U.S. Public Sector Amendment

U.S. Public Sector Amendment

The Agreement consists of this U.S. Public Sector Amendment (“Amendment”) (which may be updated), the General Terms that Customer accepted and any additional terms GitHub or its Affiliates present when an order is placed. If Customer is a Government Entity, then the following terms apply.

1. Purpose.

In compliance with applicable laws and regulations, GitHub and Customer acknowledge that the Products and Professional Services are for the sole benefit and use of Customer and not provided for the personal use or benefit of any individual government employee.

2. Government subcontractors.

If Customer is entering into this Agreement as a subcontractor of a Government Entity, then Customer represents and warrants that (i) it has complied and will comply with all applicable government procurement laws and regulations; (ii) it is authorized to enter into this Agreement; (iii) this Agreement satisfies all applicable procurement requirements; and (iv) this Amendment applies in Customer’s capacity as a subcontractor of a Government Entity.

3. Products provided at no charge.

GitHub waives any and all entitlement to compensation from Customer for Products and Professional Services that are provided at no charge to Customer.

4. Access and use.

GitHub acknowledges that Customer’s use of the Online Services may energize significant citizen engagement. The Agreement is modified to reflect that GitHub may unilaterally modify or discontinue service, temporarily or permanently, refuse or remove any Content, or terminate Customer’s account only for breach of Customer’s obligations under the Agreement, Customer’s material failure to comply with GitHub site policies, or if GitHub ceases to operate the Online Services generally. GitHub will provide Customer with a reasonable opportunity to cure its breach of the Agreement.

5. Defense of third party claims.

Notwithstanding anything to the contrary, GitHub’s rights set forth in the Third Party Claims section of the Agreement (and the rights of the third party claiming infringement) shall be governed by the provisions of 28 U.S.C. § 1498.

6. Limitation of liability.

To the extent required by law, Customer’s liability under the Agreement shall be determined under the Federal Tort Claims Act or other governing authority. GitHub’s liability under the Agreement, shall be determined by applicable federal or state law. The Parties agree that nothing in the Limitation of Liability clause or elsewhere in the Agreement grants GitHub a waiver from, release of, or limitation of liability pertaining to, any violation of federal law. This clause shall not impair Customer’s right to recover for fraud or crimes arising out of or related to Agreement under any federal fraud statute, including the False Claims Act, 31 U.S.C. §§ 3729-3733.

7. Federal government disclosure.

The Products were developed solely with private funds and are considered “Commercial Computer Software” and “Commercial Computer Software Documentation” as described in Federal Acquisition Regulations 12.212 and 27.405-3, and Defense Federal Acquisition Regulation Supplement 227.7202-3. The Products are licensed to the Federal Government end user as restricted computer software and limited rights data. No technical data or computer software is developed under this Agreement. Any use, disclosure, modification, distribution, or reproduction of the Products or documentation by the Federal Government or its contractors is subject to the restrictions set forth in this Agreement. All other use is prohibited.