AMENDMENT TO FLIPBOARD TERMS
APPLICABLE TO U.S. GOVERNMENT USERS
This Amendment is an agreement between Flipboard and the U.S Government (“Government” or “Agency”) and applies if you are using or accessing any of Flipboard’s websites, products and services, in a Government capacity.
The reason for this Amendment is that the U.S. Government is required to follow federal laws and regulations — including those related to ethics, 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 – when using platforms, websites, products and services such as those offered by Flipboard.
A. Government entity: For Government users, the word “you” in the Terms means the Agency itself and will not apply to nor bind the individuals who use Flipboard on the Agency’s behalf. Flipboard will look solely to the Agency to enforce any violation or breach of the Terms by such individuals, subject to federal law.
B. Public purpose: You agree that your use of Flipboard’s products and services, including the creation and curation of magazines and sites on Flipboard, will serve as an additional distribution channel for government information, but in no event will serve or be represented as the official site or homepage for the Agency. To help convey this message, you will maintain the following message or something substantially similar in a prominent location on the cover of your magazine: “If you’re looking for the official source of information about the [Agency name], please visit our home page at [URL Link].”
Agency shall use Flipboard solely in furtherance of Agency’s public purpose. Any requirement(s) in the Terms that use of Flipboard’s products and services be for private, personal and/or non-commercial purposes is hereby waived.
C. Agency content serving the public: Company will allow Agency’s distribution or other publication via Flipboard’s site or services of material that 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: Agency agrees to provide written notice to Flipboard for each magazine and site created. Flipboard will make commercially reasonable efforts to block advertisements if such blocking technology is available to the magazines and sites identified by Agency. In the event that advertisements are displayed on any Agency-created magazine or site, Agency agrees to notify Flipboard immediately. After such notice has been received, Flipboard will make commercially reasonable efforts to discontinue the display of advertisements. Agency’s sole remedy for Flipboard’s failure to implement such blocking technology shall be for Agency to terminate its use of Flipboard’s products and services, including the use of magazines and sites. The exclusion of advertisements shall not extend to house ads, which Flipboard may place in a non-intrusive manner.
E. Indemnification, Liability, Statute of Limitations: Any provisions in the Terms related to indemnification and filing deadlines are hereby waived, and shall not apply except to the extent expressly authorized by law. Liability for any breach of the Terms as modified by this Amendment, or any claim arising from the Terms as modified by this Amendment, shall be determined under the Federal Tort Claims Act or other governing federal authority. Federal Statute of Limitations provisions shall apply to any breach or claim.
F. Governing law: Any and all arbitration, mediation, governing law and similar dispute resolution provisions in the Terms are hereby deleted and waived in their entirety and are replaced with the following:
Dispute Resolution and Governing Law. Agency and Flipboard will in good faith attempt to resolve any claims, causes of action or disputes in an amicable fashion. Any claim, cause of action or dispute that arises from the Terms and this Amendment shall be governed, interpreted, and enforced in accordance with the federal laws of the United States of America without reference to conflict of laws. To the extent permitted by federal law, the laws of the State of California, excluding California choice of law rules, will apply if there is no applicable federal law. The Parties may mutually agree to mediation or arbitration under a subsequent agreement.
G. Changes to standard Terms: Language in the Terms reserving to Flipboard the right to modify the Terms is amended as follows:
Flipboard’s Terms may be modified from time to time and the most current version will always be posted on Flipboard’s website. Such changes may be necessary to reflect a change to the law or a change to Flipboard’s products and services. Agency should look at the Terms regularly. If Agency does not agree to the modified Terms, Agency may terminate this Agreement in writing.
Notwithstanding the foregoing, no modification to the Terms made by Flipboard shall alter, supersede, replace or otherwise modify the terms or applicability of this Amendment.
H. Access and use: Flipboard acknowledges that Agency’s use of Flipboard’s products and services may energize significant citizen engagement and otherwise become important to Agency’s mission. Language in the Terms allowing Flipboard to terminate service or close Agency’s account at any time, for any reason, is modified to reflect the Parties’ agreement that Flipboard may unilaterally terminate service and/or terminate Agency’s account for breach of Agency’s obligations under the Terms; for Agency’s material failure to comply with the instructions and guidelines pertaining to Flipboard’s products and services; if Flipboard reasonably believes that such termination protects the privacy or security of its users; or, if Flipboard ceases to operate its products or services generally. Nothing in this agreement shall limit Flipboard’s ability to temporarily suspend Agency’s accounts if Flipboard reasonably believes such suspension is necessary to protect the safety, rights, or property of Flipboard users.
I. Ownership of names: Any provision in the Terms related to Flipboard’s ownership of and right to change Agency’s selected user name(s), user ID(s), domain name(s), channel name(s), and group name(s), are modified to reasonably accommodate Agency’s proprietary, practical, and/or operational interest in its own publicly-recognized name and the names of Agency programs.
J. Modifications of Agency content: Any right Flipboard reserves in the Terms to modify or adapt Agency content is limited to technical actions necessary to index, format and display that content. Agency understands that the presentation of Flipboard’s products and services may change, and may alter the appearance of Agency’s content. The right to modify or adapt does not include the right to substantively edit or otherwise alter the meaning of the content. In the event Agency discovers that Agency content has been modified in a manner that alters the meaning of such content, Agency may contact Flipboard and the Parties shall work together in good faith to resolve the matter. Notwithstanding the foregoing, nothing in this Amendment shall result in an expansion of Agency’s 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.
K. Limitation of liability: The Parties agree that nothing in the Limitation of Liability clause or elsewhere in the Terms in any way grants Flipboard a waiver from, release of, or limitation of liability pertaining to, any past, current or future violation of federal law.
L. Uploading, posting and deleting: The Parties understand and agree that Agency is not obligated to place any user content on Flipboard’s websites, products and services, and Agency reserves the right to remove any and all of Agency’s content at Agency’s sole discretion.
M. No endorsement: Flipboard agrees that Agency’s name, seals, trademarks, logos, service marks, trade names (“Agency Marks”), and the fact that Agency has a presence on Flipboard and uses its products and services, shall not be used by Flipboard in such a manner as to state or imply that Flipboard’s products or services are endorsed, sponsored or recommended by Agency or by any other element of the U.S. Government, or are considered by Agency or the U.S. Government to be superior to any other products or services. However, the foregoing shall not prohibit Flipboard from using your name or Agency Marks to fulfill Flipboard’s obligations under this agreement or as necessary to operate Flipboard’s products and service. Flipboard may also include the Agency’s name and Agency Marks in partner lists and presentations solely for the purpose of promoting availability of Agency’s content on the Flipboard platform and only so long as Agency name and Agency Marks are not displayed in a more prominent fashion than those of any other third party name or mark. If you ever have concerns about or objections to our use of any Agency Mark, you may contact us at firstname.lastname@example.org and we will discuss your concerns in good faith. You always have the ability to terminate your Flipboard account and, following such withdrawal, we will stop using the applicable Agency Marks.
N. No business relationship created: The Parties are independent entities and nothing in the Terms as modified by this Amendment creates a partnership, joint venture, agency, or employer/employee relationship.
O. No cost agreement: Nothing in the Terms as modified by this Amendment obligates Agency to expend appropriations or incur financial obligations. The Parties acknowledge and agree that none of the obligations arising from the Terms as modified by this Amendment are contingent upon the payment of fees by one party to the other. The Parties agree this Amendment applies to the Agency’s use of free services, and also will apply to paid services that Flipboard may offer.
P. Paid Services and Agency responsibilities under paid usage plans: Agency acknowledges that while Flipboard will provide Agency with some products and services for free, Flipboard reserves the right to begin charging for its products and services in the future. The Parties understand that fee-based products and services are categorically different than free products and services, and are subject to federal procurement rules and processes. Before Agency decides to enter into a premium or any other fee-based service that Flipboard or alternative providers may offer now or in the future, Agency agrees to determine if it has a need for those additional services for a fee, to consider Flipboard’s value in comparison with comparable services if 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 any then-applicable Terms for conformance to federal procurement law, and in all other respects to follow applicable federal acquisition laws, regulations, and agency guidelines when initiating that separate action.
Q. Assignment: Neither party may assign its obligations under the Terms as modified by this Amendment to any third party without prior written consent of the other; provided however, Flipboard or its subsidiaries may assign the Terms as modified by this Amendment to a subsidiary or parent without written consent from the Agency provided that the successor assumes Flipboard’s obligations under the Terms as modified by this Amendment.
R. Termination rights: Agency may close Agency’s account and terminate this Amendment at any time. Company may close Agency’s account and terminate this Amendment on 30 days written notice.
S. Posting and availability of this Amendment: The Parties agree this Amendment contains no confidential or proprietary information. Flipboard agrees to insert in its online Terms a reference to this Amendment and a link to the Amendment hosted on the Flipboard website at a unique URL.
T. Security: Flipboard 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 are employed to ensure security of systems and data. Recognizing the changing nature of the Web, Flipboard will continuously work with users to ensure that its products and services meet users’ requirements for the security of systems and data. Flipboard agrees to discuss in good faith implementing additional security controls as deemed necessary by Agency to conform to the Federal Information Security Management Act (FISMA), 44 U.S.C. 3541 et seq.
U. Intellectual property ownership: Except as expressly allowed in the Terms, no rights to any derivative works, inventions, or Flipboard product modifications are conferred on Agency or any other party. All such rights belong solely to Flipboard.
V. Precedence; Further Amendments: If there is any conflict between this Amendment and the Terms, or between this Amendment and other terms, rules or policies on Flipboard’s website, this Amendment shall prevail. This Amendment constitutes an amendment to the Terms; any language in the Terms indicating it may not be modified or that it alone is the entire agreement between the Parties is waived. Any further amendment must be agreed to by both Parties.
W. Additional Items for discussion and possible inclusion in this Amendment: Flipboard understands current federal law, regulation and policy may affect Agency’s use of the Flipboard’s products and services in ways not addressed in the list of clauses above. Among the topics Agency may need to discuss with Flipboard, and which may lead to a mutual agreement to insert additional clauses in this Amendment, are Privacy and Accessibility.