent the terms and conditions of this
Addendum contradict any terms in the Agreement, the terms of this Addendum shall control.
The following terms shall replace the same numbered provisions in the Agreement:
3.1. Confidential Information. From time to time during the Term, either Party may disclose
or make available to the other Party information about its business affairs, products, proprietary
intellectual property, trade secrets, third-party confidential information, and other sensitive or
proprietary information, whether orally or in written, electronic, or other form or media, and
whether or not marked, designated, or otherwise identified as “confidential” (collectively,
“Confidential Information”). Without limiting the foregoing, for purposes of this Agreement, the
Licensed Material will be deemed Confidential Information of Licensor. Confidential Information
does not include information that, at the time of disclosure is: (i) in the public domain or otherwise
subject to any applicable public records law(s); (ii) already known to the receiving Party (as can
be evidenced by written records); (iii) rightfully in the possession of the receiving Party on a non-
confidential basis, as provided by a third party whom was not, to the best of receiving Party’s
knowledge, subject to an obligation of confidentiality with respect thereto; or (iv) independently
developed by the receiving Party. The receiving Party shall use the Confidential Information only
as necessary in connection with its performance and rights hereunder. The receiving Party shall
utilize at least the same standard of care (but in no event less than a reasonable standard of care)
to protect the confidentiality and security of the disclosing Party’s Confidential Information as it
uses to protect and secure its own information of similar importance. The receiving Party will not
disclose the disclosing Party’s Confidential Information to any person or entity, except to the
receiving Party’s Authorized Users who have a need to know the Confidential Information for the
receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the
foregoing, each Party may disclose Confidential Information to the limited extent required (x) in
order to comply with the order of a court or other governmental body, or as otherwise necessary
to comply with applicable law, (y) to establish a Party’s rights under this Agreement, including to
make required court filings. On the expiration or termination of the Agreement, the receiving Party
shall promptly return to the disclosing Party all copies, whether in written, electronic, or other
form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and
certify in writing to the disclosing Party that such Confidential Information has been destroyed.
Each Party’s obligations of non-disclosure with regard to Confidential Information are effective
as of the Effective Date and will expire five years from the date first disclosed to the receiving
Party; provided, however, with respect to any Confidential Information that constitutes a trade
secret (as determined under applicable law), such obligations of non-disclosure will survive the
termination or expiration of this Agreement for as long as such Confidential Information remains
subject to trade secret protection under applicable law.
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8.6. Governing Law; Submission to Jurisdiction. Unless Licensee is otherwise prohibited
from agreeing to foreign choice of law provisions, this Agreement is governed by and construed
in accordance with the internal laws of the State of Colorado without giving effect to any choice
or conflict of law provision or rule that would require or permit the application of the laws of any
jurisdiction other than those of the State of Colorado. Any legal suit, action, or proceeding arising
out of or related to this Agreement or the licenses granted hereunder will be instituted in the District
Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation.,
and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit,
action, or proceeding. If prohibited from agreeing to a foreign governing law, choice of law shall
default to the Licensee’s home jurisdiction.
8.11. Other Contract Requirements.
8.11.1. County shall compensate Contractor for the performance of the Services in a sum
computed and payable as set forth in Exhibit A. The performance of the Services under this
Agreement shall not exceed zero dollars. Contractor 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.
8.11.2. The parties hereto understand and agree that the County is relying on, and does not
waive or intend to waive by any provision of this Agreement, the monetary limitations or rights,
immunities and protections provided by the Colorado Governmental Immunity Act, as from time
to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its
elected officials, employees, agents and volunteers.
8.11.3. 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
Contractor 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).
