HomeMy WebLinkAbout20251905.tiffCon tmel- toot -910Z
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Integrity Line
DEPARTMENT: Finance, HR, IT DATE: 6/20/2025
PERSON REQUESTING: Cheryl Pattelli, Jill Scott, Ryan Rose
Brief description of the problem/issue:
To comply with specific grant requirements, the County has reviewed Integrity Line applications that will meet
the reporting needs and ensure confidentiality of the reporting parties. The application will be hosted by an
external company (EQS) and be managed by Weld County Finance, HR, and IT. The cost of implementation is
$4,500 with an annual cost of $8,200 for a total first year investment of $12,700.
What options exist for the Board?
• Approve the procurement of the application and allow staff to proceed with implementation.
Deny the request.
Consequences:
If we do not implement the program, we are at risk of losing grant funding due to lack of having the ability
to receive anonymous report of financial abuse.
Impacts:
Potential loss of federal and state grant funding.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
$8,200 annually -
$4,500 implementation and Single Sign On configuration
Total year 1 cost - $12,700
Recommendation:
Allow staff to proceed with the purchase and implementation of the EQS Integrity Line.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck
Scott K. James
Jason S. Maxey
Lynette Peppier
Kevin D. Ross
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EqS GROUP
EQS Cloud Services
Order
Between
EQS US
119 W 24th st 4th fl ste 302
NY 10011 New York
United States of America
("EQS Group")
and
Weld County Government
1301 N 17. Ave
Greeley, CO 80631
United States of America
("Customer")
together the "Parties", conclude the following agreement.
Customer orders the following Services from EQS Group pursuant to the terms of the EQS Cloud Services Framework
Agreement between the Parties, dated 7/15/2025
Service
Start Date
End Date
Setup Fees
Yearly Base Fee
Integrity Line (Compliance Cockpit) License
Professional Tier
2,000 Employees
No Call Center
Self -Service Implementation
07/15/2025
07/14/2026
$2,500.00
$8,200.00
Integrity Line - SSO
07/15/2025
$2,000.00
$0
Total Fees
$4,500.00
$8,200.00
Further fees for services that go beyond access to the Cloud Services or are provided under the Cloud Service (Pay per
Use/Click, number of converted characters) are set out in the then current price list at the time of the respective order, which
can be viewed in the respective Service.
EQS Group Inc.
Page 1 /2
EQSdNTERNAL TLP:AAABER
EQS Cloud Services Order -20220118
2025 "t9 05
EC'S GROUP
EQS Terms (worldwide)
Applicability
These terms and conditions (the'Terms") apply to all agreements between EQS
Group and Customer (the "re Agement") in relation to the provisioning of services
via the Internet and/or hosting services (the "Cloud Services") as well as other
professional services (the "Projects") (each a "Service" or together the
"Services"), unless expressly agreed otherwise in writing between the parties.
The Customer may purchase Services by concluding separate Agreements with
EQS Group. If EQS Group should offer further Services in the future, these
Terms shall also apply to this extended offer.
1.2. The Agreement, these Terns, the Data Processing Exhibit for EQS Cloud
Services ('if applicable), the EQS Service Level Agreement for Cloud Services
(if applicable), Product Specific Terms (if applicable) and the relevant 3.6.
Documentation exclusively govem the contractual relationship between the
Customer and EQS Group. Any pre -contractual negotiation or correspondence
as well as the general temms and conditions of the Customer are hereby
excluded by mutual agreement between the parties.
1.3. The Agreement is for the sole benefit of the parties hereto. Third parties shall
only be induded in the scope of protection and performance if expressly agreed 3.7•
between the parties. "Third parties" in this sense shall also mean companies
affiliated with the Customer.
1.4. In the event of conflicts between the Agreement and these Terms, the provisions
of the Agreement take precedence.
2. Scope of Service
2.1. The Cloud Service to be provided by EQS Group under the Agreement is
described in the technical and functional documentation of the respective
Service that is made available to the Customer with the Cloud Service (the
"Documentation").
EQS Group is entitled to change and adapt the content of the Services and
Documentation, including the software provided, in particular in the event of
further development of the Services offered by EQS Group (the "Continuous
Modification"). In the event of material changes, EQS Group will notify the
Customer of the Continuous Modification by email or within the Service within a
reasonable notice period (usually 3 months prior to them being effective). If the
legitimate interests of the Customer are adversely affected by a Continuous
Modification to such an extent that the continued usage of the Services by the
Customer cannot reasonably be expected, the Customer may terminate the
affected Service in writing with a notice period of one month before the
Continuous Modification takes effect and EQS Group shall refund any uneamed
pre -paid license fees. Unless terminated by the Customer, the Continuous
Modification shall take effect on the date specified.
2.2. Projects to be provided by EQS Group under an Agreement are described in
detail in the applicable Agreement. Unless otherwise stipulated in the
Agreement, Projects are delivered on a time and material basis and invoiced in
accordance with the price list in effect at the time of delivery. Meals, lodging,
travel and other reasonably necessary out-of-pocket expenses are charged
separately to the Customer
3. Right to Use
3.1. For the delivery of Cloud Services, EQS Group provides the Customer with
access to an online platform for the term specified in the Agreement that
includes various basic Services and may also include additional Pay per Click
Services and/or optional Service modules that the Customer may also purchase.
3.2. EQS Group grants the Customer the non-exclusive, non -transferable right to
use the results of Projects for its own internal purpose within the scope of the
contractually intended use
3.3. EQS Group provides the Customer with the log -in data required for the
identification and authentication in the Service when the Cloud Service has been
made available in the production environment. Should the Cloud Services be
licensed for named users, the Customer may permit named users (the
"Authorised Users") to use the Cloud Service and other Services to the extent
contractually agreed (in particular, without limitation, in accordance with the
agreed usage metrics and volumes) and the log -in data for the Cloud Services
may not be passed on or used by several persons at the same time. However,
they may be transferred from one person to another when the original user is no
1:longer authorised to use the Cloud Service. The Customer is not permitted to
:::er log -in data to turd parties other than'alZnal Authorised Users who
have been considered in the calculation of the fee
3.4. The Customer is responsible for the actions and omissions of its Authorised
Users, affiliated companies and business partners as if these are its own actions
and omissions and obliges them to use the Service in accordance with the
Agreement.
3.5. The Customer may use the Service exdusively for its own intemal purposes.
The Customer shall have complete responsibility, and the Customer
understands and agrees that EQS Group shall have no responsibility or liability
whatsoever, for any and all data and content provided by Customer. In
particula, without limitation, Customer may not:
i. Siblicense, license, sell, lease, rent, or otherwise make available the
Services or the Documentation or provide access to any third party;
ii. Copy, translate, disassemble, decompile, reverse engineer or otherwise
modify the Servi in whole or jn part, or create derivative works based
thereon; however, the Documentation may be copied for intemal use to
the extent necessary, provided that the version shown in the Service
governs;
EQS Terms (wondv ide)_EN - 20250221
4.
4.1.
Use the Services in any manner that is contrary to applicable law,
including, without limitation, the unlawful usage of data, and transmitting
information or data that is unlawful or infringes any copyright, patent,
trademark, trade secret, or other intellectual property rights of others;
iv. Conduct Penetration tests without prior consultation and approval;
v. Endanger, interfere, compromise, or circumvent the privacy, use and/or
security of the Service, including without limitation submit data or content
that may contain viruses or other harmful components; or
vi. Breach any duty toward, or rights of, any person including, without
limitation, rights of publicity or privacy; or take actions that can otherwise
result in consumer fraud, product liability, tort, breach of contract, injury,
or damage or harts of any kind to any person.
EQS Group Services may contain links to web services provided by partners of
EQS Group and/or third -party providers on external websites that are accessible
through EQS Group Services and are subject to the terms and conditions of use
of such third -party providers. EQS Group only provides technical access to the
content of such linked websites, the content of which is the sole responsibility of
such third parties.
Customer is responsible for (i) its use of any content, data and output (e.g.
textual, audiovisual or other data or content) provided, generated and/or
retumed to Customer by the Cloud Service (induding by artificial intelligence
features) (the "Output") and (ii) determining whether Output is appropriate for
Customer's use. Output may be generated by artificial intelligence, induding by
using technology provided by third -party subcontractors. Due to the nature of
the artificial intelligence features, (i) Output may not be cored, unique or
exdusive to Customer, (ii) the same or similar input may yield differing Output,
(iii) Output does not represent EQS Group's or its subcontractors' views, and
(iv) EQS Group makes no warranty as to the accuracy, completeness or
reliability of Output or that it does not violate third -party rights or any laws. EQS
Group will in no event be liable for losses attributable to Customer's use and
evaluation of as well as conclusion drawn from Output.
Fees
The fee to be paid by the Customer for the Services is determined by the
Agreement and the price list valid at the time of the order, which is available in
the Service or can be obtained from EQS Group at any time upon request. EQS
Group charges a base fee for the Cloud Services, which is also shown in the
price list. (the "Base Fee"). The onboarding fees, package fees and the Base
Fee fora period of twelve months are due in advance upon signature of the
Agreement by both parties or the annual renewal date and invoiced in advance.
A refund of the Base Fee, package fees and onboarding fees in case of
termination of the Agreement is exduded, except as otherwise explicitly stated
herein. Any additional fees, if applicable, will be charged per use (e.g. Pay per
Use/Click, character count, projects) and invoiced monthly in arrears. In the
event the individual parts of a package are not consumed within twelve months
from the purchase of such package, they are forfeit.
4.2. Payments are due 14 days after the date of the invoice. EQS Group may charge
the Customer an additional 1% per month (or such lower amount as required by
applicable law) for all fees that are not paid on time. If the Customer is in default
of payment, EQS Group may, after expiry of a reasonable notice period suspend
provision of the Services. Except as explicitly stated otherwise, all fees paid by
Customer are non-refundable and no right of set off exists.
4.3.
Services provided outside the agreed scope of customer support or contractual
obligations shall be remunerated separately by the Customer. The applicable
fees of EQS Group shall apply.
4.4. The parties agree that the fees shown in the price list or in the Agreement shall
increase on the annual renewal date by the increase rate of the index of the
average gross monthlyearnings of full-time employees in Germany for the
economic activity "Provision of information technology services" (published by
the German Federal Statistical Office) plus 7% to compensate for increases in
personnel costs and continuous improvements made generally available to all
customers.
4.5. Furthermore, EQS Group may increase the fees with prior notice, including
without limitation in the event of further development, the expansion of the
Services offered by EQS Group, or increased supply chain prices. The increase
shall be effedrve 1 month after the date of the notification. If a recurring fee has
been agreed, the recurring fee can be increased at the earliest after the initial
12 months license term has expired. The Customer shall have the right to
terminate the affected part of the Agreement within the notice period to the date
the price increase comes into effect.
4.6. The Customer can pay invoices using the payment methods offered by EQS
Group. If a fee cannot be collected, the Customer shall bear all costs incurred
by EQS Group, including without limitation bank charges in connection with the
return of direct debits and comparable charges.
4.7. Invoices and payment reminders are sent by default in electronic form to an e-
mail address specified by the Customer. Should the Customer request that a
paper invoice be sent by post, an administrative re
ee of EUR 50 will be charged.
The Customer shall notify EQS Group Iran; necessary coredions to the
invoice within the payment term; later requests for corrections will not be taken
Into account.
4.8. Unless expressly agreed otherwise, all amounts stated in the Agreement or the
price list are exclusive of all duties or taxes. The Customer shall be responsible
for all sales, use, and excise taxes, and any other similar taxes, duties, or
charges of any kind imposed by federal, state or local governmental entities on
amounts payable by the Customer.
Page 1 /3 EQS-PUBLIC_TLP:CLEAR
EC'S GROUP
5. Term and termination
5.1. The Agreement shall be concluded for the term specified in the Agreement. If
no term is stated, the Agreement is concluded for a term of twelve months. The
term of the Agreement shall automatically renew for a period of twelve months
unless either party terminates the Agreement with a notice period of three
months to the end of the initial or any renewal term of the Agreement.
5.2. Either Party may terminate the Agreement upon 30 days prior written notice if
the other party breaches a material provision of the Agreement and fails to cure
such breach within the 30 days' notice period. It shall be deemed a material
breach if insolvency proceedings are opened against the assets of the other
party or if the other party becomes insolvent, or if there is reasonable suspicion
that the Customer is committing criminal acts in connection with the use of the
Cloud Service or is objectively misusing the system to unlawfully pursue
whistleblowers. Instead of termination for material breach, EQS Group may
suspend provision of the Services
5.3. If the Customer terminates the Agreement due to EQS Group's unremedied
material breach, the Customer is entitled to a prorata refund of the unearned
pre -paid license fees.
5.4. Termination of the Agreement does not (i) relieve the Customer of its obligation
to pay all fees that have accrued or are otherwise owed by the Customer under
the Agreement, except for Customer's termination for EQS Group's material
breach; or (ii) limit either party from pursuing other remedies available to it,
including injunctive relief.
5.5. Upon expiry or termination of the Agreement, EQS Group shall, at the request
of the Customer, confirm that all data, documents and copies which have been
made pursuant to the Agreement and which are not subject to any storage
obligation will be deleted or destroyed.
6. Customer's Obligations
6.1. The Customer shall provide EQS Group with the documents, information and
data necessary for the provision of the Services in a complete, correct, timely
and free of charge manner. The Customer must follow the instructions given by
EQS Group in the relevant Documentation when describing, isolating, detecting
and reporting errors or bugs.
6.2. The Customer must describe error reports and questions to such an extent that
EQS Group can remedy the situation as quickly as possible with reasonable
effort. The Customer relies on competent employees for the above
6.3. The Customer uses an up-to-date version of a virus protection program on its
own hardware.
6.4. The Customer shall prevent unauthorised access by third parties to the Services
and the associated software and shall also oblige its employees and agents to
comply with this obligation.
6.5. The Customer is solely responsible for the accuracy, completeness and
timeliness of information provided. The Customer warrants, represents and
guarantees that any provided information is not unlawful and that it complies
with applicable laws, stodc exchange regulations and market practices.
6.6. If EQS Group's performance of its obligations under the Agreement is prevented
or delayed by any act or omission of the Customer or its agents, subcontractors,
consultants, or employees, EQS Group shall not be deemed in breach of its
obligations under the Agreement or otherwise liable for any costs, charges, or
losses sustained or incurred by the Customer, in each case, to the extent arising
directly or indirectly from such prevention or delay.
6.7. The Customer shall indemnify, defend, and not hdd liable EQS Group and its
employees, officers, directors, providers, and other agents, from and against
any and all losses, damages, demands, daims, actions, liabilities, fines,
penalties, expenses, and related expenses (induding reasonable legal fees)
asserted against or incurred by EQS Group that arise out of, or result from: 0)
any data uploaded to the Service; and (ii) the Customers breach of this
Agreement.
7. Availability
7.1. EQS Group will make the Cloud Services available and provide technical
support, as speed in the EQS Service Level Agreement for Cloud Services,
available at www.eqs.com.
7.2. EQS Group advises the Customer that restrictions or impairments of the Service
may arise which are beyond the control of EQS Group, including without
limitation actions of third parties who do not act on behalf of EQS Group, force
majeure, fires, strikes, accidents, or acts of God and technical conditions beyond
the control of EQS Group, e.g. the Internet. The hardware, software and
technical infrastructure used by the Customer can also influence EQS Group's
Services. Any delay or default affecting the availability, functionality or timely
performance of the Services caused by such circumstances will not constitute a
breach of the Agreement. The Customer bears sole responsibility for the
functionality of its Internet access, including the transmission paths and its own
hardware.
8. Warranty
8.1. EQS Group warrants to the Customer that the Cloud Services will perform
materially in accordance with the applicable Documentation.
8.2. EQS Group warrants to the Customer that it shall perform the Services using
personnel of required skill, experence, and qualifications, and in a professional
manner in accordancewith generally recognized industry standards for similar
services and shall devote adequate resources to meet its obligations under the
Agreement.
8.3. EQS Group shall not be liable for a breach of the warranty set forth above,
8
8
9. Indemnity
9.1. EQS Group shall, at its own expense, defend or at its option, settle, any claim
or action brought against Customer to the extent it is based on a claim that the
Service as used in accordance with the Agreement, infringes any patent,
copyright, or any trade secret of a third party. Furthermore, EQS Group will
indemnify and hold Customer harmless from and against damages, costs, and
fees reasonably incurred (including reasonable attorneys' fees) that are
attributable exclusively to such claim or action and which are assessed against
Customer in a final judgment. EQS Group's obligations to defend, settle, or
indemnify Customer are subject to (i) Customer promptly notifying EQS Group
in writing of such claim; (ii) EQS Group having the exclusive right to control such
defence and/or settlement; and (iii) Customer providing reasonable assistance
(at EQS Group's expense) in the defence thereof. Customer shall not settle any
claim, action or proceeding without EQS Group's prior written approval.
9
unless the Customer used the Cloud Service in accordance with the Agreement
and Documentation and gives written notice of the defective Services,
reasonably described in detail, to EQS Group within ten (10) days of the time
when the Customer discovers, or ought to have discovered, that the Services
were defective.
.4. Subject to the preceding paragraph, EQS Group shall, at its sole discretion,
repair or re -perform such Services (or correct the defective part). If at the sole
discretion of EQS Group the error cannot be corrected with reasonable
commercial efforts, then EQS Group may terminate the affected Service and
credit or refund the price of such defective Services that the Customer prepaid
on a pro rata basis for the period following the effective date of termination.
THESE REMEDIES SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE
REMEDY AND EQS GROUP'S ENTIRE LIABILITY FOR ANY BREACH OF
THE LIMITED WARRANTY SET FORTH IN THIS SECTION 8.
.5. EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 8 ABOVE,
AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EQS GROUP
MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE
SERVICES, INCLUDING BUT NOT LIMITED TO: ANY (A) WARRANTY THAT
ANY SERVICES ARE ERROR -FREE, ACCURATE, COMPLETE OR
RELIABLE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL
ERRORS WILL BE CORRECTED OR WILL COMPLY WITH ANY LAW, RULE
OR REGULATION; OR (B) WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE; TITLE; WHETHER EXPRESS OR IMPLIED
BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF
TRADE OR OTHERWISE. EQS GROUP CANNOT AND DOES NOT
GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY
INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM
CONNECTED TO THE INTERNET.
.2. IF EQS GROUP DEFENDS OR SETTLES AN INFRINGEMENT CLAIM
ARISING UNDER SECTION 9.1 ABOVE, EQS GROUP'S LIABILITY AND
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY (IN ADDITION TO THE
"INDEMNITY") SHALL BE FOR EQS GROUP AT ITS OWN EXPENSE, TO
EITHER (A) REPAIR, REPLACE OR MODIFY THE AFFECTED SERVICE OR
(B) ALTERNATIVELY, PROCURE FOR CUSTOMER THE RIGHT TO
CONTINUE TO USE THE AFFECTED SERVICE. IF THE FOREGOING
REMEDIES ARE NOT COMMERCIALLY FEASIBLE (IN THE REASONABLE
OPINION OF EQS GROUP), EQS GROUP MAY CANCEL THE APPLICABLE
ORDER FOR THE AFFECTED SERVICE AND REFUND ANY UNEARNED
LICENSE FEES PAID TO EQS GROUP BY CUSTOMER FOR THE AFFECTED
SERVICE.
0. Limitation of Liability
0.1. EXCEPT FOR (I) DAMAGES FOR BODILY INJURY, DEATH, DAMAGE TO
REAL OR TANGIBLE PERSONAL PROPERTY; (II) INTENTIONAL
MISCONDUCT OR GROSS NEGLIGENCE; OR (III) ANY OTHER LIABILITY
THAT MAY NOT BE LIMITED UNDER APPLICABLE LAW (THE "EXCLUDED
MATTERS"), IN NO EVENT SHALL EQS GROUP BE LIABLE TO THE
CUSTOMER, OR TO ANY THIRD PARTY, FOR ANY LOSS OF USE,
REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE,
FAILURE TO REALISE EXPECTED SAVINGS, DAMAGE TO REPUTATION,
BUSINESS INTERRUPTION, DOWNTIME COSTS OR FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR
PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,
REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR
WHETHER OR NOT EQS GROUP HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE
FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL
PURPOSE.
0.2. EXCEPT FOR THE EXCLUDED MATTERS, IN NO EVENT SHALL EQS
GROUP'S AGGREGATE LIABILITY ARISING OUT OF, OR RELATED TO,
THIS AGREEMENT, WHETHER ARISING OUT OF, OR RELATED TO,
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE
TO EQS GROUP PURSUANT TO THE APPLICABLE AGREEMENT GIVING
RISE TO THE LIABILITY FOR THE PRECEEDING TWELVE MONTHS
PERIOD.
1. Confidentiality
1.1. The parties undertake to treat all Confidential Information of the other party
obtained before and during the performance of the Agreement confidentially for
an unlimited period. The parties agree to protect the Confidential Information of
the other party with the same standards as they protect their own comparable
Confidential Information, but at least with reasonable care. "Confidential
information" means any information which EQS Group or the Customer protects
EQS Terms (worldwide)_EN - 20250221
Page 213 EQ5-PUBLIC_TLRCLEAR
EL'S GROUP
against unrestricted. disclosure to third parties or which is considered confidential
under the circumstances of such disclosure or its contents. In any event, without
limitation, the following information shall be considered confidential information
of EQS Group: all software, programmes, tools, prices, data or other materials
which EQS Group makes available to the Customer prior to or based on the
Agreement. EQS Group may use data collected during the tern in an
aggregated, anonymised form, provided that such data is aggregated from more
than gale customer and does not identify the Customer, the Customers
employees or the Customers customers.
11.2. Confidential Information may only be disclosed to third parties if it is necessary
to exercise the rights of the receiving party or to fulfil the Agreement and only if
such third parties are subject to comparable confidentiality obligations.
Reproductions of Confidential Information of the other party must - as far as
technically possible - contain all references and notes contained in the original
concerning the confidential character.
11.3. The foregoing Sections 11.1 and 11.2 do not apply to Confidential Information
which
i. has been independently developed by the recipient without the
disclosing Parly's Confidential Information,
ii. has become generally accessible to the public without breach of
contract by the recipient sr has been lawfully obtained without
confidentiality obligation from a third party entitled to provide such
Confidential Information,
were known without restriction to the recipient at the time of disclosure,
iv. are exempted from the above provisions after written consent of the
disclosing party, or
v. is requested by a competent court of law, or competent public authority
or mandatory regulation.
11.4. Each party shall be entitled to injunctive relief for any violation of this Section 11
by the other.
11.5. EQS Group is authorised to use the Customer as a reference customer.
Customer agrees to submit a review of the Service on https://www.2.com/ (or
a comparable platform) no later than 6 months after execution of the Agreement
(it is possible to submit a review anonymously).
12. Data privacy
12.1. EQS Group offers a wide range of Services to its Customers, some of which are
individually tailored to their needs.
12.2. In the event of processing of personal data on behalf of the Customer by EQS
Group n the Cloud Service, (i) the parties shall comply with all appliceble data
protection laws and regulations, including without limitation for Customer to be
authorised to pass on personal data to EQS Group for the purposes stipulated
in the Agreement, and (ii) the EQS Group's Data Processing Exhibit for EQS
Cloud Services, available at www.eqs.com shall apply. The Customer agrees to
inform affected individuals.
12.3. The Customer collects, updates, processes and uses all relevant personal data
in accordance with the applicable laws and regulations, especially without
limitation data protection law.
12.4. Insofar as EQS Group receives personal data from employees or agents of the
Customer during the contractual relationship, such data shall be collected,
processed and used by EQS Group Pelt in the Data Protection Notice
(available at www.egs.com).
13. Intellectual Property Rights
13.1. The Customer may only use the Services to the extent contractually allowed.
The Customer is only granted the rights expressly granted herein. No other
rights are granted and shall remain with and be owned by EQS Group, its
affiliated companies or its licensors, even to the extent that such rights have
arisen as a result of the specifications of or cooperation with the Customer.
13.2. Unless otherwise agreed, the Customer is entitled to all rights to and in relation
to the Customers data.
13.3. Should the Customer provide copyrighted or trademarked material and works of
the Customer to EQS Group for the performance of the Agreement, the
Customer grants EQS Group a royalty free, non-exclusive right to use such
copyrighted or trademarked material and works for the term of the Agreement.
13.4. For all investor relations related Services, the Customer grants EQS Group a
non-exclusive, worldwide, perpetual and transferable right to use and exploit
generally accessible investor relations information without restrictions (in
unaltered form regarding content), .uding without limitation to store,
reproduce, edit and disseminate such information. EQS Group may grant third
parties the right to use and exploit this information in the same way as EQS
Group, including without limitation the right to grant third parties rights of use
and exploitation.
14. Amendment of the Terms
14.1. Unless otherwise specifically provided, EQS Group shall be entitled to amend
or supplement these Terms by notifying the Customer of any changes or
amendments in writing at least six weeks beforethey take effect.
14.2. If the Customer does not agree with the changes or amendments to the Terms,
the Customer may object to the changes until four weeks before the date on
which the changes or amendments are intended to take effect. The objection
must be made in writing. If the Customer does not object, the amendments or
supplements to the Terms shall be deemed approved.
15. General provisions
EQS Terms hvontlwidet_EN - 20250221
15.1. EQS Group may use subcontractors. EQS Group remains responsible for
fulfilling the obligations assumed by EQS Group even if subcontractors are
appointed.
15.2. EQS Group is entitled to transfer rights and obligations in whole or in part to third
parties due to changes in group structure. The Customer may not assign or
transfer the Agreement, contractual rights or obligations to third parties without
prior written consent of EQS Group. Any purported assignment or delegation in
violation of this Section 15.2 is null and void. No assignment or delegation
relieves the Customer of any of its obligations under the Agreement.
15.3. System notifications and information from EQS Group relating to the Agreement,
Services, operation, hosting or support of the Service may also be made
available within the Service. Such notification may also be transmitted in
electronic or written form to the contact specified in the Agreement and/or other
contact persons.
15.4. Neither party shall be deemed to have waived any provision hereof unless such
waiver is in writing and executed by a duly authorised officer of both parties.
Except as otherwise set forth in the Agreement, no failure to exercise or delay
in exercising any rights arising from the Agreement shall operate or be construed
as a waiver thereof.
15.5. If any term or provision of the Agreement is invalid, illegal, or unenforceable in
any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any
other term or provision of the Agreement or invalidate or render unenforceable
such term or provision in any other jurisdiction
15.6. Unless explicitly agreed otherwise in writing, (i) all notices, requests, consents,
claims, demands, waivers, and similar notifications (each, a "Notice") shall be in
writing and addressed to the parties at the addresses set forth in the Agreement,
or to such other address that may be designated by the receiving party in writing;
(ii) all Notices shall be delivered by personal delivery, nationally recognised
overnight courier (with all fees pre -paid), or certified or registered mail (in each
case with return receipt requested and postage prepaid). Except as otherwise
provided in the Agreement, a Notice is effective only (a) upon receipt of such
Notice by the receiving party, and (b) if the party giving the Notice has complied
with the requirements of this Section. E-mail shall be deemed a valid
communication form except for Notices.
15.7. Survival. Provisions of the Agreement, which by their nature should apply
beyond their terms, will remain in force after any termination or expiration of the
Agreement including, but not limited to, the following provisions: Fees,
Termination, Confidentiality, Intellectual Property Rights, Limitation of Liability
and Survival
15.6. Relationship of the Parties. The relationship between the parties is that of
independent contractors. Nothing contained in the Agreement shall be
construed as creating any agency, partnership, joint venture, or other form of
joint enterprise, employment, or fiduciary relationship between the parties, and
neither party shall have authority to contract for, or bind, the other party in any
manner whatsoever
15.9. No Third -Party Beneficiaries. The Agreement is for the sole benefit of the parties
hereto and their respective successors and permitted assigns, and nothing
herein, express or implied, is intended to or shall confer upon any other person
or entity any legal or equitable right, benefit, or remedy of any nature whatsoever
under or by reason of the Agreement.
15.10. Free trial and freemium. If the Customer is provided with a free trial or freemium
version of the Cloud Services, EQS Group may stop providing the Cloud
Services at its sole discretion (i) for free trial licenses without any prior notice
and (ii) for Freemium: 30 days prior notice. Free trial and freemium versions of
the Cloud Services are provided "AS IS" without any support or warranties and
the Service Level Agreement does not apply.
15.11. Export. Customer shall not export or re-export or provide access to the
Services in any forn in violation of any applicable export or import laws of any
jurisdiction, including without limitation the USA, EU and Germany.
15.12. Federal Govemment End Use Provisions. EQS Group provides the Services,
including related software and technology, for ultimate federal government end
use in accordance with the following: The Services consist of "commercial
items," as defined at FAR 2.101. In accordance with FAR 12.211-12.212 and
DFARS227.7102-4 and 227.7202-4, as applicable, the rights of the U.S.
Govemment to use, modify, reproduce, release, perform, display, or disclose
commercial computer software, commercial computer software documentation,
and technical data fumished in connection with the Services shall be as
provided in the Agreement, except that, for U.S. Department of Defense end
users, technical data customarily provided to the public is fumished in
accordance with DFARS 252.227-7015. If a government agency needs
additional rights, it must negotiate a mutually acceptable written addendum to
the Agreement specifically granting those rights.
15.13. This Agreement may be executed in two or more counterparts and by facsimile
or any electronic means, each of which shall be deemed an original but all of
which together shall constitute one and the same Agreement.
15.14. The Agreement is govemed by the laws of the country in which the EQS Group
entity concluding the Agreement is registered and shall be subject to the
exclusive jurisdiction of the courts of the city of residence of EQS Group. If the
Customer is entering into this Agreement from the USA, the Agreement is
governed by the laws of the state of New York and subject to the exclusive
jurisdiction of the federal courts of the United States of America, or the courts of
the State of New York, in each case located in the City of New York and County
of New York. Each party irrevocably submits to the exclusive jurisdiction of the
above mentioned courts in any suit, action, or proceeding. The conflict of laws
provisions and the UN Convention on Contracts for the International Sale of
Goods shall not apply in any case.
Page 3 / 3 EQS-PUBLIC_TLP:CLEAR
Contract For
Entity Information
Entity Name*
EQS GROUP INC
Entity ID*
@00050034
❑ New Entity?
Contract Name* Contract ID
EQS CLOUD SERVICES ORDER FOR INTEGRITY LINE 9702
LICENSE
Contract Status
CTB REVIEW
Contract Lead*
SWHITMORE
Contract Lead Email
swhitmore@weld.gov
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
TO COMPLY WITH SPECIFIC GRANT REQUIREMENTS, THE COUNTY HAS IDENTIFIED THIS PRODUCT THAT MEETS
THE NEEDS.
Contract Description 2
Contract Type* Department Requested BOCC Agenda Due Date
AGREEMENT INFORMATION Date* 07/03/2025
TECHNOLOGY-GIS 07/07/2025
Amount*
$12,700.00 Department Email Will a work session with BOCC be required?*
CM- NO
Renewable* InformationTechnologyGl
YES S@weld.gov Does Contract require Purchasing Dept. to be
Automatic Renewal
Grant
IGA
Department Head Email
CM-
InformationTechnologyGl
S-DeptHead@weld.gov
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date*
06/01/2026
Renewal Date*
07/01/2026
Committed Delivery Date Expiration Date
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
CONSENT 06/27/2025
Approval Process
Department Head Finance Approver Legal Counsel
RYAN ROSE CONSENT CONSENT
DH Approved Date Finance Approved Date Legal Counsel Approved Date
06/27/2025 06/27/2025 06/27/2025
Final Approval
BOCC Approved Tyler Ref #
AG 070225
BOCC Signed Date Originator
SWHITMORE
BOCC Agenda Date
07/02/2025
Hello