Amendment to Apigee Terms of Service - Applicable to Government Users Only
This Amendment to the Apigee Terms of Service applies only to Apigee Customers that are government or public entities. If you are not a government or public entity, then just the Apigee Terms of Service apply to you.
This amendment to the Apigee Terms of Service (Amendment) is between Apigee Corporation ("Apigee") and you, a government (federal, state, municipal) agency, department, or entity ("You").
You, as a United States Government entity, are required, when entering into agreements with other parties, to follow applicable federal or state laws and regulations, including those related to privacy and security; accessibility; federal records; limitations on indemnification; fiscal law constraints; advertising and endorsements; freedom of information; and governing law and dispute resolution forum.
Apigee and You (together, the "Parties") agree that modifications to the Apigee’s standard Terms of Service, (the "Agreement") are appropriate to accommodate Your legal status, Your public (in contrast to private) mission, and other special circumstances. Accordingly, the Agreement is hereby modified by this Amendment as they pertain to Your use of the Services. Capitalized terms not defined herein shall have the meanings set forth in the Agreement.
A. Government entity: "You" shall mean You yourself and shall not apply to, or bind, in their individual capacity (i) the individual(s) who utilize the Apigee Services on Your behalf, or (ii) any individual users who happen to be employed by, or otherwise associated with, the You. Apigee will look solely to You to enforce any violation or breach of the Agreement by such individuals, subject to federal law.
B. Public purpose: Any requirement(s) set forth within the Agreement that use of the Services be for private, personal and/or non-commercial purposes is hereby waived.
C. You content serving the public: Apigee hereby approves Your 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 Your mission.
D. Indemnification: All indemnification and damages provisions of the Agreement is hereby waived. Liability of You for any breach of the Agreement or this Agreement, or any claim arising from the Agreement or this Agreement, shall be determined under the Federal Tort Claims Act, or other governing authority. Liability of Apigee for any breach of the Agreement or this Amendment, or any claim arising from the Agreement or this Amendment, shall be determined by applicable federal or state law.
E. Governing law: The dispute resolution provision in the Agreement is hereby deleted. The Agreement and this Amendment shall be governed, interpreted and enforced in accordance with the federal laws of the United States of America. To the extent permitted by federal law, the laws of the State of California will apply in the absence of federal law. If you are a state or municipal entity and legally or constitutionally cannot agree to this Governing Law provision, it is hereby waived.
F. Access and use: Apigee acknowledges that Your use of the Services may energize significant citizen engagement. Language in the Agreement allowing Apigee to terminate the Service, or close Your account, at any time, for any reason, is modified to reflect the Parties' agreement that Apigee may unilaterally terminate the Services and/or terminate Your account only for breach of Your obligations under the Agreement or its material failure to comply with the instructions and guidelines posted on the Site, or if Apigee ceases to operate its Services generally or for free. Apigee will provide You with a reasonable opportunity to cure any breach or failure on Your part.
G. Modifications of Content: Apigee agrees that the right reserved in the Agreement to "modify" or "adapt" Your content (if any) is limited to technical actions necessary to index, format and display that content. The right to modify or adapt does not include the right to substantively edit or otherwise alter the meaning of the 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 the Act.
I. Limitation of liability: The Parties agree that nothing in the Limitation of Liability clause or elsewhere in the Agreement in any way grants Apigee a waiver from, release of, or limitation of liability pertaining to, any past, current, or future violation of federal law.
J. Uploading, deleting: The Parties understand and agree that You are not obligated to place any of Your Content through the Services or on the Apigee website(s), and You reserve the right to remove any and all Content from the Services and Apigee website(s)at Your sole discretion.
K. No endorsement: Apigee agrees that Your seals, trademarks, logos, service marks, trade names, and the fact that You use the Services, shall not be used by Apigee in such a manner as to state or imply that Apigee's Services are endorsed, sponsored or recommended by You or by any other element of the Federal Government, or are considered by these entities to be superior to any other products or services. Except for pages whose design and content is under the control of You, or for links to or promotion of such pages, Apigee agrees not to display any of Your government seals or logos on the Apigee's homepage or elsewhere on the Services, unless permission to do has been granted by You. Apigee may list Your name in a publicly available customer list so long as the name is not displayed in a more prominent fashion than that of any other third party name.
L. No business relationship created: The Parties are independent entities and nothing in this Amendment or Agreement creates an agency, partnership or joint venture.
M. No cost agreement: Nothing in this Amendment or Agreement obligates You to expend appropriations or incur financial obligations. The Parties acknowledge and agree that none of the obligations arising from this Amendment or Agreement is contingent upon the payment of fees by one party to the other.
N. Provision of Data: In case of termination of the Services, You are solely responsible for removing all content of Yours prior to termination using Apigee's standard application programming interfaces, in the event You need it.
O. Separate future action for fee based Services: Apigee provides the Services at a basic level free of charge to the public, but this may change in the future. You acknowledge that while Apigee will provide You with some services and features for free, Apigee reserves the right to begin charging for those services and features at some point in the future. Apigee will provide You with advance notice of a change involving the charging of fees for the basic level of service. You also understand that Apigee may currently offer other premium and enterprise services for a fee. Before You decide to enter into a premium or enterprise subscription, or any other fee-based service that Apigee may offer now or in the future, You agree to determine whether Your You has a need for those additional services for a fee, to consider the subscription's value in comparison with comparable services available elsewhere, to determine that Your funds are available for payment, to review the then-applicable agreement for conformance to federal procurement law, and in all other respects to follow applicable federal or state acquisition laws, regulations, and Your guidelines when initiating that separate action.
P. Assignment: Neither party may assign its obligations under this Amendment or Agreement to any third party without prior written consent of the other; however, Apigee and You agree that You will recognize Apigee’s successor in interest and Apigee will provide notices following, so far as is practicable, procedures set forth in 48 C.F.R. Subpt.42.12.
Q. Precedence; Further Amendment; Termination: This Amendment constitutes an amendment to the Agreement; language in the Agreement indicating it may not be modified or that it alone is the entire agreement between the Parties is waived. If there is any conflict between this Amendment and the Agreement, or between this Amendment shall prevail. This Amendment may be further amended only upon written agreement executed by both Parties. You may close Your account and terminate this agreement at any time.
R. Posting and availability of this Amendment: Any provision of the Agreement requiring modifications to the Agreement to be posted on Apigee's website is inapplicable since this Amendment is of limited, not general, application, and is otherwise waived for this special circumstance. 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 Apigee Site and/or the Services.
S. Security: Apigee will, in good faith, exercise due diligence using generally accepted commercial business practices for security, to ensure that systems are operated and maintained in a secure manner, and that management, operational and technical controls will be employed to help to ensure security of systems and data.