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Amendment to IdeaScale Terms and Conditions of Use for Government Users of the IdeaScale Service

Last Updated: Mar 29, 2016 03:26PM PDT
This Amendment applies to U.S. Government users of the Site and Services.

You, as a United States Government entity, are required, when entering into agreements with other parties, to follow applicable federal laws and regulations, including those related to ethics, limitations on indemnification, fiscal law constraints, advertising and endorsements, freedom of information, governing law and dispute resolution forum. ldeaScale ("Company" or "We") and You (together, the "Parties") agree that modifications to the IdeaScale Terms and Conditions of Use, found at http://support.ideascale.com/customer/en/portal/articles/1001459-ideascale-terms-and-conditions-of-use, (the"Terms") are appropriate to accommodate Your legal status, Your public (in contrast to private) mission, and other special circumstances. Accordingly, the Terms are hereby modified by this Amendment as they pertain to Your use of the Company web site and services.
 
A. Government entity: "You" within the Terms shall mean the Agency itself and shall not apply to, or bind (i) the individual(s) who utilize the Company site or services on Agency's behalf, or (ii) any individual users who happen to be employed by, or otherwise associated with, the Agency.

B. Public purpose: Any requirement(s) set forth within the Terms that use of the Company site and services be for private, personal and/or non-commercial purposes is hereby waived.

C. Agency content serving the public: Company hereby approves Agency's distribution or other publication via the Services of materials which may contain or constitute promotions, advertisements or solicitations for goods or services, so long as the material relates to the Agency's mission.

D. Advertisements: Company hereby agrees not to serve or display any commercial advertisements or solicitations on any pages within the Company site displaying content created by or under the control of the Agency. This exclusion shall not extend to house ads, which Company may serve on such pages in a non-intrusive manner.

E. Indemnification: All indemnification and damages provisions of the Terms are hereby waived. Liability for any breach of the Terms or this Amendment shall be determined under the Federal Tort Claims Act, or other governing authority.  Federal Statute of Limitations provisions shall apply to any breach or claim.

F. Governing law: For purposes of Agency's usage of the IdeaScale Site and services, the Terms and this Amendment shall be governed, interpreted and enforced in accordance with the laws of the United State of America.

G. Title and Intellectual Property Rights: To the extent permitted under Federal law, all rights, title and interest to any and all work produced and created by user pursuant to or in connection with the use of the Service shall vest in the user. Ownership or possession of such rights, title and interest shall not be affected by any alleged or actual breach of the Terms of Use. Under no circumstances may the Company claim a right, title or interest in user content that is in the public domain.

H. Changes to Standard Terms: Language in the standard Terms reserving to Company the right to change the Terms without notice at any time is hereby amended to grant You at least three days advance notice of any material change to the Terms. Company shall send this notice to the email address You designate at the time You sign up for service.

I. Access and Use: Company acknowledges that the Agency's use of Company's site and services may energize significant citizen engagement. Language in the Terms allowing Company to terminate service or close the Agency's account, at any time, for any reason, is modified to reflect the Parties' agreement that service may be terminated and/or the Agency's account closed by Company, only for good cause.

J. Ownership of names: Any provision(s) in the Terms related to Company's ownership of and right to change Your selected user name, channel names, and group names, are modified to accommodate Agency's proprietary, practical, and/or operational interest in its own publicly-recognized name and the names of Agency programs.

K. Modifications of User Content: Company agrees not to modify, adapt, excerpt, or reformat user content except pursuant to technical actions necessary to index, format and display that content Company shall not edit or otherwise alter the meaning of user content. Notwithstanding the foregoing, nothing in this Amendment shall result in an expansion of Your rights as a United States Government entity under the Copyright Act of 1976 (17 U.S.C. §§101 et sec.), specifically including Section 105 of said Act.

L. Limitation of Liability: The Parties agree that nothing in the provisions of the Terms that limit the liability of IdeaScale shall be interpreted as granting Company a waiver from, release of, or limits liability pertaining to, any past, current or future violation of federal law.

M. Uploading, Deleting: The Parties understand and agree that You are not obligated to place any user content on the Company site, and You reserve the right to remove any and all user content at Your sole discretion.

N. No endorsement: Company agrees that Your trademarks, logos, service marks, trade names, and the fact that You have a presence on the IdeaScale Site and use its services, shall not be used by Company to imply an endorsement, sponsorship or recommendation of Company or its services by You or the Federal Government Except for pages whose design and content is under the control of the Agency, Company agrees not to display any Agency or government seals or logos on the IdeaScale homepage or elsewhere on the Company Site, unless permission to do so has been granted by the Agency.

O. No business relationship created: The Parties are independent entities and nothing in this Amendment or Terms create an agency, partnership or joint venture.

P. Free and Paid Services: This Amendment applies to the Agency’s usage of both free and paid services.

Q. Fee based arrangements: You acknowledge that while IdeaScale will provide You with some services and features for free, IdeaScale reserves the right to begin charging for those services and features at some point in the future. Company will provide you with advance notice of such a change. You also understand that IdeaScale currently offers other premium and enterprise services for a fee. Before deciding to enter into a premium or enterprise subscription, or any other fee-based service Company may offer in the future, You agree to determine your Agency has a need for those additional services, to consider the subscription's value in comparison with comparable services available elsewhere, to determine that Agency funds are available for payment, to properly use the Government Purchase Card if that Card is used as the payment method, to review this Amendment and the then-applicable Terms for conformance to federal procurement law, and in all other respects to follow applicable acquisition laws, regulations, and agency guidelines when initiating that separate action.

R. Assignment: Neither party may assign its obligations under this Amendment or Terms to any third party without prior written consent of the other.

S. Precedence: Further Amendment; Termination: If there is any conflict between this Amendment and the Terms, or between this Amendment and other rules or policies on the Company site or services, this Amendment shall prevail. This Amendment may be further amended only upon written agreement executed by both Parties. Either party may terminate Agency's account and end the Company service agreement on 30-days’ written notice.

T. Posting and availability of this Amendment: The Parties agree this Amendment contains no confidential or proprietary information, and You may release it to the public upon request, and to other agencies interested in using the IdeaScale Site and services.

U. Security Controls: IdeaScale will, in good faith, exercise due diligence using generally accepted commercial business practices for IT security to ensure that systems are operated and maintained in a secure manner and that management, operational and technical controls will be employed to ensure security of systems and data. Recognizing the changing nature of the web, IdeaScale will continuously work with customers to ensure that products and services meet their requirements for security of systems and data.

V. Federal Records: Agency acknowledges that use of Company's Site and Services may require management of Federal records. Agency and user-generated content may meet the definition of Federal records as determined by the agency. If the Company holds Federal records, the Agency and the Company must manage Federal records in accordance with all applicable records management laws and regulations, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), and regulations of the National Archives and Records Administration (NARA) at 36 CFR Chapter XII Subchapter B). Managing the records includes, but is not limited to, secure storage, retrievability, and proper disposition of all Federal records including transfer of permanently valuable records to NARA in a format and manner acceptable to NARA at the time of transfer. The Agency is responsible for ensuring that the Company is compliant with applicable records management laws and regulations through the life and termination of its use of the Site and Services.

W. Additional Items for discussion and possible inclusion in this Amendment: Company understands current federal law, regulation and policy may affect Agency's use of the Company's products and Services in ways not addressed in the list of clauses above. Among the topics Agency may need to discuss with Company, and which may lead to a mutual agreement to insert additional clauses in this Amendment, are Privacy and Accessibility.
 

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